Common use of Termination by Parent Clause in Contracts

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Closing: (a) if a Company Adverse Recommendation Change shall have occurred or the Company shall have approved or adopted, or recommended the approval or adoption of, any Company Acquisition Agreement or the Company shall have breached in any material respect any of its covenants or agreements set forth in Section 5.01(u) or Section 5.04; or (b) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(a) or Section 6.02(b), as applicable, would not be satisfied and, such breach is incapable of being cured by the End Date; or, if capable of being cured by the End Date, shall not have been cured prior to the earlier of (i) 30 days after written notice thereof is given by Parent to the Company or (ii) the End Date; provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent or any other Parent Party is then in material breach of any representation, warranty, covenant, or obligation hereunder that would cause any condition set forth in Section 6.03(a) or Section 6.03(b) not to be satisfied.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Closing: (a) if a Company Adverse Recommendation Change shall have occurred or the Company shall have approved or adopted, or recommended the approval or adoption of, any Company Acquisition Agreement or Agreement; (b) if the Company shall have willfully breached or failed to perform, in each case, in any material respect any of its covenants or and agreements set forth in Section 5.01(u) or Section 5.046.4(a); or (bc) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers Merger set forth in Section 6.02(a7.2(a) or Section 6.02(b), 7.2(b) as applicable, would not be satisfied and, such breach is incapable of being cured by the End Date; or, if capable of being cured by the End Date, shall not have been cured prior to the earlier of (i) 30 thirty (30) days after written notice thereof is given by Parent to the Company or (ii) the End Date; provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.3(b) if Parent or any other Parent Party Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder that would cause any condition set forth in Section 6.03(a7.3(a) or Section 6.03(b7.3(b) not to be satisfied.

Termination by Parent. This Agreement may be terminated by Parent and the Merger may be abandoned at any time prior to the ClosingEffective Time by action of the Parent Board: (a) at any time prior to the time the Requisite Company Vote is obtained, if the Company Board shall have made a Company Adverse Recommendation Change shall have occurred or the Company shall have approved or adopted, or recommended the approval or adoption of, any Company Acquisition Agreement or the Company shall have breached in any material respect any of its covenants or agreements set forth in Section 5.01(u) or Section 5.04Recommendation; or (b) at any time prior to the Effective Time, whether such date is before or after the time the Requisite Company Vote is obtained, if there shall have has been a breach of any representation, warranty, covenant, covenant or agreement on made by the part Company in this Agreement, which breach (i) would give rise to the failure of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers condition set forth in Section 6.02(a8.2(a) or Section 6.02(b), as applicable, would and (ii) (x) cannot be satisfied and, such breach is incapable of being cured by the End Date; or, Company by the Termination Date or (y) if capable of being cured by the End Datecured, shall not have been cured prior to the earlier (A) within 30 calendar days following delivery of (i) 30 days after written notice thereof is given by Parent to the Company of such breach or (iiB) any shorter period of time that remains between the End date Parent delivers written notice of such breach and the Termination Date; provided furtherprovided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b9.4(b) if Parent or any other Parent Party it is then in material breach of any representation, warrantywarranties, covenant, covenants or obligation other agreements hereunder that would cause any result in the closing condition set forth in Section 6.03(a) or Section 6.03(b8.3(a) not to be being satisfied.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Closing: (a) if If: (i) a Company Adverse Recommendation Change shall have occurred or the Company shall have approved or adopted, or recommended the approval or adoption of, any Company Acquisition Agreement Agreement; or (ii) the Company shall have breached or failed to perform in any material respect any of its covenants or and agreements set forth in Section 5.01(u) 5.04 or Section 5.04; 5.05(a) or (b) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers Merger set forth in Section 6.02(a) or Section 6.02(b), as applicable, would not be satisfied and, such breach is incapable of being cured by the End Date; or, if capable of being cured by the End Date, shall not have been cured prior to the earlier of (i) 30 days after written notice thereof is given by Parent to the Company or (ii) the End Date; provided provided, further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent or any other Parent Party Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder that would cause any condition set forth in Section 6.03(a) or Section 6.03(b) not to be satisfied.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice of Parent (on behalf of the Buyer Parties): (a) at any time prior to the Closing: Shareholders Meeting if (ai) if the Company Board effects a Company Adverse Recommendation Change of Recommendation; or (ii) there shall have occurred been a material breach of the provisions of Section 6.2, 6.3 or 6.4 which impairs, prevents or materially delays the Company shall have approved consummation of the transactions contemplated hereby and, with respect to Section 6.3 or adopted6.4, such breaches cannot be or recommended the approval or adoption of, any Company Acquisition Agreement or the Company shall have breached in any material respect any of its covenants or agreements set forth in Section 5.01(u) or Section 5.04are not cured reasonably promptly after written notice thereof; or (b) at any time prior to the Effective Time if there shall have has been a breach of any representation, warranty, covenant, covenant or agreement on the part of made by the Company set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(a7.2(a) or Section 6.02(b), as applicable, 7.2(b) would not be satisfied and, and such breach cannot be or is incapable of being cured by the End Date; or, if capable of being cured by the End Date, shall not have been cured prior to the earlier of (i) 30 thirty (30) days after written notice thereof is given by Parent to the Company or and (ii) the End Termination Date; provided furtherprovided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.4(b) if Parent or at any other Parent time when any Buyer Party is then in material breach of any representation, warranty, covenantthis Agreement and such breach would cause, or obligation hereunder that would cause result in, the failure of any condition of the conditions set forth in Section 6.03(a7.3(a) or Section 6.03(b7.3(b) not to be satisfied.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the ClosingEffective Time, by action of the board of directors of Parent after consultation with its legal advisors, if: (ai) if a Company Adverse Recommendation Change shall have occurred or the board of directors of the Company shall have approved withdrawn, modified or adoptedchanged, in a manner adverse to Parent, the board's approval or recommendation of the Merger or recommended approval of a Company Acquisition Proposal, or recommended resolved to do any of the approval or adoption of, any Company Acquisition Agreement or foregoing; (ii) the Company shall have breached Section 6.1 in any material respect respect, and Parent shall have been adversely affected thereby; (iii) the Company shall have exempted for purposes of Section 1090.3 of the OGCA any acquisition of Company Shares by any person or "group" (as defined in Section 13(d)(3) of the Exchange Act), other than Parent or its covenants affiliates; or (iv) (A) there has been a breach by the Company of any representation, warranty covenant or agreements 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 5.01(u7.3(a) or Section 5.04will not be satisfied at the Closing Date and (B) 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; or provided that the right to terminate this Agreement pursuant -------- to this clause (biv) shall not be available to Parent if there shall have been a it, at such time, is in material breach of any representation, warranty, covenant, covenant or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(a7.2(a) or Section 6.02(b), as applicable, would will not be satisfied and, such breach is incapable of being cured by at the End Closing Date; or, if capable of being cured by the End Date, shall not have been cured prior to the earlier of (i) 30 days after written notice thereof is given by Parent to the Company or (ii) the End Date; provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent or any other Parent Party is then in material breach of any representation, warranty, covenant, or obligation hereunder that would cause any condition set forth in Section 6.03(a) or Section 6.03(b) not to be satisfied.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the ClosingEffective Time, if: (a) if a Company Adverse Recommendation Change shall have occurred or the Company shall have approved or adopted, or recommended the approval or adoption of, any Company Acquisition Agreement or the Company shall have breached in any material respect any of its covenants or agreements set forth in Section 5.01(u) or Section 5.04; or (b) if there shall have been a breach of any representation, warranty, covenant, agreement or agreement on the part covenant of the Company set forth in this Agreement such that the conditions shall have occurred, which breach (i) would give rise to the Closing failure of the Mergers a condition set forth in Section 6.02(a7.02(a) or Section 6.02(b)7.02(b) and as a result of such breach, as applicable, such condition would not be capable of being satisfied and, such breach prior to the Termination Date and (ii) is incapable of being cured by the End Date; or, if capable of being cured, is not cured by the End Date, shall not have been cured prior to the earlier Company within thirty (30) days following receipt of (i) 30 days after written notice thereof of such breach from Parent or Merger Sub (or, if the Termination Date is given less than thirty (30) calendar days from the date of receipt of such notice, by Parent to the Company or (ii) the End Termination Date); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.04(a) if either Parent or any other Parent Party Merger Sub is then in material breach of any representationrepresentations, warranty, covenant, warranties or obligation covenants of Parent or Merger Sub hereunder that would cause any give rise to the failure of a condition set forth in Section 6.03(a7.03(a) or Section 6.03(b7.03(b); or (b) not to be satisfiedthe Company Board or any committee thereof shall have effected a Change in the Company Recommendation.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the ClosingEffective Time, by action of the board of directors of Parent after consultation with its legal advisors, if: (ai) if a Company Adverse Recommendation Change shall have occurred or the board of directors of the Company shall have approved withdrawn, modified or adoptedchanged, in a manner adverse to Parent, the board's approval or recommendation of the Merger or recommended approval of a Company Acquisition Proposal, or recommended resolved to do any of the approval or adoption of, any Company Acquisition Agreement or foregoing; (ii) the Company shall have breached Section 6.1 in any material respect respect, and Parent shall have been adversely affected thereby; (iii) the Company shall have exempted for purposes of Section 1090.3 of the OGCA any acquisition of Company Shares by any person or "group" (as defined in Section 13(d)(3) of the Exchange Act), other than Parent or its covenants affiliates; or (iv) (A) there has been a breach by the Company of any representation, warranty covenant or agreements 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 5.01(u7.3(a) or Section 5.04will not be satisfied at the Closing Date and (B) 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; or provided that the right to terminate this Agreement pursuant to this clause (biv) shall not be available to Parent if there shall have been a it, at such time, is in material breach of any representation, warranty, covenant, covenant or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(a7.2(a) or Section 6.02(b), as applicable, would will not be satisfied and, such breach is incapable of being cured by at the End Closing Date; or, if capable of being cured by the End Date, shall not have been cured prior to the earlier of (i) 30 days after written notice thereof is given by Parent to the Company or (ii) the End Date; provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent or any other Parent Party is then in material breach of any representation, warranty, covenant, or obligation hereunder that would cause any condition set forth in Section 6.03(a) or Section 6.03(b) not to be satisfied.

Termination by Parent. This Agreement may be terminated by Parent and the Merger may be abandoned at any time prior to the ClosingEffective Time by Parent if: (a) if a Company Adverse Recommendation Change shall have occurred or the Company shall have approved or adopted, or recommended the approval or adoption of, any Company Acquisition Agreement or the Company shall have breached in any material respect any of its covenants or agreements set forth in Section 5.01(u) or Section 5.04; or (b) if there shall have has been a breach of any representation, warranty, covenantcovenant or agreement made by the Company in this Agreement, or agreement on any such representation and warranty shall have become untrue after the part date of the Company set forth in this Agreement Agreement, such that the conditions to the Closing of the Mergers set forth in Section 6.02(aSections 7.2(a) or Section 6.02(b), as applicable, 7.2(b) would not be satisfied and, and such breach or failure to be true is incapable of being cured by the End Date; not curable or, if capable of being cured by the End Datecurable, shall is not have been cured prior to the earlier of (i) 30 thirty (30) days after following written notice thereof is given by Parent to the Company from Parent describing such breach or failure in reasonable detail and stating ▇▇▇▇▇▇’s intention to terminate the Agreement and (ii) the End Termination Date; provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.4(a) if Parent or any other Parent Party is then in material breach of any representationof its representations, warrantywarranties, covenantcovenants or agreements under this Agreement; (b) prior to the delivery of the Written Consent, or obligation hereunder there shall have been a Change in Recommendation; provided that would cause any condition set forth Parent must terminate this Agreement within five (5) days of such Change in Section 6.03(a) or Section 6.03(b) not to be satisfied.Recommendation; or

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 ClosingEffective Time: (a) if a Company Partnership Adverse Recommendation Change shall have occurred or occurred, unless the Company Partnership Unitholder Meeting shall have approved or adoptedbeen held and the vote taken, or recommended regardless of whether the approval or adoption of, any Company Acquisition Agreement or the Company Requisite Partnership Vote shall have breached in any material respect any of its covenants or agreements set forth in Section 5.01(u) or Section 5.04been obtained; or (b) if there shall have has been a breach by the Partnership of any representation, warranty, covenant, covenant or agreement on the part of the Company set forth in this Agreement Agreement, or if any representation or warranty of the Partnership shall have become untrue, in either case, such that the conditions to the Closing of the Mergers set forth in Section 6.02(a8.2(a) or Section 6.02(b), as applicable, 8.2(b) would not be satisfied and, (and such breach or failure to be true and correct is incapable of being cured by not curable prior to the End Date; or, if capable of being cured by the End Outside Date, shall or if curable prior to the Outside Date, has not have been cured prior to within the earlier of (i) 30 sixty days after written the giving of notice thereof is given by Parent to the Company Partnership or (ii) the End Outside Date); provided furtherprovided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b9.3(b) shall not be available to Parent if Parent it has breached in any material respect its representations, warranties, covenants or any other Parent Party is then in material breach of any representation, warranty, covenant, or obligation hereunder that would cause any condition agreements set forth in Section 6.03(a) or Section 6.03(b) not to be satisfiedthis Agreement.

Termination by Parent. This Agreement may be terminated and the Transactions abandoned by Parent at any time prior to before the ClosingFirst Effective Time: (a) if a Company Adverse Recommendation Change shall have occurred or the Company shall have approved or adopted, or recommended the approval or adoption of, any Company Acquisition Agreement or the Company shall have breached in any material respect breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach (i) would give rise to the failure to satisfy the conditions set forth in Section 5.01(u) 6.01 or Section 5.04; or (b) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to 6.02 at the Closing of the Mergers set forth in Section 6.02(aand (ii) or Section 6.02(b), as applicable, would such breach cannot be satisfied and, such breach is incapable of being cured by the End Termination Date; , or, if capable of being curable, has not been cured by the End Date, shall not have been cured prior to Company within the earlier of (iA) 30 days after the Company’s receipt of written notice thereof is given by of such breach from Parent and (B) three Business Days prior to the Company or (ii) the End Termination Date; provided furtherprovided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b7.04(a) if any Parent or any other Parent Party Entity is then in material breach of any representationof its respective representations, warrantywarranties, covenant, covenants or obligation hereunder agreements contained in this Agreement that would cause any condition result in the conditions precedent to Closing set forth in Section 6.03(a) 6.01 or Section 6.03(b) 6.03 not to be satisfied; or (b) if all of the conditions set forth in Section 6.01 and Section 6.03 have been satisfied (other than any condition the failure of which to be satisfied has been principally caused by the breach of this Agreement by the Company or any of its Affiliates and conditions that, by their nature, are to be satisfied at Closing and which are, at the time of termination, capable of being satisfied) and the Company has failed to fulfill its obligations and agreements contained in this Agreement to consummate the Closing within three Business Days following written notice of such satisfaction from Parent and that Parent is ready, willing and able to consummate the Closing.

Termination by Parent. This Agreement may be terminated by Parent and the Merger may be abandoned at any time prior to the ClosingEffective Time by Parent if: (a) if a the Company Adverse Recommendation Change Board or the Special Committee shall have occurred or the Company shall have approved or adopted, or recommended the approval or adoption of, any Company Acquisition Agreement or the Company shall have breached in any material respect any made and not withdrawn a Change of its covenants or agreements set forth in Section 5.01(u) or Section 5.04Recommendation; or (b) if there shall have has been a breach of any representation, warranty, covenantcovenant or agreement made by the Company in this Agreement, or agreement on any such representation and warranty shall have become untrue after the part date of the Company set forth in this Agreement Agreement, such that the conditions to the Closing of the Mergers set forth in Section 6.02(a7.2(a) or Section 6.02(b), as applicable, 7.2(b) would not be satisfied andsatisfied, except if such breach or untruth is incapable of being cured by the End Date; or, if capable of being cured by the End Termination Date, shall not have been cured prior to the earlier of (i) 30 days after written notice thereof is given by Parent to the Company or (ii) the End Date; provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.4(b) prior to the delivery by Parent to the Company of written notice of such breach or untruth, delivered at least thirty (30) days prior to such termination, stating Parent’s intention to terminate this Agreement pursuant to this Section 8.4(b) and the basis for such termination, it being understood that Parent will not be entitled to terminate this Agreement pursuant to this Section 8.4(b) if such breach or untruth has been cured prior to the earlier of (i) such 30th calendar day after such notice is given or (ii) two (2) business days prior to the Termination Date; provided, further, that Parent or any other Parent Party is not then in material breach of any representation, warranty, covenant, or obligation hereunder that would this Agreement so as to cause any condition of the conditions set forth in Section 6.03(a) or Section 6.03(b) Article VII not to be capable of being satisfied.

Termination by Parent. This Agreement may be terminated by Parent and the Merger may be abandoned at any time prior to the ClosingEffective Time by Parent if: (a) if a Company Adverse Recommendation Change shall have occurred or the Company shall have approved or adopted, or recommended the approval or adoption of, any Company Acquisition Agreement or the Company shall have breached in any material respect any of its covenants or agreements set forth in Section 5.01(u) or Section 5.04; or (b) if there shall have has been a breach of any representation, warranty, covenantcovenant or agreement made by the Company in this Agreement, or agreement on any such representation and warranty shall have become untrue after the part date of the Company set forth in this Agreement Agreement, such that the conditions to the Closing of the Mergers set forth in Section 6.02(aSections 7.2(a) or Section 6.02(b), as applicable, 7.2(b) would not be satisfied and, and such breach or failure to be true is incapable of being cured by the End Date; not curable or, if capable of being cured by the End Datecurable, shall is not have been cured prior to the earlier of (i) 30 thirty (30) days after following written notice thereof is given by Parent to the Company from Parent of such breach or failure and (ii) the End Termination Date; provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.4(a) if Parent or any other Parent Party is then in material breach of any representationof its representations, warrantywarranties, covenant, covenants or obligation hereunder agreements under this Agreement such that would cause any condition the conditions set forth in Section 6.03(aSections 7.3(a) or Section 6.03(b(b) shall not to be satisfied; or (b) (i) there shall have been a Change in Recommendation; or (ii) the Company shall have committed a Willful Breach under Section 6.2.

Termination by Parent. This Agreement may be terminated by Parent and the Merger may be abandoned at any time prior to the ClosingEffective Time by action of the board of directors of Parent: (a) if a Company Adverse Recommendation Change shall have occurred or solely prior to the Company shall have approved or adoptedtime the Requisite Parent Vote is obtained, or recommended the approval or adoption of, any Company in order for Parent to enter into an Alternative Acquisition Agreement providing for the consummation of a Parent Superior Proposal in compliance with Section ‎6.2(d)(y) (after having fully complied with Section ‎6.2, including Section ‎6.2(f), in respect of such Parent Superior Proposal); provided that Parent pays the Reverse Termination Fee prior to or concurrently with the Company shall have breached in any material respect any termination of its covenants or agreements set forth in Section 5.01(u) or Section 5.04this Agreement; or (b) at any time prior to the Effective Time, whether before or after the Requisite Parent Vote is obtained, if: (i) if there an Adverse Company Recommendation Change shall have occurred; or (ii) there has been a breach of any representation, warranty, covenantcovenant or agreement made by the Company in this Agreement, or agreement on any such representation and warranty shall have become untrue after the part date of the Company set forth in this Agreement Agreement, such that the conditions to the Closing of the Mergers set forth in Section 6.02(a‎7.2(a) or Section 6.02(b), as applicable, ‎7.2(b) would not be satisfied and, and such breach or condition is incapable of being cured by the End Date; not curable or, if capable of being curable, is not cured by the End Date, shall not have been cured prior to within the earlier of (ix) 30 days after written notice thereof is given by Parent to the Company or and (iiy) the fifth business day prior to End Date; provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent or any other Parent Party is then in material breach of any representation, warranty, covenant, or obligation hereunder that would cause any condition set forth in Section 6.03(a) or Section 6.03(b) not to be satisfied.

Termination by Parent. This Agreement may be terminated by Parent and the Merger may be abandoned at any time prior to the ClosingEffective Time by action of the board of directors of Parent: (a) if a Company Adverse Recommendation Change shall have occurred or solely prior to the Company shall have approved or adoptedtime the Requisite Parent Vote is obtained, or recommended the approval or adoption of, any Company in order for Parent to enter into an Alternative Acquisition Agreement providing for the consummation of a Parent Superior Proposal in compliance with Section 6.2(d)(y) (after having fully complied with Section 6.2, including Section 6.2(f), in respect of such Parent Superior Proposal); provided that Parent pays the Reverse Termination Fee prior to or concurrently with the Company shall have breached in any material respect any termination of its covenants or agreements set forth in Section 5.01(u) or Section 5.04this Agreement; or (b) at any time prior to the Effective Time, whether before or after the Requisite Parent Vote is obtained, if: (i) if there an Adverse Company Recommendation Change shall have occurred; or (ii) there has been a breach of any representation, warranty, covenantcovenant or agreement made by the Company in this Agreement, or agreement on any such representation and warranty shall have become untrue after the part date of the Company set forth in this Agreement Agreement, such that the conditions to the Closing of the Mergers set forth in Section 6.02(a7.2(a) or Section 6.02(b), as applicable, 7.2(b) would not be satisfied and, and such breach or condition is incapable of being cured by the End Date; not curable or, if capable of being curable, is not cured by the End Date, shall not have been cured prior to within the earlier of (ix) 30 days after written notice thereof is given by Parent to the Company or and (iiy) the fifth business day prior to End Date; provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent or any other Parent Party is then in material breach of any representation, warranty, covenant, or obligation hereunder that would cause any condition set forth in Section 6.03(a) or Section 6.03(b) not to be satisfied.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent Parent: (a) at any time prior to the Closing: time the Stockholder Approval is obtained, if the Company Board (aacting upon the recommendation of the Special Committee) if a Company Adverse Recommendation Change or the Special Committee shall have occurred effected a Change of Recommendation or allowed the Company shall have approved or adopted, or recommended the approval or adoption of, any Company Acquisition Agreement or the Company shall have breached in any material respect any of its covenants or agreements set forth in Section 5.01(u) or Section 5.04Subsidiaries to enter into an Alternative Acquisition Agreement (for the avoidance of doubt, other than an Acceptable Confidentiality Agreement); or (b) at any time prior to the Effective Time, if there shall have has been a breach of any representation, warranty, covenant, covenant or agreement on the part of the Company set forth in this Agreement such that the conditions Agreement, which breach (i) would give rise to the Closing failure of the Mergers a condition set forth in Section 6.02(a6.2(a) or Section 6.02(b6.2(b), as applicable, would and (ii) (A) is not be satisfied and, such breach is incapable of being cured by the End Date; or, if capable of being cured by the End DateCompany by the Termination Date or (B) if capable of being cured, shall not have been cured prior to before the earlier of (ix) 30 days after thirty (30) Business Days following receipt of written notice thereof is given by from Parent to the Company of such breach or (iiy) the End Termination Date; provided furtherprovided, that neither Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent or any other Parent Party nor Merger Sub is then in material breach of any representation, warranty, covenant, covenant or obligation hereunder agreement of this Agreement such that would cause any condition to the obligations of the Company set forth in Section 6.03(a6.3(a) or Section 6.03(b6.3(b) would not to then be satisfiedsatisfied if the Closing Date were the date of such termination.