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<br />(b) by either the Company or Parent, if: <br /> <br />(i) the Merger has not been consummated on or before the Termination <br />Date; provided that the right to terminate this Agreement pursuant to this Section 9 .1(b )(i) <br />shall not be available to a party whose breach of any provision of this Agreement results in <br />the failure of the Merger to be consummated by the Termination Date; <br /> <br />(ii) (A) there shall be any law or regulation that makes consummation of <br />the Merger illegal or otherwise prohibited or (B) any judgment, injunction, order or decree <br />of any court or other Governntental Authority having competent jurisdiction enjoining the <br />Company and Parent from consummating the Merger is entered, and such judgment, <br />injunction, order or decree shall have become Final; or <br /> <br />(iii) the Company Shareholders' Approval shall not have been obtained at <br />the Company Shareholders' Meeting (or any adjournment or postponement thereof); <br /> <br />(c) by Parent if: <br /> <br />(i) the board of directors of the Company shall withdraw, or shall have <br />modified in a manner adverse to Parent, its approval or recommendation of this Agreement, <br />or shall have failed to call the Company Shareholders' Meeting in accordance with Section <br />5.4(a) (or the board of directors of the Company resolves to do any of the foregoing); <br /> <br />(ii) The Company shall have breached in any material respect any of its <br />obligations under Section 5.4(b) or Section 5.5; or <br /> <br />(iii) a breach of any representation, warranty, covenant or agreement (other <br />than those contained in Section 5.4(b) or Section 5.5) on the part of the Company set forth <br />in this Agreement shall have occurred that would cause the conditions set forth in Section <br />6.3 or Section 6.4 not to be satisfied, and such condition shall be incapable of being satisfied <br />by the Termination Date; or <br /> <br />(d) by the Company if: <br /> <br />(i) a breach of any representation, warranty, covenant or agreement on <br />the part of Parent set forth in this Agreement shall have occurred that would cause the <br />conditions set forth in Section 7.2 or Section 7.3 not to be satisfied, and such condition shall <br />be incapable of being satisfied by the Termination Date; <br /> <br />(ii) (A) the board of directors of the Company authorizes the Company, <br />to enter into a binding written agreement concerning a transaction that constitutes a Superior <br />Proposal and the Company notifies Parent in writing that it intends to enter into such an <br />agreement, attaching the most current version of such agreement to such notice (which <br />version shall be updated on a current basis); (B) Parent does not make, within five days (or, <br /> <br />AT 1/90584-8 <br /> <br />49 <br />