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 written notice of Parent if: (a) the Company Board shall have made a Change of Recommendation or there shall have otherwise been an intentional and material breach of Section 6.4, and in the case of a breach other than a Change of Recommendation, that if capable of being cured has not been cured within three Business Days of the occurrence thereof; 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 hereof, such that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied and such breach cannot be or is not cured prior to the earlier of (i) thirty calendar days after written notice thereof is given by Parent to the Company or (ii) two Business Days prior to the Termination Date; provided, however, that Parent is not then in material breach of this Agreement so as to cause any of the conditions set forth in Section 7.3(a) or 7.3(b) not to be capable of being satisfied.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by written notice of Parent if: (a) the board of directors of the Company Board shall have made a Change of Recommendation or there shall have otherwise been an intentional and material breach of Section 6.4, and in the case of a breach other than a Change of Recommendation, that if capable of being cured has not been cured within three Business Days of the occurrence thereof; or 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 hereofof this Agreement, such that the conditions set forth in Section Sections 7.2(a) or 7.2(b) would not be satisfied and such breach canor failure to be true is not be or curable or, if curable, is not cured prior to the earlier of (i) thirty calendar (30) days after following written notice thereof is given by Parent to the Company from Parent of such breach or failure and (ii) two the date that is three (3) Business Days prior to the Termination Date; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(b) if Parent is not then in material breach of this Agreement so as to cause any of the conditions set forth in Section 7.3(a) its representations, warranties, covenants or 7.3(b) not to be capable of being satisfiedagreements under 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, whether before or after (except as otherwise provided below) receipt of the Company Unitholder Approval, by written notice of Parent Parent, after consultation with its outside legal counsel, if: (a) the Company Board shall have made a Change of Recommendation or there shall have otherwise been an intentional and material breach of Section 6.4, and in the case of a breach other than a Change of Recommendation, that if capable of being cured has not been cured within three Business Days of the occurrence thereof; or (bi) there has been a breach by the Company of any representation, warranty, covenant or agreement set forth in this Agreement or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions set forth in ‎Section 6.3 would not be satisfied and (ii) such breach is not curable or, if curable, is not cured within 30 days after written notice of such breach is given by Parent to the Company; provided, however, that the right to terminate this Agreement pursuant to this ‎Section 7.4(a) shall not be available to Parent if it, at such time, is in breach of any representation, warranty, covenant or agreement made by the Company set forth in this Agreement, or any such representation and warranty shall have become untrue after the date hereof, Agreement such that the conditions set forth in Section 7.2(a) or 7.2(b) would ‎Section 6.2 shall not be satisfied and such breach cannot be satisfied; or (b) the Conflicts Committee has made a Company Change in Recommendation (whether in respect of a Company Superior Proposal or is not cured prior to the earlier of (i) thirty calendar days after written notice thereof is given by Parent to the a Company or (ii) two Business Days prior to the Termination Date; provided, however, that Parent is not then in material breach of this Agreement so as to cause any of the conditions set forth in Section 7.3(a) or 7.3(b) not to be capable of being satisfiedIntervening Event).

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by written notice action of the board of directors of Parent if: (a) (i) the Company Board or any committee thereof shall have made a Change of an Adverse Recommendation Change, (ii) the Company Board or there any committee thereof shall have otherwise been an intentional and material breach of Section 6.4, and resolved to take the foregoing action or (iii) the Company fails to include the Company Recommendation in the case of a breach other than a Change of Recommendation, that if capable of being cured has not been cured within three Business Days of the occurrence thereofProxy Statement; or 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 hereof, Agreement such that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied and such breach canor condition is not be or curable or, if curable, is not cured prior to the earlier of (i) thirty calendar 30 days after written notice thereof is given by Parent to the Company or (ii) two Business Days business days prior to the Termination Date; provided, however, provided that Parent is and Merger Sub are not then in material breach of this Agreement so as to cause any of such that the conditions set forth in Section 7.3(a) or and Section 7.3(b) would not to be capable of being satisfied.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent: (a) at any time prior to the time the Company Stockholder Approval is obtained, if the Company Board or any committee thereof (including the Special Committee) shall have made a Company Adverse Recommendation Change; or (b) at any time prior to the Effective Time by written notice of Parent if: (a) the Company Board shall have made a Change of Recommendation or there shall have otherwise been an intentional and material breach of Section 6.4Time, and in the case of a breach other than a Change of Recommendation, that if capable of being cured has not been cured within three Business Days of the occurrence thereof; 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 hereof, Agreement such that the conditions set forth in Section 7.2(a8.2(a) or 7.2(bSection 8.2(b) would not be satisfied and such breach canor failure of a condition is not be or curable or, if curable, is not cured prior to the earlier of (i) thirty calendar days the thirtieth (30th) day after written notice thereof is given by Parent to the Company or and (ii) the date that is two (2) Business Days prior to the Termination Date; provided, however, that Parent is not then in material breach of this Agreement so as to cause any of the conditions set forth in Section 7.3(a8.3(a) or 7.3(bSection 8.3(b) not to be capable of being satisfied.

Termination by Parent. This Agreement may be terminated and the Merger transactions contemplated by this Agreement may be abandoned at any time prior to by the Effective Time by written notice of Parent if: (a) the Company Board shall have made a Change of Recommendation or there shall have otherwise been an intentional and material breach of Section 6.4, and in the case of a breach other than a Change of Recommendation, that if capable of being cured has not been cured within three Business Days of the occurrence thereof; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company set forth in this Agreement, or if any such representation and or warranty of the Company shall have become untrue after following the date hereofof this Agreement, in either case such that the conditions set forth in Section 7.2(a8.2(a) or 7.2(bSection 8.2(b) would not be satisfied (and such breach cannot or failure to be or true and correct is not cured curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of (i) thirty calendar 30 days after written the giving of notice thereof is given by Parent to the Company or and (ii) two three Business Days prior to the Termination Outside Date); provided, however, that Parent is not then in material breach of the right to terminate this Agreement so as pursuant to cause this Section 9.4 shall not be available to Parent if it has breached in any material respect its obligations set forth this Agreement in any manner that shall have proximately contributed to the occurrence of the conditions set forth in Section 7.3(a) or 7.3(b) not failure of a condition to be capable the consummation of being satisfiedthe Merger.

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 written notice of Parent ifTime: (a) if, prior to the time the Company Board Requisite Vote is obtained, there shall have made be a Change of Board Recommendation or there (except, for the avoidance of doubt, such actions as shall have otherwise been an intentional and material breach of Section 6.4, and in the case of a breach other than not be deemed to constitute a Change of RecommendationBoard Recommendation pursuant Section 5.5); or (b) if the Company shall have breached any of its representations, that if warranties, covenants or agreements contained in this Agreement, which breach (i) would give rise to the failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) either is not capable of being cured cure prior to the Outside Date or has not been cured by the Company within three thirty (30) Business Days after the Company’s receipt of the occurrence thereofwritten notice of such breach from Parent; provided, that Parent shall not have a right to terminate this Agreement pursuant to this Section 7.3(b) if Parent or (b) there has been a Merger Sub is then in material breach of any representation, warranty, agreement or covenant or agreement made by the Company contained in this Agreement, or any such representation and warranty shall have become untrue after the date hereof, such that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied and such breach cannot be or is not cured prior to the earlier of (i) thirty calendar days after written notice thereof is given by Parent to the Company or (ii) two Business Days prior to the Termination Date; provided, however, that Parent is not then in material breach of this Agreement so as to cause any of the conditions set forth in Section 7.3(a) or 7.3(b) not to be capable of being satisfied.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at any time prior to before the Effective Time Time, whether before or after delivery of the Written Consent, except as otherwise provided below, by written notice action of Parent ifthe Parent: (a) if the Written Consent and the Voting Agreement shall not have been duly executed and delivered to the Company Board shall have made a Change and Parent within 24 hours after the signing of Recommendation or there shall have otherwise been an intentional and material breach of Section 6.4, and in the case of a breach other than a Change of Recommendation, that if capable of being cured has not been cured within three Business Days of the occurrence thereof; or this Agreement; (b) there has been a breach of any representation, warranty, covenant or agreement made by if the Company breaches or fails to perform its obligations under Section 5.4; or (c) if the Company (i) breaches any of its representations or warranties contained in this Agreement, or if any such representation and warranty shall have become untrue after the date hereofof this Agreement, such that the conditions or (ii) fails to perform any of its covenants or agreements (other than those set forth in Section 7.2(a5.4) contained in this Agreement, in each case, such that (A) Sections 6.2(a) or 7.2(b6.2(b) would not be satisfied satisfied, and (B) such breach canor condition is not be or curable or, if curable, is not cured prior to within 10 Business Days after the earlier Company’s receipt of (i) thirty calendar days after written notice thereof is given by Parent to the Company of such breach or (ii) two Business Days prior to the Termination Date; provided, however, that Parent is not then in material breach of this Agreement so as to cause any of the conditions set forth in Section 7.3(a) or 7.3(b) not to be capable of being satisfiedcondition from Parent.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at any time prior to before the Effective Time by written notice of Parent ifTime: (a) prior to the Company obtaining the Requisite Company Vote, if the Company Board or any committee thereof (including the Special Committee) shall have made a Change effected an Adverse Company Recommendation; (b) if the Company breaches any of Recommendation its representations, warranties, covenants or there shall have otherwise been an intentional and material agreements contained in this Agreement, which breach of Section 6.4, and in (i) would give rise to the case failure of a breach other than a Change of Recommendation, that if condition to Closing set forth in Section 6.2(a) or Section 6.2(b) and (ii) (A) is not capable of being cured prior to the Termination Date or (B) has not been cured within three Business Days of the occurrence thereof; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company within twenty (20) Business Days after the Company’s receipt of written notice of such breach from Parent, but only so long as neither Parent nor Merger Sub are then in breach of their respective representations, warranties, covenants or agreements contained in this Agreement, or any such representation and warranty shall have become untrue after which breach would give rise to the date hereof, such that the conditions failure of a condition to Closing set forth in Section 7.2(a6.3(a) or 7.2(b) would not be satisfied and such breach cannot be or is not cured prior to the earlier of (i) thirty calendar days after written notice thereof is given by Parent to the Company or (ii) two Business Days prior to the Termination Date; provided, however, that Parent is not then in material breach of this Agreement so as to cause any of the conditions set forth in Section 7.3(a) or 7.3(b) not to be capable of being satisfied6.3(b).

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by written notice action of the board of directors of Parent if: (a) (i) the board of directors of the Company Board shall have (A) made a Change of in Recommendation or there (B) recommended to the shareholders of the Company an Acquisition Proposal other than the Merger or (ii) the board of directors of the Company shall have otherwise been an intentional and material breach of failed to include the Company Recommendation in the Proxy Statement to the extent required pursuant to Section 6.4, and in the case of a breach other than a Change of Recommendation, that if capable of being cured has not been cured within three Business Days of the occurrence thereof; or 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 hereof, Agreement such that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied and such breach canor condition is not be or curable or, if curable, is not cured prior to the earlier of (i) thirty calendar 30 days after written notice thereof is given by Parent to the Company or (ii) two Business Days business days prior to the Termination Date; provided, however, provided that Parent is and Merger Sub are not then in material breach of this Agreement so as to cause any of such that the conditions set forth in Section 7.3(a) or and Section 7.3(b) would not to be capable of being satisfied.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by written notice of Parent if: if (a) the Board of Directors of the Company Board shall have made a Change of Recommendation or there shall have otherwise been an intentional and material breach of Section 6.4, and in approved or recommended to the case of a breach other than a Change of Recommendation, that if capable of being cured has not been cured within three Business Days Stockholders of the occurrence thereofCompany an Acquisition Proposal; 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 hereofof this Agreement, such that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied and such breach cannot be or is not cured prior to the earlier of (i) thirty (30) calendar days after written notice thereof is given by Parent to the Company or and (ii) two Business Days the date that is three (3) business days prior to the Termination Date; provided, however, that Parent is not then in material breach of this Agreement so as to cause any of the conditions set forth in Section Sections 7.1, 7.3(a) or 7.3(b) not to be capable of being satisfied.

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 written notice of Parent Date, if: (a) the Company Board shall have made a Change of Recommendation or there shall have otherwise been an intentional and material breach of Section 6.4, and in the case of a breach other than a Change of Recommendation, that if capable of being cured has not been cured within three Business Days of the occurrence thereof; or (b) there has been a breach in of any representation, warranty, agreement or covenant or agreement made by of the Company set forth in this Agreement, or any such representation and warranty Agreement shall have become untrue after occurred, which breach would give rise to the date hereof, such that the conditions failure of a condition set forth in Section 7.2(a) 7.01 or 7.2(b) would not be satisfied Section 7.02 and such breach canis not be or curable or, if curable, is not cured prior to the earlier within 60 days following receipt of (i) thirty calendar days after written notice thereof of such breach from Parent (or, if the Outside Date is given less than 60 days from the date of receipt of such notice, by Parent to the Company or (ii) two Business Days prior to the Termination Outside Date); provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.04(a) if either Parent or Merger Sub is not then in material breach of this Agreement so as any representations, warranties, agreements or covenants hereunder, which breach would give rise to cause any the failure of the conditions set forth in Section 7.3(a7.01 or Section 7.03; or (b) or 7.3(b) not to be capable of being satisfieda Company Triggering Event shall have occurred.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by written notice of Parent if: if (a) the Board of Directors of the Company Board shall have made a Change of Recommendation or there shall have otherwise been an intentional and material breach of Section 6.4, and in approved or recommended to the case of a breach other than a Change of Recommendation, that if capable of being cured has not been cured within three Business Days stockholders of the occurrence thereofCompany an Acquisition Proposal; 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 hereofof this Agreement, such that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied and such breach cannot be or is not cured prior to the earlier of (i) thirty calendar (30) days after written notice thereof is given by Parent to the Company or and (ii) two Business Days the date that is three (3) business days prior to the Termination Date; provided, however, that Parent is not then in material breach of this Agreement so as to cause any of the conditions set forth in Section Sections 7.1, 7.3(a) or 7.3(b) not to be capable of being satisfied.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by written notice of Parent if: (a) the board of directors of the Company Board shall have made a Change of Recommendation or there shall have otherwise been an intentional and material breach of Section 6.4, and in the case of a breach other than a Change of Recommendation, that if capable of being cured has not been cured within three Business Days of the occurrence thereof; or 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 hereofof this Agreement, such that the conditions set forth in Section Sections 7.2(a) or 7.2(b) would not be satisfied and such breach canor failure to be true is not be or curable or, if curable, is not cured prior to the earlier of (i) thirty calendar (30) days after following written notice thereof is given by Parent to the Company from Parent of such breach or failure and (ii) two the date that is three (3) Business Days prior to the Termination Date; provided, however, provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(b) if Parent is not then in material breach of this Agreement so as to cause any of the conditions set forth in Section 7.3(a) its representations, warranties, covenants or 7.3(b) not to be capable of being satisfiedagreements under this Agreement.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by action of the Parent Board if, at any time prior to the Effective Time by written notice of Parent if: (a) the Company Board shall have made a Change of Recommendation or there shall have otherwise been an intentional and material breach of Section 6.4Time, and in the case of a breach other than a Change of Recommendation, that if capable of being cured has not been cured within three Business Days of the occurrence thereof; or (b) there has been a breach by the Partnership of any representation, warranty, covenant or agreement made by the Company set forth in this Agreement, or if any such representation and or warranty of the Partnership shall have become untrue after the date hereofuntrue, in either case, such that the conditions set forth in Section 7.2(a9.2(a) or 7.2(bSection 9.2(b) would not be satisfied (and such breach cannot or failure to be or true and correct is not cured curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of (ia) thirty calendar sixty days after written the giving of notice thereof is given by Parent to the Company Partnership or (iib) two Business Days prior to the Termination Outside Date); provided, however, that Parent is not then in material breach of the right to terminate this Agreement so as pursuant to cause this Section 10.3 shall not be available to Parent if it has breached in any of the conditions material respect its representations, warranties, covenants or agreements set forth in Section 7.3(a) or 7.3(b) not to be capable of being satisfiedthis Agreement.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent: (a) at any time prior to the time the Company Shareholder Approval is obtained, if the Company Board or any committee thereof (including the Special Committee) shall have made a Company Adverse Recommendation Change; or (b) at any time prior to the Effective Time by written notice of Parent if: (a) the Company Board shall have made a Change of Recommendation or there shall have otherwise been an intentional and material breach of Section 6.4Time, and in the case of a breach other than a Change of Recommendation, that if capable of being cured has not been cured within three Business Days of the occurrence thereof; 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 hereof, Agreement such that the conditions set forth in Section 7.2(a8.2(a) or 7.2(bSection 8.2(b) would not be satisfied and such breach canor failure of a condition is not be or curable or, if curable, is not cured prior to the earlier of (i) thirty calendar days the thirtieth (30th) day after written notice thereof is given by Parent to the Company or and (ii) the date that is two (2) Business Days prior to the Termination Date; provided, however, that Parent is not then in material breach of this Agreement so as to cause any of the conditions set forth in Section 7.3(a8.3(a) or 7.3(bSection 8.3(b) not to be capable of being satisfied.

Termination by Parent. This Agreement may be terminated terminated, and the Merger Transactions may be abandoned by Parent, at any time prior to the Effective Time by written notice of Parent ifOffer Acceptance Time: (a) if the Company Board shall have made a Change of Recommendation or there shall have otherwise been an intentional and material breach of Section 6.4, and in the case of a breach other than effected a Change of Recommendation, that if capable of being cured has not been cured within three Business Days of the occurrence thereof; or or (b) if there has been a breach of any representation, warranty, covenant or agreement made by of the Company in this Agreement, or any such representation and warranty shall have become untrue after the date hereof, such that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied and such which breach cannot be or is not cured prior to the earlier of (i) thirty calendar days after written notice thereof is given by Parent would give rise to the Company or (ii) two Business Days prior to the Termination Date; provided, however, that Parent is not then in material breach failure of this Agreement so as to cause any of the conditions set forth in the Section 7.3(a(c) or 7.3(bSection (d) set forth in Annex I, and (ii)(A) is not to be capable of being satisfiedcured by the Company by the Termination Date or (B) if capable of being cured prior to the Termination Date, shall not have been cured before the earlier of (x) twenty (20) Business Days following receipt of written notice from Parent of such breach or (y) the Termination Date; provided, that neither Parent nor Merger Sub is then in material breach of any representation, warranty, covenant or agreement of this Agreement.

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 written notice of Parent if:Time; (a) in the Company Board shall have made event that a Change of Recommendation or there shall have otherwise been an intentional and material breach of Section 6.4, and in the case of a breach other than a Change of Recommendation, that if capable of being cured has not been cured within three Business Days of the occurrence thereofoccurred; or or (b) if 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 hereofof this Agreement, such that the conditions set forth in Section 7.2(a6.2(a) or 7.2(bSection 6.2(b) would not be satisfied satisfied, and such breach canor condition is not be or curable or, if curable, is not cured prior to the earlier of (i) thirty calendar days the 30th day after written notice thereof is given by Parent to the Company or (ii) two the date that is one Business Days Day prior to the Termination Date; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.4 if it (or Merger Sub) is not then in material breach of this Agreement so as to cause any of the conditions set forth in Section 7.3(a6.3(a) or 7.3(b6.3(b) not to be capable of being satisfied.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent: (a) if at any time prior to the time the Stockholder Approval is obtained, if the Company shall have effected a Change of Recommendation; or (b) at any time prior to the Effective Time by written notice of Parent if: (a) the Company Board shall have made a Change of Recommendation or there shall have otherwise been an intentional and material breach of Section 6.4Time, and in the case of a breach other than a Change of Recommendation, that if capable of being cured has not been cured within three Business Days of the occurrence thereof; or (b) there has been a breach of any representation, warranty, covenant or agreement made by of the Company in this Agreement, or any such representation and warranty shall have become untrue after which breach (i) would give rise to the date hereof, such that the conditions failure of a condition set forth in Section 7.2(a6.2(a) or 7.2(b6.2(b) would not be satisfied and such breach cannot be or (ii) (A) is not capable of being cured prior to by the Company by the Termination Date or (B) if capable of being cured, shall not have been cured before the earlier of (ix) thirty calendar days after (30) Business Days following receipt of written notice thereof is given by from Parent to the Company of such breach or (iiy) two Business Days prior to the Termination Date; provided, however, that neither Parent nor Merger Sub is not then in material breach of this Agreement so as to cause any of the conditions its representations, warranties, covenants or other agreements set forth in Section 7.3(a) or 7.3(b) not to be capable of being satisfiedthis Agreement.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by written notice action of the board of directors of Parent if: (a) the Company Board shall have made a Change of Recommendation or there shall have otherwise been an intentional and material breach of Section 6.4, and in the case of a breach other than a Change of Recommendation, that if capable of being cured has not been cured within three Business Days of the occurrence thereof; or 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 hereofof this Agreement, such that the conditions set forth in (i) Section 7.2(a5.2(a) or 7.2(b5.2(b) would not be satisfied and (ii) such breach cannot or failure to be or true is not curable by the Outside Date or, if capable of being cured by the Outside Date, shall not have been cured prior to the earlier of (ix) thirty calendar (30) days after written notice thereof is given by Parent to the Company or (iiy) two Business Days prior to the Termination Date; provided, however, Outside Date (provided that Parent or Merger Sub is not then in material breach of this Agreement so as to cause any of the conditions set forth in representation, warranty, covenant or agreement such that Section 7.3(a5.3(a) or 7.3(b5.3(b) would not to be capable of being satisfied).