Common use of Termination by Purchaser Clause in Contracts

Termination by Purchaser. This Agreement may be terminated and ------------------------ the transactions contemplated hereby may be abandoned at any time prior to the Effective Time, before or after the approval by holders of Shares, by action of the Board of Directors of Purchaser, if (i) the Company shall have breached or failed to perform in any material respect any of the covenants or agreements contained in this Agreement to be complied with or performed by the Company prior to such date of termination which breach or failure shall not have been cured prior to the earlier of (A) ten business days following the giving of written notice to the Company of such breach or failure and, if applicable, (B) the date on which the Offer is then scheduled to expire, or any representation or warranty of the Company set forth in this Agreement shall have been inaccurate or incomplete when made except for such failures to be complete or accurate that, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the financial condition, properties, business or results of operations of the Company and its subsidiaries taken as a whole or could prevent or materially delay the transactions contemplated by this Agreement or impair the ability of Purchaser, Merger Sub, the Company or any of their respective affiliates, following consummation of the Offer or the Merger, to conduct any material business or operations in any jurisdiction where they are now being conducted, (ii) the Board of Directors of the Company (or a special committee thereof) shall have amended, modified or withdrawn in a manner adverse to Purchaser or Merger Sub its approval or recommendation of the Offer, this Agreement or the Merger or the Board of Directors of the Company, upon request by Purchaser, shall have failed to publicly reaffirm such approval or recommendation within ten business days of such request by Purchaser, or shall have endorsed, approved or recommended any other Acquisition Proposal, or shall have resolved to do any of the foregoing, or (iii) the Company shall have entered into any agreement, letter of intent or agreement in principle with respect to any other Acquisition Proposal.

Termination by Purchaser. This Agreement may be terminated by Purchaser and ------------------------ the transactions contemplated hereby Sub Merger and the Parent Merger may be abandoned at any time prior to the Effective Timeconsummation thereof, before or after the approval by holders stockholders of Shares, by action of the Board of Directors of Purchaser, Parent or Sub if (ia) the Company Parent Board shall have breached withdrawn or failed to perform in any material respect any of the covenants or agreements contained in this Agreement to be complied with or performed by the Company prior to such date of termination which breach or failure shall not have been cured prior to the earlier of (A) ten business days following the giving of written notice to the Company of such breach or failure and, if applicable, (B) the date on which the Offer is then scheduled to expire, or any representation or warranty of the Company set forth in this Agreement shall have been inaccurate or incomplete when made except for such failures to be complete or accurate that, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the financial condition, properties, business or results of operations of the Company and its subsidiaries taken as a whole or could prevent or materially delay the transactions contemplated by this Agreement or impair the ability of Purchaser, Merger Sub, the Company or any of their respective affiliates, following consummation of the Offer or the Merger, to conduct any material business or operations in any jurisdiction where they are now being conducted, (ii) the Board of Directors of the Company (or a special committee thereof) shall have amended, modified or withdrawn in a manner adverse to Purchaser or Merger Sub its approval or recommendation of the Offerthis Agreement, this Agreement or the Merger or the Board of Directors of the CompanyParent Board, upon request by Purchaser, shall have failed fail to publicly reaffirm such its approval or recommendation within ten business days of such request by Purchaser, or shall have endorsed, approved or recommended any other Acquisition Proposalrecommendation, or shall have resolved to do any of the foregoing, or at the Sub Stockholders' Meeting all shares of Sub Common Stock owned directly or indirectly by Parent shall not have been voted in favor of the Sub Merger and in favor of the amendment to Sub's Articles of Incorporation described in Section 5.1(z) hereof; or (iiib) Parent shall have failed to perform in any material way any of its covenants under this Agreement in a manner so as not to satisfy the condition to closing in Section 7.2(a), which failure to perform is incapable of being cured or has not been cured within twenty (20) days after the giving of notice thereof to Parent; or (c) Parent shall have breached any of its representations or warranties in any material respect in a manner so as not to satisfy the condition to closing in Section 7.2(b), which breach is incapable of being cured or has not been cured within twenty (20) days after the giving of notice thereof to Parent; or (d) the Company Board of Directors of Sub, or the Independent Committee thereof, shall have entered into withdrawn or modified in a manner adverse to Purchaser its approval or recommendation of this Agreement, or the Board of Directors of Sub, or the Independent Committee thereof, upon request by Purchaser, shall fail to reaffirm its approval or recommendation, or shall have resolved to do any agreementof the foregoing; or (e) Sub shall have failed to perform in any material way any of its covenants under this Agreement in a manner so as not to satisfy the condition to closing in Section 7.2(a), letter which failure to perform is incapable of intent being cured or agreement has not been cured within twenty (20) days after the giving of notice thereof to Sub; or (f) Sub shall have breached any of its representations or warranties in principle with any material respect in a manner so as not to any other Acquisition Proposalsatisfy the condition to closing in Section 7.2(b), which breach is incapable of being cured or has not been cured within twenty (20) days after the giving of notice thereof to Sub.

Termination by Purchaser. This Agreement may be terminated and ------------------------ the transactions contemplated hereby may be abandoned at any time prior to the Effective Time, before or after the approval by holders of Shares, by action of the Board of Directors of Purchaser, if (i) the Company shall have breached or failed to perform in any material respect any of the covenants or agreements contained in this Agreement to be complied with or performed by the Company prior to such date of termination which breach or failure shall not have been cured prior to the earlier of (A) ten five business days following the giving of written notice to the Company of such breach or failure and, if applicable, and (B) two business days prior to the date on which the Offer is then scheduled to expire, or any representation or warranty of the Company set forth in this Agreement shall have been inaccurate or incomplete when made except for such failures to be complete or accurate that, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the financial condition, properties, business or results of operations of the Company and its subsidiaries taken as a whole or could prevent or materially delay the transactions contemplated by this Agreement or impair the ability of Purchaser, Merger Sub, the Company or any of their respective affiliates, following consummation of the Offer or the Merger, to conduct any material business or operations in any jurisdiction where they are now being conducted, (ii) the Board of Directors of the Company (or a special committee thereof) shall have amended, modified or withdrawn in a manner adverse to Purchaser or Merger Sub its approval or recommendation of the Offer, this Agreement or the Merger or the Board of Directors of the CompanyCompany (or a special committee thereof), upon request by Purchaser, shall have failed fail to publicly reaffirm such approval or recommendation within ten business days of such request by Purchaserrecommendation, or shall have endorsed, approved or recommended any other Acquisition Proposal, or shall have resolved to do any of the foregoing, or (iii) if the Company or any of the other persons or entities described in Section 7.2 shall have entered into take any agreement, letter of intent or agreement actions that would be proscribed by Section 7.2 but for the exception therein allowing certain actions to be taken if required by fiduciary obligations under applicable law as advised in principle with respect to any other Acquisition Proposalwriting by counsel.

Termination by Purchaser. This Agreement may be terminated and ------------------------ the transactions contemplated hereby may be abandoned at any time prior to the Effective Time, before or after the approval Offer Completion Date by holders of Shares, by action of the Board of Directors of Purchaser, if (ia) there has been a breach by the Company shall of any representation or warranty contained in this Agreement which is not curable or, if curable, is not cured within fifteen (15) calendar days after written notice of such breach is given by Purchaser to the Company, but in either event, only if such breach or breaches, in the aggregate, could be reasonably expected to have breached or failed to perform in any a Material Adverse Effect, (b) there has been a material respect breach of any of the covenants or agreements contained in this Agreement to be complied with or performed by the Company prior to such date of termination which breach or failure shall not have been cured prior to the earlier of (A) ten business days following the giving of written notice to the Company of such breach or failure and, if applicable, (B) the date on which the Offer is then scheduled to expire, or any representation or warranty of the Company set forth in this Agreement on the part of the Company, which breach is not curable or, if curable, is not cured within fifteen (15) calendar days after written notice of such breach is given by Purchaser to the Company, (c) the Company Board or any committee thereof shall have been inaccurate or incomplete when made except for such failures (i) failed to be complete or accurate that, individually or in recommend to the aggregate, could not reasonably be expected to have a material adverse effect on the financial condition, properties, business or results of operations of the Company and its subsidiaries taken as a whole or could prevent or materially delay the transactions contemplated by this Agreement or impair the ability of Purchaser, Merger Sub, the Company or any of their respective affiliates, following consummation of Shareholders that they accept the Offer or give the Merger, to conduct any material business or operations Company Shareholder Approval in any jurisdiction where they are now being conductedaccordance with this Agreement, (ii) the Board of Directors of the Company (withdrawn or a special committee thereof) shall have amended, modified or withdrawn proposed publicly to withdraw or modify in a manner adverse to Purchaser or Merger Sub its approval or recommendation of this Agreement, the Offer, this Agreement Offer or the Merger or the Board of Directors of the Company, upon request by Purchaser, shall have failed to reconfirm publicly reaffirm such and unconditionally its approval or recommendation within ten business days three (3) Business Days after a written request to do so, which public reconfirmation must also include an unconditional rejection of such request by Purchaserany then pending Company Takeover Proposal, (iii) approved or recommended, or shall proposed publicly to approve or recommend, a Company Takeover Proposal to the Shareholders, (iv) caused the Company to take any action referred to in Section 5.5 that would have endorsedconstituted a breach thereof but for the exceptions thereunder, including without limitation authorizing the Company to enter into a Company Acquisition Agreement, (v) approved or recommended any other Acquisition Proposalthe breach of the Company’s obligation under Section 5.5, or shall have (vi) resolved to do take any of the foregoingforegoing actions, (d) the Company enters into any Company Acquisition Agreement, (e) there has been a material breach by any Shareholder holding at least one percent (1%) of all Shares that is a party to the Shareholders Agreement of any representation or warranty or covenant contained in the Shareholders Agreement which is not curable or, if curable, is not cured within five (5) calendar days after written notice of such breach is given by Purchaser to the Company and such Shareholder, or (iiif) the Company Fairness Opinion shall have entered into been withdrawn, limited or otherwise modified in any agreement, letter of intent or agreement in principle with respect to any other Acquisition Proposalrespect.

Termination by Purchaser. This Agreement may be terminated and ------------------------ the transactions contemplated hereby may be abandoned at any time prior to the Effective Time, before or after the approval by holders of Shares, by action of the Board of Directors of Purchaser, if (i) the Company shall have breached or failed to perform in any material respect If any of the covenants conditions set forth in Section 6.2 have not been fulfilled in all material respects or agreements contained in this Agreement to be complied with waived at or performed by the Company prior to such date of termination which breach or failure shall not have been cured prior to the earlier of (A) ten business days following the giving of written notice to the Company of such breach or failure and, if applicable, (B) the date on which determined to be the Offer is then scheduled to expireClosing Date by Section 7.1 and September 1, 2022 (the "Drop-Dead Date"), or any material obligation or covenant of Vendors to be performed at or prior to Closing has not been observed or performed by such time, Purchaser may terminate this Agreement by notice in writing to Vendors, and in such event OP and Purchaser shall be released from all obligations hereunder save and except for their obligations under Sections 5.5, 11.3 and 11.5 which shall survive. Vendors shall be released from their obligations if the condition or conditions for the non-performance of which Purchaser has terminated this Agreement is or are not reasonably capable of being performed or caused to be performed by Vendors. If Purchaser waives compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will be without prejudice to any of its rights of termination in the event of non-fulfillment, non-observance or non-performance of any other condition, obligation or covenant in whole or in part. If OP or Purchaser or any of its representatives or agents is aware, on or prior to the Closing, that a representation or warranty of the Company set forth in this Agreement shall have been any of Vendors is untrue, incorrect or inaccurate or incomplete when made except for such failures a covenant or obligation of any of Vendors to be complete performed on or accurate thatprior to Closing is breached or not performed and Purchaser proceeds with Closing, individually or in the aggregate, could not reasonably each of OP and Purchaser shall be expected deemed to have a material adverse effect on waived such representation, warranty, covenant or obligation to the financial conditionextent of any incorrectness, propertiesinaccuracy, business breach or results of operations of non-performance thereof, except as otherwise expressly agreed in writing by the Company and its subsidiaries taken as a whole Parties at or could prevent or materially delay the transactions contemplated by this Agreement or impair the ability of Purchaser, Merger Sub, the Company or any of their respective affiliates, following consummation of the Offer or the Merger, prior to conduct any material business or operations in any jurisdiction where they are now being conducted, (ii) the Board of Directors of the Company (or a special committee thereof) shall have amended, modified or withdrawn in a manner adverse to Purchaser or Merger Sub its approval or recommendation of the Offer, this Agreement or the Merger or the Board of Directors of the Company, upon request by Purchaser, shall have failed to publicly reaffirm such approval or recommendation within ten business days of such request by Purchaser, or shall have endorsed, approved or recommended any other Acquisition Proposal, or shall have resolved to do any of the foregoing, or (iii) the Company shall have entered into any agreement, letter of intent or agreement in principle with respect to any other Acquisition ProposalClosing.

Termination by Purchaser. This Agreement may be terminated and ------------------------ the transactions contemplated hereby may be abandoned at any time prior to the Effective TimeClosing, whether before or after the approval by holders the stockholders of SharesSeller referred to in Section 8.1(a), by action of the Board of Directors of Purchaser, if Purchaser (i) if the Company Seller Board shall have breached or failed to perform in any material respect any of the covenants or agreements contained in this Agreement to be complied with or performed by the Company prior to such date of termination which breach or failure shall not have been cured prior to the earlier of (A) ten business days following failed to recommend the giving of written notice Acquisition Proposal to the Company of such breach or failure and, if applicableSeller's stockholders, (B) the date on which the Offer is then scheduled to expire, withdrawn or any representation or warranty of the Company set forth in this Agreement shall have been inaccurate or incomplete when made except for such failures to be complete or accurate that, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the financial condition, properties, business or results of operations of the Company and its subsidiaries taken as a whole or could prevent or materially delay the transactions contemplated by this Agreement or impair the ability of Purchaser, Merger Sub, the Company or any of their respective affiliates, following consummation of the Offer or the Merger, to conduct any material business or operations in any jurisdiction where they are now being conducted, (ii) the Board of Directors of the Company (or a special committee thereof) shall have amended, modified or withdrawn qualified in a manner adverse to Purchaser or Merger Sub its approval or recommendation of the OfferAcquisition Proposal (including by express communication to the Seller's stockholders or by refusing to call the Seller Special Meeting or mail the Proxy Statement or submit the matters to a vote of the Seller's stockholders), (C) failed to reconfirm its recommendation of this Agreement or the Merger or the Board of Directors of the Company, upon within five business days after a written request by Purchaser, shall have failed Purchaser to publicly reaffirm such approval or recommendation within ten business days of such request by Purchaserdo so, or shall have endorsed(D) recommended to Seller's stockholders that they approve, approved accept or recommended tender their shares in response to any other Acquisition Alternative Proposal, ; (ii) if Seller or shall have resolved to do any of the foregoing, or other Restricted Persons shall take any other action that results in a material breach of Section 6.5; (iii) if the Company Seller shall have entered into any agreement, (or the Seller Board shall have authorized the Seller to enter into) a letter of intent or intent, agreement in principle principle, acquisition agreement or other similar undertaking with respect to any other Acquisition Alternative Proposal; or (iv) if Seller or the Netherlands Subsidiary breaches or fails in any material respect to perform or comply with any of its covenants or agreements contained herein, or breaches any of its representations and warranties in any material respect, in each case that is not curable, such that the conditions set forth in Section 8.2(a) cannot be satisfied.

Termination by Purchaser. This Prior to the Closing, Purchaser shall have the right to terminate this Agreement may be terminated (and ------------------------ abandon the transactions contemplated hereby may and by the Ancillary Agreements) if (a) Exhibit 2.1 - Asset Sale Agreement Page 33 the Closing shall not have occurred on or before July 1, 2013 (the “Outside Date”), unless the failure of the Closing to occur by such date shall have been proximately caused by the failure of Purchaser to perform or comply with any of the agreements or covenants to be abandoned at any time performed, or complied with, by it on or prior to the Effective TimeClosing Date pursuant hereto, before or after the approval by holders of Shares, by action of the Board of Directors of Purchaser, if (ib) the Company shall have breached condition set forth in Section 6.01(f) or failed to perform in any material respect any of the covenants or agreements contained in this Agreement to be complied with or performed by the Company prior to such date of termination which breach or failure Section 6.01(m) shall not have been cured prior to satisfied on or before the earlier of (A) ten business days 30th day following the giving date of written notice to the Company of such breach or failure and, if applicablethis Agreement, (Bc) the date on which the Offer is then scheduled to expirethere has been a material violation or breach by Seller of any covenant contained in this Agreement, or any representation or warranty of the Company set forth contained in this Agreement shall have been inaccurate or incomplete when made except for such failures fail to be complete true and correct that in either case would cause any of the conditions set forth in Section 6.01(a) or accurate that(b) not to be satisfied, and such violation, breach or failure, if capable of cure, is not cured within 10 Business Days of the receipt of written notice thereof by Seller from Purchaser, (d) there has been a Material Adverse Effect or (e) Seller delivers to Purchaser an update of the Seller Disclosure Schedules in accordance with Section 7.13(d) and Purchaser, in its reasonable judgment, determines that such updates are individually or in the aggregate, could not reasonably be expected aggregate materially adverse to have a material adverse effect on the financial condition, properties, business or results of operations of the Company and its subsidiaries taken as a whole or could prevent or materially delay the transactions contemplated by this Agreement or impair the ability of Purchaser, Merger SubBusiness, the Company or any of their respective affiliatesPurchased Assets, following consummation of the Offer or the Merger, to conduct any material business or operations in any jurisdiction where they are now being conducted, (ii) the Board of Directors of the Company (or a special committee thereof) shall have amended, modified or withdrawn in a manner adverse to Purchaser or Merger Sub its approval or recommendation of the Offer, this Agreement or the Merger or the Board of Directors of the Company, upon request by Purchaser, shall have failed to publicly reaffirm such approval or recommendation within ten business days of such request by Purchaser, or shall have endorsed, approved or recommended any other Acquisition Proposal, or shall have resolved to do any of the foregoing, or (iii) the Company shall have entered into any agreement, letter of intent or agreement in principle with respect to any other Acquisition ProposalAssumed Liabilities.

Termination by Purchaser. This Agreement may be terminated and ------------------------ the transactions contemplated hereby may be abandoned at any time prior to the Effective Time, before or after the approval Offer Completion Date by holders of Shares, by action of the Board of Directors of Purchaser, if (ia) there has been a breach by the Company shall of any representation or warranty contained in this Agreement which is not curable or, if curable, is not cured within fifteen (15) calendar days after written notice of such breach is given by Purchaser to the Company, but in either event, only if such breach or breaches, in the aggregate, could be reasonably expected to have breached or failed to perform in any a Material Adverse Effect, (b) there has been a material respect breach of any of the covenants or agreements contained in this Agreement to be complied with or performed by the Company prior to such date of termination which breach or failure shall not have been cured prior to the earlier of (A) ten business days following the giving of written notice to the Company of such breach or failure and, if applicable, (B) the date on which the Offer is then scheduled to expire, or any representation or warranty of the Company set forth in this Agreement on the part of the Company, which breach is not curable or, if curable, is not cured within fifteen (15) calendar days after written notice of such breach is given by Purchaser to the Company, (c) the Company Board or any committee thereof shall have been inaccurate or incomplete when made except for such failures (i) failed to be complete or accurate that, individually or in recommend to the aggregate, could not reasonably be expected to have a material adverse effect on the financial condition, properties, business or results of operations of the Company and its subsidiaries taken as a whole or could prevent or materially delay the transactions contemplated by this Agreement or impair the ability of Purchaser, Merger Sub, the Company or any of their respective affiliates, following consummation of Shareholders that they accept the Offer or give the Merger, to conduct any material business or operations Company Shareholder Approval in any jurisdiction where they are now being conductedaccordance with this Agreement, (ii) the Board of Directors of the Company (withdrawn or a special committee thereof) shall have amended, modified or withdrawn proposed publicly to withdraw or modify in a manner adverse to Purchaser or Merger Sub its approval or recommendation of this Agreement, the Offer, this Agreement Offer or the Merger or the Board of Directors of the Company, upon request by Purchaser, shall have failed to reconfirm publicly reaffirm such and unconditionally its approval or recommendation within ten business days three (3) Business Days after a written request to do so, which public reconfirmation must also include an unconditional rejection of such request by Purchaserany then pending Company Takeover Proposal, (iii) approved or recommended, or shall proposed publicly to approve or recommend, a Company Takeover Proposal to the Shareholders, (iv) caused the Company to take any action referred to in Section 5.5 that would have endorsedconstituted a breach thereof but for the exceptions thereunder, including without limitation authorizing the Company to enter into a Company Acquisition Agreement, (v) approved or recommended any other Acquisition Proposalthe breach of the Company’s obligation under Section 5.5, or shall have (vi) resolved to do take any of the foregoingforegoing actions, (d) the Company enters into any Company Acquisition Agreement, (e) there has been a material breach by any Shareholder holding at least one percent (1%) of all Shares that is a party to the Shareholders Agreement of any representation or warranty or covenant contained in the Shareholders Agreement which is not curable or, if curable, is not cured within five (5) calendar days after written notice of such breach is given by Purchaser to the Company and such Shareholder , or (iiif) the Company Fairness Opinion shall have entered into been withdrawn, limited or otherwise modified in any agreement, letter of intent or agreement in principle with respect to any other Acquisition Proposal.

Termination by Purchaser. This Agreement may The Purchaser shall be terminated and ------------------------ entitled to terminate the transactions contemplated hereby may be abandoned at any time prior Agreement, without liability, cost, or penalty: on written notice to the Effective Time, before or after Supplier where the approval by holders of Shares, by action of the Board of Directors of Purchaser, if Supplier: (i) makes any general assignment for the Company benefit of creditors or otherwise enters into any composition or arrangement with its creditors; (ii) has a receiver and/or manager appointed over its assets or makes an application to do so; (iii) becomes bankrupt or insolvent or commits an act of bankruptcy or takes or attempts to take advantage of any law or statute for the relief of bankrupt or insolvent debtors; (iv) has a resolution or a petition filed or an order made for its winding up; or (v) ceases to carry on business. Notwithstanding the foregoing, the Purchaser shall have breached not be entitled to terminate this Agreement under this Section if the Supplier, or failed its creditors, or some other party makes suitable provisions for the performance of its obligations hereunder; on [Insert] [Days] written notice to perform the Supplier, following the occurrence of any material change in the Purchaser’s requirements which results from regulatory or funding changes or recommendations issued by any Governmental Authority; on written notice to the Supplier if the Supplier breaches in any material respect any of its obligations or covenants hereunder with respect to confidential information or privacy; in the covenants event of a material breach of Section 2.1 or agreements contained Section 7.1 (including no conflict of interest), or any service standard referred in the Error: Reference source not found, if such breach is not cured within 90 Days of Purchaser giving written notice of such material breach to the Supplier; and as per any provision of the Agreement that provides for early termination. [The Services and Fees Schedule and/or the should describe any specific points in time at which the Purchaser will the right to exit the arrangement and terminate the Agreement.] Obligations in the Event of Termination or Expiration of the Agreement Supplier’s Obligations In the event that the Purchaser gives notice of termination under this Agreement or this Agreement expires, or this Agreement is otherwise terminated, the Supplier shall, at the request of the Purchaser do any or any combination of the following: disclose to be complied with or performed by the Company prior Purchaser the current state of the Services completed to such the effective date of termination which breach or failure shall not (including all Deliverables that have been cured prior produced) by the Supplier as at the effective date of termination; prepare a written report on the Services completed to the earlier effective date of termination (Aincluding all Deliverables that have been produced) ten business days following the giving of written notice and deliver that report in a professional manner acceptable to the Company Purchaser within 10 Days from the effective date of such breach or failure andtermination; provide to the Purchaser all Deliverables produced during the Term, if applicable, (B) and return to the date on which Purchaser all information and materials provided to the Offer is then scheduled to expire, or any representation or warranty Supplier by the Purchaser; and assist with the transition/handover of the Company set forth in this Agreement shall have been inaccurate Services, whether to the Purchaser or incomplete when made except for such failures to be complete or accurate thata third party, individually or in as applicable and upon the aggregate, could not reasonably be expected to have a material adverse effect on the financial condition, properties, business or results of operations request of the Company and its subsidiaries taken as a whole or could prevent or materially delay the transactions contemplated by this Agreement or impair the ability of Purchaser, Merger Sub, the Company or any of their respective affiliates, following consummation of the Offer or the Merger, to conduct any material business or operations in any jurisdiction where they are now being conducted, (ii) the Board of Directors of the Company (or a special committee thereof) shall have amended, modified or withdrawn in a manner adverse to Purchaser or Merger Sub its approval or recommendation of the Offer, this Agreement or the Merger or the Board of Directors of the Company, upon request by Purchaser, shall have failed to publicly reaffirm such approval or recommendation within ten business days of such request by Purchaser, or shall have endorsed, approved or recommended any other Acquisition Proposal, or shall have resolved to do any of the foregoing, or (iii) the Company shall have entered into any agreement, letter of intent or agreement in principle with respect to any other Acquisition Proposal.

Termination by Purchaser. This Agreement may be terminated and ------------------------ the transactions contemplated hereby may be abandoned at any time prior to the Effective TimeClosing, whether before or after the approval by holders the stockholders of SharesSeller referred to in Section 8.1(a), by action of the Board of Directors of Purchaser, if Purchaser (i) if the Company Seller Board shall have breached or failed to perform in any material respect any of the covenants or agreements contained in this Agreement to be complied with or performed by the Company prior to such date of termination which breach or failure shall not have been cured prior to the earlier of (A) ten business days following failed to recommend the giving of written notice Acquisition Proposal to the Company of such breach or failure and, if applicableSeller’s stockholders, (B) the date on which the Offer is then scheduled to expire, withdrawn or any representation or warranty of the Company set forth in this Agreement shall have been inaccurate or incomplete when made except for such failures to be complete or accurate that, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the financial condition, properties, business or results of operations of the Company and its subsidiaries taken as a whole or could prevent or materially delay the transactions contemplated by this Agreement or impair the ability of Purchaser, Merger Sub, the Company or any of their respective affiliates, following consummation of the Offer or the Merger, to conduct any material business or operations in any jurisdiction where they are now being conducted, (ii) the Board of Directors of the Company (or a special committee thereof) shall have amended, modified or withdrawn qualified in a manner adverse to Purchaser or Merger Sub its approval or recommendation of the OfferAcquisition Proposal (including by express communication to the Seller’s stockholders or by refusing to call the Seller Special Meeting or mail the Proxy Statement or submit the matters to a vote of the Seller’s stockholders), (C) failed to reconfirm its recommendation of this Agreement or the Merger or the Board of Directors of the Company, upon within five business days after a written request by Purchaser, shall have failed Purchaser to publicly reaffirm such approval or recommendation within ten business days of such request by Purchaserdo so, or shall have endorsed(D) recommended to Seller’s stockholders that they approve, approved accept or recommended tender their shares in response to any other Acquisition Alternative Proposal, ; (ii) if Seller or shall have resolved to do any of the foregoing, or other Restricted Persons shall take any other action that results in a material breach of Section 6.5; (iii) if the Company Seller shall have entered into any agreement, (or the Seller Board shall have authorized the Seller to enter into) a letter of intent or intent, agreement in principle principle, acquisition agreement or other similar undertaking with respect to any other Acquisition Alternative Proposal; or (iv) if Seller or the Netherlands Subsidiary breaches or fails in any material respect to perform or comply with any of its covenants or agreements contained herein, or breaches any of its representations and warranties in any material respect, in each case that is not curable, such that the conditions set forth in Section 8.2(a) cannot be satisfied.