Common use of Termination by Either Parent or the Company Clause in Contracts

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by Parent or the Company, before or after the approval by stockholders of the Company, if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to any party whose failure to fulfill any of its material obligations under this Agreement results in the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28December 31, 19972000, whether such date is before or after the date of approval by the stockholders of the Company or Parent (the "Termination Date"), (ii) the approval of the Company's or Parent's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company or Parent); provided provided, that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (i) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (iia) the Merger shall not have been consummated by May 28June 15, 19972008, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”), (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement thereof, or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company); provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill any of that has breached its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders consummation of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28August 15, 19971998, whether such date is before or after the date of approval by the stockholders of the Company or Parent (the "Termination Date"); provided provided, however, that if either Parent or the Company determines that additional time is necessary in connection with obtaining any Governmental Consents, the Termination Date may be extended by Parent or the Company from time to time by written notice to the other party to a date not beyond December 15, 1998, (ii) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, (iii) the approval of Parent's stockholders as required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof or (iv) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company or Parent); provided, that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (i) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Initial Merger shall not have been consummated by October 22, 2017 (as it may be extended below, the “Termination Date”), whether such date is before or after the approval date of adoption of this Agreement by the stockholders of the CompanyCompany referred to in Section 7.1(a); provided that if on such date any of the Required Governmental Consents shall not have been obtained, if the Termination Date may be extended one or more times by the Company or Parent from time to time by written notice to the other party up to a date (ior dates) on or before Xxxxx 00, 0000, (x) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken, or (c) any court of competent jurisdiction in the United States Law or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger and such Order Mergers shall have become final and nonappealablenon-appealable, provided, that whether before or after the party seeking to terminate adoption of this Agreement pursuant by the stockholders of the Company referred to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28, 1997in Section 7.1(a); provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of the Initial Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by December 31, before 2000, or after (b) the approval by stockholders of the Company's stockholders required by Section 7.1(a) shall not have been obtained at the Stockholders' Meeting or any adjournment thereof, if or (ic) any a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause paragraph (ic) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to paragraph (iia) of this Section 8.2, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)December 31, 2000.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by Parent Parent, by action of its board of directors, or the Company, before or after the approval by stockholders action of the CompanyCompany Board, if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (iia) the Merger shall not have been consummated by May 28March 31, 19972013, whether such date is before or after the date on which the Company Requisite Vote is obtained (such date, as it may be extended pursuant to the provisions hereof, the “Termination Date”); provided (b) the Shareholders Meeting shall have been held and completed and the Company Requisite Vote shall not have been obtained at such Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Company Requisite Vote has been obtained), provided, that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in the failure of the Merger to occur on or prior to such date; (iii) this Agreement any manner that shall have been voted on by stockholders the direct, principal and proximate cause of the Company and failure to consummate the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28March 1, 19972006, whether such date is before or after the date of approval by the stockholders of the Company (the “Termination Date”); provided (ii) the Stockholders Meeting shall not have been held by the Termination Date or the approval of the Company’s stockholders required by Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement thereof; provided, however, that the right to terminate this Agreement under this Section 8.2(ii) shall not be available to the Company where the failure to obtain Company stockholder approval shall have been caused by the action or failure to act by the Company and such action or failure to act constitutes a material breach by the Company of this Agreement; or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company); provided, that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (i) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by January 31, before 2001, or after (b) the approval by stockholders of the Company's stockholders required by Section 7.1(a) shall not have been obtained at the Stockholders' Meeting or any adjournment thereof, if or (ic) any a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause paragraph (ic) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to paragraph (iia) of this Section 8.2, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)January 31, 2001.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by December 31, before 1997, or after (b) the approval by stockholders of the Company's stockholders required by Section 3.6 shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, if or (ic) any a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order 42 48 order, decree, ruling or other action shall have become final and nonappealable, non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause (ic) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to clause (iia) above, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Mergers may be abandoned at any time prior to the CPI Merger Effective Time by action of the Board of Directors of either Parent or the CompanyCompany if (i) the Mergers shall not have been consummated by October 31, 2001 (the "Termination Date"), whether such date is before or after the approval adoption of this Agreement by stockholders holders of Company Shares, (ii) the Company shall not have obtained the Company Requisite Vote upon a vote taken at a meeting of the CompanyCompany stockholders duly convened therefor or at any adjournment or postponement thereof or as a result of a solicitation of consents pursuant to the DGCL and the federal proxy rules, if or (iiii) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the consummation of either Merger and such Order shall have become final and nonappealable, non-appealable (whether before or after the adoption of this Agreement by holders of Company Shares); provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Orderhowever, (ii) the Merger shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (i) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have contributed to the occurrence of the failure of the Merger Mergers to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court or Governmental Entity of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such Order order, decree, ruling or other action shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Ordernon-appealable, (ii) the Merger Company Stockholder Approval shall not have been consummated received at the Stockholders Meeting duly called and held, or (iii) the Effective Time shall not have occurred on or before December 1, 2010 (the “Termination Date”); provided, that the Termination Date may be extended for up to an additional forty-five (45) days by May 28either Parent or the Company by written notice to the other party if the Closing shall not have occurred because of failure to obtain approval from one or more regulatory authorities whose approval is required in connection with this Agreement; provided, 1997; provided further, that (i) the right to extend the Termination Date pursuant to Section 9.2 shall not be available to any party if it is then in breach of its representations, covenants or agreements such that the conditions in Article VIII hereof are incapable of being satisfied by the Termination Date as then in effect, and (ii) the right to terminate this Agreement pursuant to this Section 8.2(ii) 9.2 shall not be available to any party whose failure to fulfill any of its material obligations under this Agreement results in the such failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)close.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of either the Board of Directors of Parent or the Company, before or after the approval by stockholders of the Company, Company Board if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28September 30, 19972002, provided that such date shall be extended to November 15, 2002 if as of September 30, 2002 the Proxy Statement shall have been mailed to the shareholders of the Company, but the Company Stockholders Meeting shall not have commenced as of September 30, 2002 (the "TERMINATION DATE"); provided (ii) the Company Requisite Vote shall not have been obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof; or (iii) any Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the Company Requisite Vote; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned (i) by action of the board of directors of either Parent or the Company if the Merger shall not have been consummated by August 31, 2000, whether such date is before or after the date of approval by the stockholders of the Company (the "Termination Date"), (ii) by action of the board of directors of Parent or the Company, before if the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor or after the approval at any adjournment or postponement thereof, or (iii) by stockholders action of the Company, board of directors of either Parent or the Company if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger and such Order shall have become final and nonappealable, non-appealable (whether before or after the approval by the stockholders of the Company or Parent); provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (i) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by October 31, before 1997, or after (b) the approval by stockholders of the Company's stockholders required by Section 3.5 shall not have been obtained at the Company Meeting or at any adjournment or postponement thereof, if or (ic) any a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause (ic) shall have used all reasonable best efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to clause (iia) above, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (iia) the Merger shall not have been consummated by May February 28, 19972000, whether such date is before or after the date of approval by the stockholders of the Company (the "Termination Date"), provided, however, that the Termination Date shall be extended by 60 days if the sole reason for the failure to consummate the Merger is the failure to obtain the Government Consents described in Section 7.1(c); provided (b) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (a) or (b) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have caused the occurrence of the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders be consummated or, in the case of the Company and the vote shall not have been sufficient Company, its stockholder approval to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be obtained.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of trustees of either Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28December 15, 19972006, whether such date is before or after the date of approval by the shareholders of the Company or Parent (the “Termination Date”), (ii) the Requisite Company Vote shall not have been obtained at the Company Shareholders Meeting or at any adjournment or postponement thereof, (iii) the Requisite Parent Vote shall not have been obtained at the Parent Shareholders Meeting or at any adjournment or postponement thereof, or (iv) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the shareholders of the Company or Parent); provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders consummation of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (iia) the Merger shall not have been consummated by May 2822, 19972011, whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) (such date the “Termination Date”); provided (b) the Stockholders Meeting shall have been held and completed and adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at such Stockholders Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)), provided, that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have primarily contributed to the occurrence of the failure of a condition to the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders consummation of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)Merger.

Termination by Either Parent or the Company. This Amended and Restated Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by August 31, before 1997, or after (b) the approval by stockholders of the Company's stockholders required by Section 3.6 shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, if or (ic) any a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Amended and Restated Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, non-appealable; provided, that the party seeking to terminate this Amended and Restated Agreement pursuant to this clause (ic) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to clause (iia) above, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Amended and Restated Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)August 31, 1997.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (iia) the Merger shall not have been consummated by May February 28, 19972000, whether such date is before or after the date of approval by the stockholders of the Company (the "Termination Date"), provided, however, that the Termination Date shall be extended by 60 days if the sole reason for the failure to consummate the Merger is the failure to obtain the Government Consents described in SECTION 7.1(c); provided (b) the approval of the Company's stockholders required by SECTION 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (a) or (b) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have caused the occurrence of the failure of the Merger to occur on be consummated or prior the stockholder approval to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be obtained.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (iia) the Merger shall not have been consummated by May 28August 31, 19972003 whether such date is before or after the date of approval by the stockholders of the Company (the "Termination Date"), (b) the Company's stockholders vote upon this Agreement at a meeting duly convened therefor or at any adjournment or postponement thereof and the vote of approval required by Section 7.1(a) shall not have been obtained thereat or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders A-35 of the Company); provided provided, that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (a) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent Governmental Entity having jurisdiction in over the United States Company, Parent, Holdings or some other governmental body or regulatory authority Merger Sub shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such Order order, decree, ruling or other action shall have become final and nonappealable, provided, ; provided that the party seeking to terminate this Agreement pursuant to this clause (iSection 8.2(i) shall have used all reasonable efforts to remove such Ordercomplied with its obligations under Section 6.5(a), (ii) the Merger Company Shareholder Approval shall not have been consummated by May 28received at the Special Meeting duly called and held or (iii) the Effective Time shall not have occurred on or before August 31, 19972008 (the "Termination Date"); provided that the right to terminate this Agreement pursuant to this Section 8.2(ii8.2(iii) shall not be available to any party whose failure to fulfill any of its material obligations under this Agreement results in the such failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy provided further, however, that, if the condition set forth in Section 7.1(a)(i7.1(c) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient satisfied solely by reason of the failure of any Governmental Consent that has been obtained to satisfy have become a Final Order, neither party may terminate this Agreement prior to the condition set forth in Section 7.1(a)(ii)60th day after the date on which such Governmental Consent was obtained.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court or Governmental Entity of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such Order or other action shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Ordernon-appealable, (ii) the Merger Company Stockholder Approval shall not have been consummated received at the Stockholders Meeting duly called and held or at any adjournment or postponement thereof at which the vote was taken, or (iii) the Effective Time shall not have occurred on or before July 16, 2013 (the “Termination Date”); provided, that the Termination Date may be extended to October 16, 2013 by May 28either Parent or the Company by written notice to the other party if the Closing shall not have occurred by such date and on such date the conditions set forth in Section 8.1(c) have not been satisfied or waived and each of the other conditions to consummation of the Merger set forth in Article VIII has been satisfied, 1997waived or remains capable of satisfaction; provided provided, further, that the right to terminate this Agreement pursuant to this Section 8.2(ii) 9.2 shall not be available to any party whose willful and material breach of this Agreement was the proximate cause of such failure to fulfill any of its material obligations under this Agreement results in the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)close.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by June 30, before 1998, or after (b) the approval by stockholders of the Company's stockholders required by Section 3.6 shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, if or (ic) any a court of competent jurisdiction in the United States or some other governmental body or regulatory a Governmental Entity with authority over such matters shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, non- appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause (ic) above shall have used all commercially reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to clause (iia) above, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the CompanyCompany if (i) the Merger shall not have been consummated by March 31, 1997, whether such date is before or after the date of approval by the stockholders of the Company or Parent (the "Termination Date"), (ii) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, if (iiii) the approval of Parent's stockholders as required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or (iv) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, non-appealable (whether before or after the approval by the stockholders of the Company or Parent); provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (i) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be consummated.

Termination by Either Parent or the Company. This Agreement may be ------------------------------------------- terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by December 31, before 1998, or after (b) the approval by stockholders of the Company's stockholders required by Section 6.1(a) shall not have been obtained at the Stockholders' Meeting or any adjournment thereof, if or (ic) any a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, ; provided, that the party seeking to terminate this Agreement pursuant to this clause paragraph (ic) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to paragraph (iia) of this Section 7.3, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)December 31, 1998.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by March 31, before 1998, or after (b) the approval by stockholders of the Company's stockholders required by Section 6.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment thereof, if or (ic) the approval of Parent's stockholders required by Section 6.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment thereof, or (d) a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, ; provided, that the party seeking to terminate this Agreement pursuant to this clause (id) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to clause (iia) above, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have approximately contributed to the failure of to consummate the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)March 31, 1998.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Arrangement may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the CompanyCompany if (i) the Arrangement shall not have been consummated by December 31, 2000, whether such date is before or after the date of approval by stockholders the shareholders of the Company (the "TERMINATION DATE"), (ii) the approval of the Company's shareholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, if (iiii) the Bermuda Court shall fail to sanction the Scheme of Arrangement or (iv) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger and such Order Arrangement shall have become final and nonappealablenon-appealable (whether before or after the approval by the shareholders of the Company or Parent); PROVIDED, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (i) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger Arrangement to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Merger may be abandoned abandoned, by Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28September 30, 19972006 (the "Termination Date"); provided provided, however, that the right to terminate this Agreement pursuant to under this Section 8.2(ii8.2(i) shall not be available to any party whose failure to fulfill any willful breach of its material obligations under a representation, warranty or covenant in this Agreement results has been a principal cause of or resulted in the failure of the Merger to occur be consummated on or prior to before such date; , (iiiii) this Agreement any Governmental Entity shall have been voted on by stockholders of issued an order, decree or ruling or taken any other action (which order, decree, ruling or other action the Company and parties hereto shall use their commercially reasonable efforts to lift), in each case permanently restraining, enjoining or otherwise prohibiting the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other material transactions contemplated by this Agreement and such order, decree, ruling or other action shall have been voted on become final and nonappealable or (iii) if the Company fails to obtain the required approval of its stockholders as required by stockholders of Parent and Law; provided, however, that the vote right to terminate this Agreement under this Section 8.2(iii) shall not have be available to any party whose willful breach of a representation, warranty or covenant in this Agreement has been sufficient a principal cause of or resulted in the failure to satisfy the condition set forth in Section 7.1(a)(ii)obtain such approval.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by March 31, before 1998, or after (b) the approval by stockholders of the Company's stockholders required by Section 6.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment thereof, if or (ic) the approval of Parent's stockholders required by Section 6.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment thereof, or (d) a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, ; provided, that the party seeking to terminate this Agreement pursuant to this clause (id) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to clause (iia) above, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)March 31, 1998.

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Merger may be abandoned abandoned, by Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28September 30, 19972006 (the "TERMINATION DATE"); provided PROVIDED, HOWEVER, that the right to terminate this Agreement pursuant to under this Section 8.2(ii8.2(i) shall not be available to any party whose failure to fulfill any willful breach of its material obligations under a representation, warranty or covenant in this Agreement results has been a principal cause of or resulted in the failure of the Merger to occur be consummated on or prior to before such date; , (iiiii) this Agreement any Governmental Entity shall have been voted on by stockholders of issued an order, decree or ruling or taken any other action (which order, decree, ruling or other action the Company and parties hereto shall use their commercially reasonable efforts to lift), in each case permanently restraining, enjoining or otherwise prohibiting the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other material transactions contemplated by this Agreement and such order, decree, ruling or other action shall have been voted on become final and nonappealable or (iii) if the Company fails to obtain the required approval of its stockholders as required by stockholders of Parent and Law; PROVIDED, HOWEVER, that the vote right to terminate this Agreement under this Section 8.2(iii) shall not have be available to any party whose willful breach of a representation, warranty or covenant in this Agreement has been sufficient a principal cause of or resulted in the failure to satisfy the condition set forth in Section 7.1(a)(ii)obtain such approval.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28April 30, 19971999, whether such date is before or after the date of approval by the stockholders of the Company; provided (the "Termination Date"), (ii) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof (the "Company Shareholders Meeting") or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company); provided, that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (i) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the CompanyCompany if (i) the Merger shall not have been consummated by March 31, 1997, whether such date is before or after the date of approval by the stockholders of the Company or Parent (the "TERMINATION DATE"), (ii) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, if (iiii) the approval of Parent's stockholders as required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or (iv) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealablenon-appealable (whether before or after the approval by the stockholders of the Company or Parent); PROVIDED, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (i) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer and the Merger may be abandoned by Parent or at any time prior to the CompanyEffective Time, before or after the approval of this Agreement by stockholders the holders of Shares referred to in Section 8.1(a), by action of the Company, Board of Directors of Parent or of the Company if (ia) the Merger shall not have been consummated by June 30, 1997, or (b) any court of competent jurisdiction in the United States or some any other governmental governmental, regulatory or administrative agency, body or regulatory authority commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealablenon-appealable; PROVIDED, providedHOWEVER, that the party seeking to terminate this Agreement pursuant to this clause (ib) shall have used all reasonable efforts to remove such Orderinjunction, (ii) the Merger shall not have been consummated by May 28order or decree; PROVIDED, 1997; provided that FURTHER, the right to terminate this Agreement pursuant to this Section 8.2(iiclause (a) above, shall not be available to any party whose failure to fulfill perform or observe in any material respect any of its material obligations under this Agreement results in any manner shall have been the cause of, or resulted in, the failure of the Merger to occur on or prior to before such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii).