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 transactions contemplated hereby may be abandoned by any of the parties hereto if (a) the transactions contemplated by this Agreement or the Merger shall not have been consummated by April 15, 1999, or at any adjournment or postponement thereof, or (b) a federal or state court of competent jurisdiction or other Governmental Entity shall have issued an injunction or other order which prevents consummation of the transactions contemplated by this Agreement or the Merger, and such injunction or order shall have become final and non-appealable; provided, that the party seeking to terminate this Agreement pursuant to clause (b) above shall have used all commercially reasonable efforts to remove such injunction, order or decree; and provided, in the case of a termination pursuant to clause (a) above, that the terminating party shall not have breached in any material respect its obligations under this Agreement or the Merger Agreement in any manner that shall have approximately contributed to the failure to consummate the transactions contemplated by this Agreement or the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned at any time prior to the Effective Time by any action of the parties hereto Board of Directors of either Parent or the Company if (a) the transactions contemplated by this Agreement or the Merger shall not have been consummated by April 15February 28, 19992001, (b) the approval 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 or postponement thereof, or (bc) a federal United States federal, state, local or state foreign court of competent jurisdiction or other Governmental Entity United States federal or state, local or foreign governmental, regulatory or administrative agency or commission shall have issued an injunction order, decree or ruling or taken any other order which prevents consummation of action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement or the Merger, and such injunction order, decree, ruling or order other action shall have become final and non-appealablenonappealable; provided, that the party seeking to terminate this Agreement pursuant to this clause (bc) above shall have used all commercially reasonable best efforts to remove such injunction, order or decree; and provided, in the case of a termination pursuant to clause (a) above, that the terminating party shall not have breached in any material respect its obligations under this Agreement or the Merger Agreement in any manner that shall have approximately proximately contributed to the failure to consummate the transactions contemplated Merger by this Agreement or the MergerFebruary 28, 2001.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger and the other transactions contemplated hereby may be abandoned by any of either the parties hereto Company or Parent if (a) the transactions contemplated by this Agreement or the Merger shall not have been consummated by April 15on or before September 30, 19992006 (the "Outside Date"), or at any adjournment or postponement thereof, or (b) a federal or state court of competent jurisdiction or other Governmental Entity there shall have issued an injunction or other order which prevents be any Law that makes consummation of the transactions contemplated by this Agreement Merger illegal or otherwise prohibited or any Order (which the Mergerparties used their reasonable best efforts to remove, and such injunction resolve or order shall have become lift) that is final and non-appealablenonappealable preventing the consummation of the Merger or (c) the condition set forth in Section 6.1(d) hereof shall fail to be satisfied on or prior to the second Business Day after August 15, 2006; provided, that the party seeking right to terminate this Agreement pursuant to clause (b) above shall have used all commercially reasonable efforts to remove such injunction, order or decree; and provided, in the case of a termination pursuant to clause (a) above, that the terminating party this Section 7.2 shall not have be available to any party that has breached in any material respect its obligations under this Agreement or the Merger Agreement in any manner that shall have approximately proximately contributed to the failure of the Merger to consummate be consummated or, as the transactions contemplated by this Agreement or case may be, the Mergerfailure of the condition set forth in Section 6.1(d) hereof to be satisfied.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned by any action of the parties hereto Board of Directors of either Parent or the Company if (a) the transactions contemplated by this Agreement or the Merger shall not have been consummated by April 15August 31, 19991997, or (b) the approval 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, or (bc) a United States federal or state court of competent jurisdiction or other Governmental Entity United States federal or state governmental, regulatory or administrative agency or commission shall have issued an injunction order, decree or ruling or taken any other order which prevents consummation of action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement or the Merger, and such injunction order, decree, ruling or order other action shall have become final and non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause (bc) above shall have used all commercially reasonable efforts to remove such injunction, order or decree; and provided, in the case of a termination pursuant to clause (a) above, that the terminating party shall not have breached in any material respect its obligations under this Agreement or the Merger Agreement in any manner that shall have approximately proximately contributed to the failure to consummate the transactions contemplated Merger by this Agreement or the MergerAugust 31, 1997.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned by any action of the parties hereto Board of Directors of either Parent or the Company if (a) the transactions contemplated by this Agreement or the Merger shall not have been consummated by April 15August 31, 19991998, or (b)the approval of the Company's stockholders required by Section 10.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, or (bc) a United States federal or state court of competent jurisdiction or other Governmental Entity United States federal or state governmental, regulatory or administrative agency or commission shall have issued an injunction order, decree or ruling or taken any other order which prevents consummation of action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement or the Merger, and such injunction order, decree, ruling or order other action shall have become final and non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause (bc) above shall have used all commercially reasonable efforts to remove such injunction, order or decree; and provided, in the case of a termination pursuant to clause (a) above, that the terminating party shall not have breached in any material respect its obligations under this Agreement or the Merger Agreement in any manner that shall have approximately proximately contributed to the failure to consummate the transactions contemplated by this Agreement or the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned at any time prior to the Effective Time by any action of the parties hereto Board of Directors of either Parent or the Company if (a) the transactions contemplated by this Agreement or the Merger shall not have been consummated by April 15August 31, 19992003 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, thereof and the vote of approval required by Section 7.1(a) shall not have been obtained thereat or (bc) a federal any Order permanently restraining, enjoining or state court of competent jurisdiction or other Governmental Entity shall have issued an injunction or other order which prevents otherwise prohibiting consummation of the transactions contemplated by this Agreement or the Merger, and such injunction or order Merger shall have become final and non-appealableappealable (whether before or after the approval by the stockholders of the Company); provided, that the party seeking right to terminate this Agreement pursuant to clause (ba) above shall have used all commercially reasonable efforts not be available to remove such injunction, order or decree; and provided, in the case of a termination pursuant to clause (a) above, any party that the terminating party shall not have has breached in any material respect its obligations under this Agreement or the Merger Agreement in any manner that shall have approximately proximately contributed to the occurrence of the failure of the Merger to consummate the transactions contemplated by this Agreement or the Mergerbe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned at any time prior to the Effective Time by any action of the parties hereto Board of Directors of either Parent or the Company if (a) the transactions contemplated by this Agreement or the Merger shall not have been consummated by April 15August 31, 19992003 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, thereof and the vote of approval required by Section 7.1(a) shall not have been obtained thereat or (bc) a federal any Order permanently restraining, enjoining or state court of competent jurisdiction or other Governmental Entity shall have issued an injunction or other order which prevents otherwise prohibiting consummation of the transactions contemplated by this Agreement or the Merger, and such injunction or order Merger shall have become final and non-appealableappealable (whether before or after the approval by the stockholders of the Company); provided, that the party seeking right to terminate this Agreement pursuant to clause (ba) above shall have used all commercially reasonable efforts not be available to remove such injunction, order or decree; and provided, in the case of a termination pursuant to clause (a) above, any party that the terminating party shall not have has breached in any material respect its obligations under this Agreement or the Merger Agreement in any manner that shall have approximately proximately contributed to the occurrence of the failure of the Merger to consummate the transactions contemplated by this Agreement or the Mergerbe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned by any action of the parties hereto Board of Directors of either Parent or the Company if (a) the transactions contemplated by this Agreement or the Merger shall not have been consummated by April 15December 31, 19991998, or (b) the approval 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, or (bc) a federal or state court of competent jurisdiction or other Governmental Entity shall have issued an injunction or other order which prevents consummation of the transactions contemplated by this Agreement or the Merger, and such injunction or order shall have become final and non-appealable; provided, that the party seeking to terminate this Agreement pursuant to clause (bc) above shall have used all commercially reasonable efforts to remove such injunction, order or decree; and provided, in the case of a termination pursuant to clause (a) above, that the terminating party shall not have breached in any material respect its obligations under this Agreement or the Merger Agreement in any manner that shall have approximately contributed to the failure to consummate the transactions contemplated by this Agreement or the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned by any action of the parties hereto Board of Directors of either Parent or the Company if (a) the transactions contemplated by this Agreement or the Merger shall not have been consummated by April 15December 31, 1999, or at any adjournment or postponement thereof1998, or (b) the approval of the Company's stockholders required by Section 6.1(a) shall not have been obtained at the Stockholders' Meeting or any adjournment thereof, or (c) a United States federal or state court of competent jurisdiction or other Governmental Entity United States federal or state governmental, regulatory or administrative agency or commission shall have issued an injunction order, decree or ruling or taken any other order which prevents consummation of action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement or the Merger, and such injunction order, decree, ruling or order other action shall have become final and non-appealablenonappealable; providedPROVIDED, that the party seeking to terminate this Agreement pursuant to clause this paragraph (bc) above shall have used all commercially reasonable efforts to remove such injunction, order or decree; and providedPROVIDED, in the case of a termination pursuant to clause paragraph (a) aboveof this Section 7.3, that the terminating party shall not have breached in any material respect its obligations under this Agreement or the Merger Agreement in any manner that shall have approximately contributed to the failure to consummate the transactions contemplated by this Agreement or the Merger.in