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 at any time prior to the Effective Time by action of either Parent or the Company if (a) the Merger shall not have been consummated by August 31, 2011 (the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company, provided, that, if, as of the Termination Date, all conditions to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011, (b) the adoption of this Agreement by the Company’s stockholders required by 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 this Agreement was taken 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); provided that the right to terminate this Agreement pursuant to clause (a) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been a principal cause of or resulted in the occurrence of the failure of the Merger to be consummated on or before such date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by August 315, 2011 2015 (as it may be extended below, the “Termination Date”), whether provided that if on such date is before or after the date of adoption of this Agreement by the stockholders any of the Company, provided, that, if, as of the Termination Date, all conditions to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition Closing set forth in Section 7.1(c), or Section 7.1(d8.1(b) or Section 7.2(c), Parent may, by written notice 8.1(c) (to the Companyextent that such Restraining Order is in respect of any Required Government Consent) shall not have been fulfilled but all other conditions to the Closing either have been fulfilled or are then capable of being fulfilled, extend then the Termination Date shall, without any action on the part of the parties, be extended to November 305, 20112015, (b) the adoption of this Agreement by the Company’s stockholders required by Section 7.1(a) Requisite Company Vote shall not have occurred been obtained at a meeting duly convened therefor the Shareholders Meeting or at any adjournment or postponement thereof at which a vote upon of the Shareholders Meeting taken in accordance with this Agreement was taken or (c) any Restraining Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall have become final and non-appealable (whether before or after the adoption of this Agreement by the stockholders of the Company)appealable; provided that the right to terminate this Agreement pursuant to clause (a) above this Section 9.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement Agreement, including Section 7.4(b), in any manner that shall have been a principal cause of or resulted in proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger or the failure of the Merger to be consummated on or before such dateoccur by the Termination Date.

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 Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Merger Mergers shall not have been consummated by August 31June 30, 2011 (the “Termination Date”)2001, whether such date is before or after the date of adoption of this Agreement by the stockholders receipt of the CompanyCompany Requisite Vote (the "Termination Date"), providedprovided that the Termination Date shall be automatically extended to March 31, that, 2002 if, as on June 30, 2001: (x) any of the Termination DateGovernmental Consents described in Section 7.1(e) have not been obtained or waived, all (y) each of the other conditions to this Agreement shall have the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (other than those z) any Governmental Consent that are to be satisfied by action taken at the Closing) other than the condition set forth has not yet been obtained is being pursued diligently and in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011good faith, (b) the adoption approval of this Agreement by the Company’s stockholders 's shareholders required by Section 7.1(a) shall not have occurred been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon this Agreement was taken or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger Mergers shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the adoption of this Agreement approval by the stockholders shareholders of the Company); ) pursuant to Section 6.4, provided that the right to terminate this Agreement pursuant to clause (a) above shall not be available to any party that has breached in whose failure to fulfill any material respect its obligations obligation under this Agreement in or under any manner that shall have been a principal cause of existing law, order, rule or regulation has caused or resulted in the occurrence of the failure of the Merger Mergers to be consummated on or before such dateconsummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company Company, and upon delivery of written notice to the other party if (a) the Merger shall Closing has not have been consummated occurred by August 31January 30, 2011 2014 (as it may be extended as described below in this Section 9.2(a), the “Termination Outside Date”); provided, whether such however, that if Parent or the Company determines that additional time is necessary in order to satisfy the HSR Condition, the Outside Date may be extended by Parent or the Company to a date is before or after not beyond April 30, 2014; provided, further, that the date of adoption of right to terminate this Agreement by pursuant to this Section 9.2(a) shall not be available to any party hereto that has breached its obligations under this Agreement in any manner that shall have proximately contributed to the stockholders failure of the Company, provided, that, if, as of the Termination Date, all conditions Closing to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice occurred prior to the Company, extend the Termination Date to November 30, 2011Outside Date, (b) the adoption of this Agreement by the Company’s stockholders required by 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 this Agreement was taken 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)appealable; provided that the right to terminate this Agreement pursuant to clause (athis Section 9.2(b) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the existence of such Order or (c) this Agreement shall not have been a principal cause duly adopted by holders of Shares constituting the Company Requisite Vote at the Stockholders Meeting or resulted in the occurrence of the failure of the Merger to be consummated on any adjournment or before such datepostponement thereof.

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 if (a) the Merger shall not have been consummated by August 31October 23, 2011 2010 (the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company, Company referred to in Section 7.1(a); provided, thathowever, ifthat if the conditions set forth in Section 7.1(b) have not been satisfied or waived on or prior to such date, as of the Termination Date, but all other conditions to this Agreement shall set forth in Article VII have been satisfied or waived (other than except for those conditions that by their nature are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend then the Termination Date may be extended by Parent or the Company in writing to November 30a date not beyond January 23, 2011, (b) the adoption of this Agreement by the Company’s stockholders required by of the Company referred to in Section 7.1(a) shall not have occurred been obtained at a meeting duly convened therefor the Stockholders Meeting or at any adjournment or postponement thereof at which a vote upon this Agreement was taken 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 CompanyCompany referred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to clause (athis Section 8.2(c) above shall not be available to any party unless, subject to Section 6.5, such party shall have used its reasonable best efforts to oppose any such Order or have such Order vacated or made inapplicable to the Merger; provided, further, that the right to terminate this Agreement pursuant to this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been a principal cause of or resulted in proximately contributed to the occurrence of the failure of a condition to the Merger to be consummated on or before such dateconsummation of the 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 either Parent or the Company if (ai) the Merger shall not have been consummated by August 31, 2011 (the “Termination Date”), whether such date there is before or after the date of adoption of this Agreement by the stockholders of the Company, provided, that, if, as of the Termination Date, all conditions to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011, (b) the adoption of this Agreement by the Company’s stockholders required by Section 7.1(a) shall not have occurred at force a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon this Agreement was taken or (c) any Order Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger and such Law shall have become final and non-appealable and not subject to challenge, (whether before ii) the Company Shareholder Approval shall not have been received at the Shareholders Meeting duly called and held at which a quorum was present or after the adoption of this Agreement by the stockholders of the Company)any adjournment thereof; provided that the right to terminate this Agreement pursuant to clause this Section 8.2(ii) (aA) above shall not be available to the Company if the Company has breached the provisions of Section 6.2 or 6.4, and (B) shall be subject to the Company’s obligation to pay any amounts determined to be payable to Parent under Section 8.5 as and when due, or (iii) the Effective Time shall not have occurred on or before June 30, 2007 (the “Termination Date”); provided, that (A) the right to terminate this Agreement pursuant to this Section 8.2(iii) shall not be available to any party that has breached in whose failure to fulfill any material respect of its obligations under this Agreement results in such failure to close, and (B) the Termination Date for any manner termination by the Company pursuant to this Section 8.2(iii) shall be extended by the number of days in excess of thirty (30) days that shall have been a principal cause of or resulted in the occurrence is required to obtain final SEC approval of the failure Proxy Statement (measured from the date of the Merger first filing of the preliminary Proxy Statement with the SEC until the date the Proxy Statement is cleared by the SEC to be consummated on or before such datemailed to the shareholders of the Company).

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 if (a) the Merger shall not have been consummated by August December 31, 2011 (the “Termination Date”)2008, whether such date is before or after the date of adoption approval of this Agreement by the stockholders shareholders of the Company, Company referred to in Section 7.1(a); provided, thathowever, ifthat if Parent or the Company determines that additional time is necessary in order to obtain, as of the Termination Date, all conditions to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in consistent with Parent’s obligations under Section 7.1(c6.6(c), any necessary approval from, or Section 7.1(d) to forestall or Section 7.2(c)challenge any action to restrain, Parent mayenjoin or prohibit the Merger or to impose a Material Burden by, by written notice to the Companyany Government Entity, extend the Termination Date may be extended by Parent or the Company in writing to November 30a date not beyond February 28, 20112009 (the “Termination Date”), (b) the adoption approval of this Agreement by the Company’s stockholders required by shareholders of the Company referred to in Section 7.1(a) shall not have occurred been obtained at a meeting duly convened therefor the Shareholders Meeting or at any adjournment or postponement thereof at which a vote upon this Agreement was taken or of the Shareholders Meeting, (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 approval of this Agreement by the stockholders shareholders of the CompanyCompany referred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to clause this Section 8.2 (ax) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been a principal cause of or resulted in proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger and (y) shall, in the case of clauses (a) and (c), be subject to be consummated on or before such dateParent’s compliance with its obligations under Section 6.6(c).

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 if (a) the Merger shall not have been consummated by August 31September 30, 2011 (the “Termination Date”)2014, whether such date is before or after the date of adoption approval of this Agreement by the stockholders shareholders of the CompanyCompany referred to in Section 7.1(a), providedprovided that such date may be extended by Parent, thatat its option, ifto December 31, as of 2014 if the Termination Date, all conditions to this Agreement Closing shall not have been satisfied or waived (other than those that are to be satisfied occurred by action taken at the Closing) other than such date and on such date the condition set forth in Section 7.1(c7.2(c) has not been satisfied or waived and each of the other conditions to consummation of the Merger set forth in Article VII has been satisfied, waived or remains capable of satisfaction (the “Termination Date”), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011, (b) the adoption approval of this Agreement by the Company’s stockholders required by shareholders of the Company referred to in Section 7.1(a) shall not have occurred been obtained at a meeting duly convened therefor the Shareholders’ Meeting or at any adjournment or postponement thereof at which a vote upon of the Shareholders’ Meeting taken in accordance with this Agreement was taken or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger or the Bank Merger shall become final and non-appealable (whether before or after the adoption approval of this Agreement by the stockholders shareholders of the CompanyCompany referred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to clause (a) above this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been a principal cause of or resulted in proximately contributed to the occurrence of the failure of a condition to the Merger to be consummated on or before such dateconsummation of the 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 if (a) the Merger shall not have been consummated by August March 31, 2011 (2007, or such other date as Parent and the “Termination Date”Company agreed to in writing, provided, that such date may be extended by written notice from either Parent or the Company until not later than June 30, 2007 to the extent necessary to obtain the approvals of the Governmental Entities described in Section 7.1(b), whether such date is before or after the date of adoption approval by the shareholders of the Company referred to in Section 7.1(a), but only if on the date of such extension all other conditions to the Closing have been or are readily capable of being satisfied (the “Termination Date”), (b) the approval of this Agreement by the stockholders shareholders of the Company, provided, that, if, as of the Termination Date, all conditions Company referred to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011, (b) the adoption of this Agreement by the Company’s stockholders required by Section 7.1(a) shall not have occurred been obtained at a meeting duly convened therefor the Shareholders Meeting or at any adjournment or postponement thereof at which a vote upon this Agreement was taken 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 approval by the stockholders shareholders of the Company); provided that the right to terminate this Agreement pursuant to clause (a) above this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been a principal cause of or resulted in proximately contributed to the occurrence of the failure of a condition to the Merger to be consummated on or before such dateconsummation of the 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 or Parent (and written notice to the other party) if (a) the Merger shall not have been consummated by August March 31, 2011 (the “Termination Date”), 2001 whether such date is before or after the date of adoption of this Agreement approval by the stockholders holders of Shares of the Company, Company (the "Termination Date"); provided, thathowever, that the Termination Date shall be automatically extended for two (2) months (the "Extended Date"), if, as on March 31, 2001: (i) any of the Termination DateGovernmental Consents described in 7.1(b) have not been obtained or waived, all (ii) each of the other conditions to this Agreement shall have the consummation of the Merger set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (other than those iii) any Governmental Consent that are to be satisfied by action taken at the Closing) other than the condition set forth has not yet been obtained is being pursued diligently and in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011, good faith; (b) the adoption approval of this Agreement by the Company’s stockholders holders of Shares required by Section 7.1(a) shall not have occurred been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon this Agreement was taken or thereof; (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-non- appealable (whether before or after the adoption of this Agreement approval by the stockholders of the Company); or (d) any Law is in effect or is adopted or issued which has the effect of prohibiting the Merger; provided that the right to terminate this Agreement pursuant to clause (a) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been a principal cause of or resulted in proximately contributed to the occurrence of the failure of the Merger to be consummated on or before such dateconsummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by either Parent or the Company at any time prior to the Effective Time by action of either Parent or the Company if (a) the Merger shall not have been consummated by August 31, 2011 (the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company, provided, that, if, as of the Termination Date, all conditions to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011, (b) the adoption of this Agreement by the Company’s stockholders required by Section 7.1(a) shall not have occurred at a meeting duly convened therefor or at notwithstanding any adjournment or postponement approval thereof at which a vote upon this Agreement was taken 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), if (a) any court of competent jurisdiction or other governmental body located or having jurisdiction within the United States or any country in which the Company, directly or indirectly, has material assets or operations, shall have issued a final order, injunction, decree, judgment or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Offer or the Merger and such order, injunction, decree, judgment, ruling or other action is or shall have become final and nonappealable, (b) the Offer shall have expired or terminated pursuant to the terms of this Agreement without the purchase of any Shares pursuant thereto; provided that Purchaser shall not have the right to terminate this Agreement pursuant to this clause if the termination or expiration of the Offer without the purchase of Shares thereunder is in violation of the terms of the Offer or of this Agreement, or (c) if Purchaser has not purchased Shares pursuant to the Offer prior to September 30, 1998, provided that the right to terminate this Agreement pursuant to clause clauses (ab) above or (c) shall not be available to any party that has breached in whose failure (or the failure of whose Affiliate) to fulfill any material respect its obligations obligation under this Agreement in any manner that shall have been or whose breach of a principal cause of representation or warranty under this Agreement has resulted in the occurrence of the failure of the Merger to be consummated on or before such date.Offer not being consummated. 8.3

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 if (a) the Merger shall not have been consummated by August 31April 30, 2011 (the “Termination Date”)2006, whether such date is before or after the date of the adoption of this Agreement by the stockholders shareholders of the Company, provided, that, if, as of Company referred to in Section 7.1(a) (the “Termination Date, all conditions to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c”), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011, (b) the adoption of this Agreement by the Company’s stockholders required by shareholders of the Company referred to in Section 7.1(a) shall not have occurred been obtained at a meeting duly convened therefor the Shareholders Meeting or at any adjournment or postponement thereof thereof, (c) the approval of the issuance of the shares of Parent Common Stock in the Merger by the stockholders of the Parent referred to in Section 7.1(a) shall not have been obtained at which a vote upon this Agreement was taken the Stockholders Meeting or at any adjournment or postponement thereof, or (c) any Order 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 shareholders of the CompanyCompany referred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to clause (a) above this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been a principal cause of or resulted in proximately contributed to the occurrence of the failure of a condition to the Merger to be consummated on or before such dateconsummation of the 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 if (a) the Merger shall not have been consummated by August January 31, 2011 (the “Termination Date”)2006, whether such date is before or after the date of the adoption of this Agreement by the stockholders shareholders of the CompanyCompany referred to in Section 7.1(a), provided, however, that in the event that, if, as of January 31, 2006, the conditions set forth in Section 7.1(b), 7.1(c), 7.2(c) or 7.2(d) have not been satisfied, the termination date may be extended from time to time by Parent or the Company one or more times to a date not beyond July 31, 2006 (such date, including any such extensions thereof, the “Termination Date”), all conditions to this Agreement shall have been satisfied or waived (other than those provided, further, that are to be satisfied by action taken at the Closing) other than if the condition set forth in Section 7.1(c)7.2(d) shall not have been satisfied solely by reason of a Required Governmental Consent that has been obtained but is not yet a Final Order, or Section 7.1(d) or Section 7.2(c), Parent may, by written notice neither party may terminate this Agreement prior to the Company, extend the Termination Date to November 30, 201160th day after receipt of such Required Governmental Consent, (b) the adoption of this Agreement by the Company’s stockholders required by shareholders of the Company referred to in Section 7.1(a) shall not have occurred been obtained at a meeting duly convened therefor the Shareholders Meeting or at any adjournment or postponement thereof at which a vote upon this Agreement was taken or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable appealable, except for any Orders the existence of which would not result in the failure of the condition set forth in Section 7.1(c) (whether before or after the adoption of this Agreement by the stockholders shareholders of the CompanyCompany referred to in Section 7.1(a)); provided provided, that the right to terminate this Agreement pursuant to clause (a) above this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been a principal cause of or resulted in proximately contributed to the occurrence of the failure of a condition to the Merger to be consummated on or before such dateconsummation of the 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 or Parent (and written notice to the other party) if (a) the Merger shall not have been consummated by August 31, 2011 (the “Termination Date”), 2001 whether such date is before or after the date of adoption of this Agreement approval by the stockholders holders of Shares of the Company, Company (the "Termination Date"); provided, thathowever, that the Termination Date shall be automatically extended for two (2) months (the "Extended Date"), if, as on August 31, 2001: (i) any of the Termination DateGovernmental Consents described in 7.1(b) have not been obtained or waived, all (ii) each of the other conditions to this Agreement shall have the consummation of the Merger set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (other than those iii) any Governmental Consent that are to be satisfied by action taken at the Closing) other than the condition set forth has not yet been obtained is being pursued diligently and in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011, good faith; (b) the adoption approval of this Agreement by the Company’s stockholders holders of shares of Common Stock required by Section 7.1(a) shall not have occurred been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon this Agreement was taken or thereof; (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 approval by the stockholders shareholders of the Company); or (d) any Law is in effect or is adopted or issued which has the effect of prohibiting the Spin-Off or the Merger; provided further, however, that the right to terminate this Agreement pursuant to clause (a) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been a principal cause of or resulted in proximately contributed to the occurrence of the failure of the Merger to be consummated on or before such dateconsummated.

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 if (ai) the Merger shall not have been consummated by August 31November 30, 2011 (the “Termination Date”)1999, whether such date is before or after the date of adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Parent and/or the Company, providedas applicable, that, ifthat Parent and/or the Company, as of applicable, have substantially complied with such request, but in any event not later than January 31, 2000, (ii) the Termination Date, all conditions to this Agreement Stockholders Meeting shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011, (b) convened and the adoption of this Agreement by the Company’s stockholders required by referred to in Section 7.1(a) shall not have occurred at a meeting duly convened therefor been obtained thereat or at any adjournment or postponement thereof at which a vote upon this Agreement was taken thereof, or (ciii) 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 Companyreferred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to clause (ai) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been a principal the proximate cause of of, or resulted in the occurrence of in, the failure of to consummate the Merger by the date referred to in clause (i) of this Section 8.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) above shall not be available to any party that has breached its covenant to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be consummated on or before such datelifted.

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 if (a) the Merger shall not have been consummated by August March 31, 2011 (the “Termination Date”)2001, whether such date is before or after the date of adoption of this Agreement by the stockholders receipt of the Company, provided, that, if, as of Company Requisite Vote and/or the Parent Requisite Vote (the "Termination ----------- Date, all conditions to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c"), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011, (b) the adoption approval of this Agreement by the Company’s 's stockholders required by Section 7.1(a---- 8.1(a) shall not have occurred been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, (c) the approval of Parent's stockholders as required by Section 8.1(a) shall not have been obtained at a meeting duly convened therefor or at any postponement or adjournment thereof at which a vote upon this Agreement was taken or (cd) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable after the parties have used their respective commercially reasonable efforts to have such Order removed, repealed or overturned (whether before or after the adoption of this Agreement approval by the stockholders of the Company); provided provided, that the right to terminate this Agreement pursuant to clause (a) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been a principal cause of or resulted in proximately contributed to the occurrence of the failure of the Merger to be consummated on or before such dateconsummated.

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 Parent or the Company (acting through the Special Committee, if then in existence) if (a) the Merger shall not have been consummated by August 31November 30, 2011 (the “Termination Date”)2007, whether such date is before or after the date of adoption of this Agreement approval by the stockholders of the Company, Company referred to in Section 7.1(a); provided, thathowever, ifthat if Parent or the Company determines that additional time is necessary in order to forestall any action to restrain, as of enjoin or prohibit the Termination DateMerger by any Governmental Entity, all conditions to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date may be extended to a date not beyond February 29, 2008 (the "Termination Date") if either Parent or the Company notifies the other party in writing on or prior to November 30, 20112007, (b) the adoption of this Agreement by the Company’s stockholders required by of the Company referred to in Section 7.1(a) shall not have occurred been obtained at a meeting duly convened therefor the Stockholders Meeting or at any adjournment or postponement thereof at which thereof, (c) the board of directors of the Company (upon the recommendation of the Special Committee, if then in existence) or the Special Committee shall have made a vote upon this Agreement was taken Change of Recommendation or (cd) 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 approval by the stockholders of the CompanyCompany referred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to clause (a) above this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been a principal cause of or resulted in proximately contributed to the occurrence of the failure of a condition to the Merger to be consummated on or before such dateconsummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Amalgamation may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Merger Amalgamation shall not have been consummated by August 31December 15, 2011 (the “Termination Date”)2006, whether such date is before or after the date of adoption of this Agreement approval by the stockholders shareholders of the Company, Company (the “Original Termination Date”); provided, thathowever, if, as of that if the Termination Date, all conditions only condition to this Agreement shall have been satisfied or waived the closing that remains unsatisfied (other than those except for any condition that are to by its terms can only be satisfied by action taken at the Closing) other than on the condition Original Termination Date are any or all of the conditions set forth in Section 7.1(b) and Section 7.1(c) hereof, and such conditions are capable of being satisfied on or prior to January 31, 2007 (such later date being referred to herein as the “Outside Termination Date”), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice then the Original Termination Date shall be automatically extended to the Company, extend the Outside Termination Date to November 30, 2011without further action by or consent of any of the parties hereto, (b) the adoption approval of this Agreement by the Company’s stockholders shareholders required by Section 7.1(a) shall not have occurred been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon this Agreement was taken or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger Amalgamation shall become final and non-appealable (whether before or after the adoption of this Agreement approval by the stockholders shareholders of the Company); provided provided, that the right to terminate this Agreement pursuant to clause (a) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have has been a principal the cause of of, or resulted in in, the occurrence of the failure of the Merger Amalgamation to be consummated on or before such dateconsummated.

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 if (ai) the Merger shall not have been consummated by August 31, 2011 the Termination Date (the “Termination Date”as defined below), whether such date is before or after the date of adoption of this Agreement approvals by the stockholders of the Company, provided, that, if, as Company or Parent; (ii) the approval of the Termination Date, all conditions to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011, (b) the adoption of this Agreement by the Company’s 's stockholders required by Section 7.1(a) shall not have occurred been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon thereof; provided, however, that if an Acquisition Proposal has been made by any Person prior to the time of such vote, the Company may not terminate this Agreement was taken pursuant to this clause (ii) until a date that is not less than 90 days after the date of such vote, (iii) the approval of Parent's shareholders 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 (civ) 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 approval by the stockholders of the CompanyCompany or Parent); provided provided, that the right to terminate this Agreement pursuant to clause (ai) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been a principal cause of or resulted in proximately contributed to the occurrence of the failure of the Merger to be consummated consummated. For purposes hereof, the "Termination Date" shall mean December 31, 1998, provided, however, that on or before such dateafter December 15, 1998, either Parent or the Company shall have the right to extend this date until March 31, 1999 in order to obtain all of the Governmental Consents.

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 Parent or the board of directors of the Company if (a) the Merger shall not have been consummated by August 31March 15, 2011 (the “Termination Date”)2008, whether such date is before or after the date of adoption approval of this Agreement by the stockholders shareholders of the CompanyCompany referred to in Section 7.1(a) (the “Termination Date”), provided, provided that, ifif on March 15, as 2008 the conditions to Closing shall not have been fulfilled but remain capable of fulfillment then either of Parent (in the event such failure of the Termination Date, all conditions to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at relates to a change in Law after the Closing) other than the condition set forth in Section 7.1(c), or Section 7.1(ddate hereof) or Section 7.2(c), Parent the Company may, by written notice to the Companyother, extend the termination date from March 15, 2008 to June 15, 2008 (which shall then be the “Termination Date”); provided, further, that (x) if the Marketing Period has commenced on or before any such Termination Date, but not ended on or before any such Termination Date, such Termination Date shall automatically be extended by one month and (y) the Termination Date shall not occur sooner than three business days after the final day of the Marketing Period; provided, further, that in no event shall the Termination Date be later than July 10, 2008 (which extended date (as ultimately extended in the case of more than one extension) shall then be the “Termination Date”), provided that the right to November 30, 2011terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Merger to occur on or before the Termination Date, (b) the adoption of this Agreement by the Company’s stockholders required by shareholders of the Company referred to in Section 7.1(a) shall not have occurred been obtained at a meeting duly convened therefor the Shareholders Meeting or at any adjournment or postponement thereof at which a vote upon this Agreement was taken or (c) any Order permanently restraining, enjoining enjoining, rendering illegal or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption approval of this Agreement by the stockholders shareholders of the CompanyCompany referred to in Section 7.1(a); provided that the right to terminate this Agreement pursuant to clause (a) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been a principal cause of or resulted in the occurrence of the failure of the Merger to be consummated on or before such date).

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 if (a) the Merger shall not have been consummated by August 31April 29, 2011 (the “Termination Date”)2011, whether such date is before or after the date of adoption of this Agreement by the stockholders of the CompanyCompany referred to in Section 7.1(a) (such date, as it may be extended pursuant to the provisions hereof, the “Termination Date”); provided, thathowever, ifthat in the event that the Marketing Period has not been completed on or before April 29, as of the Termination Date2011, all conditions to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date shall be extended to November May 30, 2011, ; (b) the Stockholders Meeting shall have been held and completed and adoption of this Agreement by the Company’s stockholders required by of the Company referred to in Section 7.1(a) shall not have occurred been obtained at a meeting duly convened therefor such Stockholders Meeting or at any adjournment or postponement thereof at which a vote upon this Agreement was taken 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 CompanyCompany referred to in Section 7.1(a); provided ), provided, that the right to terminate this Agreement pursuant to clause (a) above this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been a principal the primary cause of of, or the primary factor that resulted in the occurrence of in, the failure of a condition to the consummation of the Merger to be consummated have been satisfied on or before such datethe Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated (upon notice from the terminating parties to the other parties) and the Merger may be abandoned at any time prior to the Effective Time by action of either Parent or the Company if (ai) the Merger shall not have been consummated by August 31January 15, 2011 (the “Termination Date”)2003, whether such date is before or after the date of adoption of this Agreement approval by the stockholders of the CompanyCompany (the "Termination Date"), provided, that, if, as that the right to terminate this Agreement pursuant to this clause (i) shall not be available to any party whose failure to fulfill any obligation under this Agreement proximately contributed to the failure of the Merger to be consummated by the Termination Date, all and provided, further, that in the event that the failure of the Merger to occur on or before January 15, 2003 is the result of the failure of the conditions set forth in Sections 7.1(a), 7.1(b), 7.1(c) or 7.2(g) to this Agreement shall have been be satisfied or waived prior to January 15, 2003, either Parent or the Company may extend such date to February 15, 2003 (other than those so long as the party extending such date believes in good faith that such conditions are to be capable of being satisfied by action taken such date), (ii) the approval of (A) the Merger Proposal by the stockholders of the Company shall not have been obtained at the Closing) other than the condition set forth in Section 7.1(c)Company Special Meeting or at any duly held adjournment or postponement thereof, or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011, (bB) the adoption of this Agreement Issuance by the Company’s stockholders required by Section 7.1(aof Parent shall not have been obtained at the Parent Special Meeting or any duly held adjournment or postponement thereof, provided, that the right to terminate pursuant to this clause (ii) shall not have occurred at a meeting duly convened therefor or at be available to any adjournment or postponement thereof at which a vote upon party whose failure to fulfill any obligation under this Agreement was taken proximately contributed to the failure to obtain such approval of the stockholders, or (ciii) any Order order, decree or ruling 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 approval by the stockholders of the Company); provided that the right to terminate this Agreement pursuant to clause (a) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been a principal cause of or resulted in the occurrence of the failure of the Merger to be consummated on or before such date.

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 Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Merger Mergers shall not have been consummated by August 31June 30, 2011 (the “Termination Date”)2001, whether such date is before or after the date of adoption of this Agreement by the stockholders receipt of the CompanyCompany Requisite Vote (the "TERMINATION DATE"), providedPROVIDED that the Termination Date shall be automatically extended to March 31, that, 2002 if, as on June 30, 2001: (x) any of the Termination DateGovernmental Consents described in Section 7.1(e) have not been obtained or waived, all (y) each of the other conditions to this Agreement shall have the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (other than those z) any Governmental Consent that are to be satisfied by action taken at the Closing) other than the condition set forth has not yet been obtained is being pursued diligently and in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011good faith, (b) the adoption approval of this Agreement by the Company’s stockholders 's shareholders required by Section 7.1(a) shall not have occurred been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon this Agreement was taken or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger Mergers shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the adoption of this Agreement approval by the stockholders shareholders of the Company); provided ) pursuant to Section 6.4, PROVIDED that the right to terminate this Agreement pursuant to clause (a) above shall not be available to any party that has breached in whose failure to fulfill any material respect its obligations obligation under this Agreement in or under any manner that shall have been a principal cause of existing law, order, rule or regulation has caused or resulted in the occurrence of the failure of the Merger Mergers to be consummated on or before such dateconsummated.

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 Parent or the Company if (ai) any court of competent jurisdiction in the Merger shall not have been consummated by August 31, 2011 (the “Termination Date”), whether such date is before United States or after the date of adoption of this Agreement by the stockholders of the Company, provided, that, if, as of the Termination Date, all conditions to this Agreement some other governmental body or regulatory authority shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011, (b) the adoption of this Agreement by the Company’s stockholders required by 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 this Agreement was taken or (c) any issued an Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger and such Order shall have become final and non-appealable appealable, (whether before ii) the Company Shareholder Approval shall not have been received at the Shareholders Meeting duly called and held at which a quorum was present or after the adoption of this Agreement by the stockholders of the Company)any adjournment thereto; provided that the right to terminate this Agreement pursuant to clause this Section 8.2(ii) (aA) above shall not be available to the Company if the Company has breached the provisions of Section 6.2, and (B) shall be subject to the Company’s obligation to make the Special Termination Payment described in Section 8.5(c) immediately upon such termination, as well as to pay Reimbursable Expenses pursuant to Section 8.5(d) and any other amounts determined to be payable under Section 8.5(c) as and when due, or (iii) the Effective Time shall not have occurred on or before October 31, 2006 (the “Termination Date”); provided, that (A) the right to terminate this Agreement pursuant to this Section 8.2(iii) shall not be available to any party that has breached in whose failure to fulfill any material respect of its obligations under this Agreement results in such failure to close, and (B) the Termination Date for any manner termination by the Company pursuant to this Section 8.2(iii) shall be extended by the number of days in excess of thirty (30) days that shall have been a principal cause of or resulted in the occurrence is required to obtain final SEC approval of the failure Proxy Statement (measured from the date of the Merger first filing of the preliminary Proxy Statement with the SEC until the date the Proxy Statement is mailed to be consummated on or before such datethe shareholders of the Company).

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 if (a) the Merger shall not have been consummated by August March 31, 2011 (the “Termination Date”)2001, whether such date is before or after the date of adoption of this Agreement by the stockholders receipt of the Company, provided, that, if, as of Company Requisite Vote and/or the Parent Requisite Vote (the "Termination Date, all conditions to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c"), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011, (b) the adoption approval of this Agreement by the Company’s 's stockholders required by Section 7.1(a8.1(a) shall not have occurred been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, (c) the approval of Parent's stockholders as required by Section 8.1(a) shall not have been obtained at a meeting duly convened therefor or at any postponement or adjournment thereof at which a vote upon this Agreement was taken or (cd) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable after the parties have used their respective commercially reasonable efforts to have such Order removed, repealed or overturned (whether before or after the adoption of this Agreement approval by the stockholders of the Company); provided provided, that the right to terminate this Agreement pursuant to clause (a) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been a principal cause of or resulted in proximately contributed to the occurrence of the failure of the Merger to be consummated on or before such dateconsummated.

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 Parent or the Board of Directors of the Company if or by action of the members of Parent if: (a) the Merger shall not have been consummated by August 31March 30, 2011 (the “Termination Date”)2012, whether such date is before or after the date of adoption of this Agreement by the stockholders shareholders of the CompanyCompany referred to in Section 7.1(a) (such date, the “Termination Date”); provided, thathowever, if, as of that Parent shall not have the Termination Date, all conditions right to terminate this Agreement pursuant to this Section 8.2(a) if the Company has the right to terminate this Agreement shall have been satisfied or waived (other than those that are pursuant to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c8.3(b), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011, ; (b) the Shareholders Meeting shall have been held and completed and adoption of this Agreement by the Company’s stockholders required by shareholders of the Company referred to in Section 7.1(a) shall not have occurred been obtained at a meeting duly convened therefor such Shareholders Meeting or at any adjournment or postponement thereof at which a vote upon this Agreement was taken 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 shareholders of the CompanyCompany referred to in Section 7.1(a); provided ), provided, that the right to terminate this Agreement pursuant to clause (a) above this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been a principal the primary cause of of, or the primary factor that resulted in the occurrence of in, the failure of a condition to the consummation of the Merger to be consummated have been satisfied on or before such datethe Termination Date.

Termination by Either Parent or the Company. (a) This Agreement may be terminated and the Merger and other transactions contemplated hereby may be abandoned at any time prior to the Effective Time Merger Closing by action of either the board of directors of Parent or by action of the board of directors of the Company if (aii) the Merger shall not have been consummated by August 31September 30, 2011 2005 (the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company, provided, that, if, as of the Termination Date, all conditions to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011, (b) the adoption of this Agreement by the Company’s stockholders required by 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 this Agreement was taken or (ciii) 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)appealable; provided that the right to terminate this Agreement pursuant to clause (a) above this Section 5.2 shall not be available to any party that Parent or the Company if Parent, on the one hand, or the Company, on the other hand, has breached in any material respect its obligations under this Agreement or in any manner that shall have been a principal cause of or resulted in proximately contributed to the occurrence of the failure of the Merger to be consummated prior to such time; provided further that the Termination Date may be extended from time to time for no more than 120 days by the Company to the extent that the only condition preventing consummation of the Merger and the other transactions contemplated by this Agreement is that in Section 4.1(a), due to the delayed receipt of a regulatory approval under the HSR Act, from the FCC or any PUC referred to therein; and provided further that, in the event that all of the conditions set forth in Sections 4.5(a) through (g) other than that condition set forth in Section 4.5(d) have been satisfied on or before such dateprior to the Termination Date, the Termination Date may be extended for no more than 90 days by the Company, and if the Termination Date is so extended then for purposes of Section 4.5 hereof all representations and warranties of the Company in this Agreement shall, to the extent that they were true and correct for purposes of Section 4.5(a) on the Termination Date, be deemed to be true and correct.

Termination by Either Parent or the Company. This Agreement may be ------------------------------------------- terminated (upon notice from the terminating party to the other parties) 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 if (a) the Merger shall not have been consummated by August December 31, 2011 (the “Termination Date”)1998, whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company, provided, that, if, as of the Termination Date, all conditions to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011, (b) the adoption of this Agreement by the Company’s stockholders required by 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 this Agreement was taken 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); provided that the right to terminate this Agreement pursuant to under -------- this clause (a) above shall not be available to any party that has breached in whose failure to fulfill any material respect its obligations obligation under this Agreement in any manner that shall have has been a principal the cause of or resulted in the occurrence failure of the Merger to occur on or before such date, and provided, further, that such -------- ------- date shall be extended to March 31, 1999 in the event that the failure of the Merger to be consummated occur on or before December 31, 1998 is the result of (i) a delay attributable to any transaction permitted pursuant to Section 7.5(c) or (ii) the failure of any of the conditions set forth in Section 8.1(b), 8.1(c), 8.2(f) or 8.2(j) to be satisfied or waived prior to December 31, 1998, or (b) any court of competent jurisdiction in the United States or Governmental Body in the United States shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such dateorder, decree, ruling or other action shall have become final and nonappealable. In addition, this Agreement may be terminated by Parent (upon notice from Parent to the Company) and the Merger may be abandoned by action of the Board of Directors of Parent if any of the Cable Stockholders shall have breached any of its representations, covenants or obligations under the Voting Agreement in any material respect and such breach shall not be curable.

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 if if: (ai) the Merger shall not have been consummated by August 31July 15, 2011 (the “Termination Date”)2000, whether such date is before or after the date of adoption of this Agreement approval by the stockholders shareholders of the Company, provided, that, Company or Parent (the "Termination Date"); provided that the Termination Date shall be automatically extended for nine months (the "Extended Date") if, as on July 15, 2000: (x) any of the Termination DateGovernmental Consents described in Section 7.1(c) have not been obtained or waived, all (y) each of the other conditions to this Agreement shall have the consummation of the Merger set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (other than those z) any Governmental Consent that are to be satisfied by action taken at has not yet been obtained is being pursued diligently and in good faith; (ii) the Closing) other than the condition set forth in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to approval of the Company, extend the Termination Date to November 30, 2011, (b) the adoption of this Agreement by the Company’s stockholders 's shareholders required by Section 7.1(a) shall not have occurred been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof thereof; (iii) the approval of Parent's shareholders as required by Section 7.1(a) shall not have been obtained at which a vote upon this Agreement was taken or meeting duly convened therefor; (civ) 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 approval by the stockholders shareholders of the Company or Parent); or (v) on or after the Regulatory Termination Date (as defined below) the Board of Directors of Parent or of the Company); provided that the right to terminate this Agreement pursuant to clause (a) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been a principal cause of or resulted in the occurrence of the failure of the Merger to be consummated on or before such date.

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 if (ai) the Merger shall not have been consummated by August 31February 28, 2011 (the “Termination Date”)1999, whether such date is before or after the date of adoption of this Agreement approval by the stockholders of the Company; PROVIDED, providedHOWEVER, thatthat if Parent determines that additional time is necessary in order to forestall any action to restrain, ifenjoin or prohibit the Merger by any Government Entity, as of the Termination Date, all conditions to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date may be extended by Parent to November a date not beyond April 30, 20111999 (the "TERMINATION DATE"), (bii) the adoption of this Agreement by the Company’s 's stockholders required by Section 7.1(a) shall not have occurred been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon this Agreement was taken thereof, or (ciii) 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 approval by the stockholders of the Company); provided PROVIDED, that the right to terminate this Agreement pursuant to clause (ai) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been proximately caused the event that would otherwise give rise to a principal cause of or resulted in the occurrence of the failure of the Merger right to be consummated on or before such dateterminate this Agreement.

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 Parent or the Company (acting through the Special Committee, if then in existence) if (a) the Merger shall not have been consummated by August 31November 30, 2011 (the “Termination Date”)2007, whether such date is before or after the date of adoption of this Agreement approval by the stockholders of the Company, Company referred to in Section 7.1(a); provided, thathowever, ifthat if Parent or the Company determines that additional time is necessary in order to forestall any action to restrain, as of enjoin or prohibit the Termination DateMerger by any Governmental Entity, all conditions to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date may be extended to a date not beyond February 29, 2008 (the “Termination Date”) if either Parent or the Company notifies the other party in writing on or prior to November 30, 20112007, (b) the adoption of this Agreement by the Company’s stockholders required by of the Company referred to in Section 7.1(a) shall not have occurred been obtained at a meeting duly convened therefor the Stockholders Meeting or at any adjournment or postponement thereof at which thereof, (c) the board of directors of the Company (upon the recommendation of the Special Committee, if then in existence) or the Special Committee shall have made a vote upon this Agreement was taken Change of Recommendation or (cd) 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 approval by the stockholders of the CompanyCompany referred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to clause (a) above this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been a principal cause of or resulted in proximately contributed to the occurrence of the failure of a condition to the Merger to be consummated on or before such dateconsummation of the 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 if (a) the Merger shall not have been consummated by August 31March 19, 2011 2009 (the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company, provided, that, if, as of the Termination Date, all conditions Company or Parent referred to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c7.1(a), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011, (b) the adoption of this Agreement by the Company’s stockholders required by of the Company referred to in Section 7.1(a) shall not have occurred been obtained at a meeting duly convened therefor the Stockholders Meeting or at any adjournment or postponement thereof of the Stockholders Meeting, (c) the adoption of a resolution approving the Merger referred to in Section 7.1(a) shall not have been obtained at which a vote upon the Parent Shareholders Meeting (provided, that Parent shall not have the right to terminate this Agreement was taken if it fails to obtain the Requisite Parent Approval to the extent that the Stichting is in breach of the Parent Shareholder Commitment) or (cd) 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 CompanyCompany or Parent referred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to clause (a) above this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been a principal cause of or resulted in the occurrence of the failure of a condition to the Merger to be consummated on or before such dateconsummation of the Merger.