Common use of Additional Conditions to Obligation of the Company Clause in Contracts

Additional Conditions to Obligation of the Company. The obligation of the Company to effect the Merger also is subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived by the Company: (a) The representations and warranties of TCM set forth in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or to TCM Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) as of the Closing Date as though such representations and warranties were made on and as of the Closing Date, except for those representations and warranties that address matters only as of a particular date, which representations and warranties shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or to TCM Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) only as of such date, and the Company shall have received a certificate signed on behalf of TCM by the Chief Executive Officer and Chief Financial Officer of TCM to such effect; (b) each of TCM and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of TCM by the Chief Executive Officer and Chief Financial Officer of TCM to such effect; (c) all corporate actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby or incidental hereto and all other related legal matters shall have been reasonably satisfactory to and approved by counsel for the Company Special Committee and such counsel shall have been furnished with such certified copies of such corporate actions and proceedings and such other instruments and documents as it shall have reasonably requested; (d) the Company shall have received a legal opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, dated as of the Closing Date, and subject to the customary assumptions and qualifications, to the effect that the Merger will qualify as a "reorganization" under Section 368(a) of the Code; (e) the Company shall have received the written opinion of the Company Financial Advisor, in customary form and based on customary assumptions, to the effect that the Merger Consideration to be received by the Company Stockholders pursuant to the Merger is fair to the Company Stockholders from a financial point of view, which opinion shall not have been withdrawn; (f) TCM and its subsidiaries shall have obtained policies of fire and casualty, liability and other forms of insurance in such amounts, with such deductibles and against such risks and losses as are, in TCM's reasonable judgment, appropriate for the assets and properties of TCM and its subsidiaries and customary in TCM's industry; (g) TCM's Indebtedness for Borrowed Money at the Effective Time shall not exceed $40.0 million, which shall include the amount of money that TCM is required to distribute to ▇▇▇▇ pursuant to Section 6.5 of the Separation and Distribution Agreement; and (h) the Company shall have received a copy of the Solvency Opinion, which shall be in form and substance reasonably satisfactory to the Company.

Additional Conditions to Obligation of the Company. The obligation of the Company to effect the Merger also is further subject to the satisfaction at (or prior to waiver by the Effective Time of each Company) of the following conditions, any of which may be waived by the Company: (ai) The representations and warranties of TCM set forth in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or to TCM Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) as of the Closing Date as though such representations and warranties were made on and as of the Closing Date, except for those representations and warranties that address matters only as of a particular date, which representations and warranties shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or to TCM Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) only as of such date, and the Company shall have received a certificate signed on behalf of TCM by the Chief Executive Officer and Chief Financial Officer of TCM to such effect; (b) each of TCM Parent and Merger Sub shall have performed or in all material respects all obligations and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or them prior to the Closing. (ii) Other than the representations and warranties listed in clause (iii) of this Section 2.2(c), the representations and warranties of Parent and Merger Sub set forth in Article 4 shall be true and correct (without giving effect to any materiality, Parent Material Adverse Effect or similar qualifications set forth therein) at and as of the Closing Dateas if made at and as of such time (except to the extent that any such representation and warranty expressly speaks of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not have, individually or in the aggregate, a Parent Material Adverse Effect. (iii) The representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.1, Section 4.2, Section 4.3(a), Section 4.5, Section 4.10, Section 4.12 and Section 4.13, that (A) are not qualified by Parent Material Adverse Effect or other materiality qualifications will be true and correct in all material respects at and as of the Closing as if made at and as of such time (except to the extent that such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all material respects as of such earlier date); and (B) are qualified by Parent Material Adverse Effect or other materiality qualifications will be true and correct in all respects (without disregarding such Parent Material Adverse Effect or other materiality qualifications) as of the Closing as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all respects as of such earlier date). (iv) The Company shall have received from Parent and Merger Sub a certificate signed on behalf of TCM by the Chief Executive Officer and Chief Financial Officer of TCM to such effect; (c) all corporate actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby or incidental hereto and all other related legal matters shall have been reasonably satisfactory to and approved by counsel for the Company Special Committee and such counsel shall have been furnished with such certified copies of such corporate actions and proceedings and such other instruments and documents as it shall have reasonably requested; (d) the Company shall have received a legal opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPcertificate, dated as of the Closing DateDate and signed by their respective president or chief executive officer, certifying (on behalf of Parent and subject to the customary assumptions and qualificationsMerger Sub, to the effect respectively) that the Merger will qualify as a "reorganization" under conditions set forth in Section 368(a2.2(c)(i) of the Code; (ethrough Section 2.2(c)(iii) the Company shall have received the written opinion of the Company Financial Advisor, in customary form and based on customary assumptions, to the effect that the Merger Consideration to be received by the Company Stockholders pursuant to the Merger is fair to the Company Stockholders from a financial point of view, which opinion shall not have been withdrawn; (f) TCM and its subsidiaries shall have obtained policies of fire and casualty, liability and other forms of insurance in such amounts, with such deductibles and against such risks and losses as are, in TCM's reasonable judgment, appropriate for the assets and properties of TCM and its subsidiaries and customary in TCM's industry; (g) TCM's Indebtedness for Borrowed Money at the Effective Time shall not exceed $40.0 million, which shall include the amount of money that TCM is required to distribute to ▇▇▇▇ pursuant to Section 6.5 of the Separation and Distribution Agreement; and (h) the Company shall have received a copy of the Solvency Opinion, which shall be in form and substance reasonably satisfactory to the Companysatisfied.

Additional Conditions to Obligation of the Company. The obligation of the Company to effect the Merger is also is subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived by the Company: (a) The the representations and warranties of TCM Parent and the Merger Sub set forth in this Agreement Article 2 shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or to TCM Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) as of the Closing Date Effective Time as though such representations and warranties were if made on at and as of the Closing DateEffective Time, except for those representations and warranties that address matters only as each of a particular date, which representations Parent and warranties the Merger Sub shall be true and correct in all material respects (except for such representations have performed each obligation and warranties agreement and complied with each covenant to be performed and complied with by it hereunder at or prior to the Effective Time. A representation or warranty that are qualified by their terms by is expressly subject to a reference materiality limitation shall not be subject to a further materiality or to TCM Material Adverse Effect, which representations and warranties limitation as so qualified shall be true and correct a result of the use of the phrase "in all material respects) only as of such date, and " in the Company shall have received a certificate signed on behalf of TCM by the Chief Executive Officer and Chief Financial Officer of TCM to such effectpreceding sentence; (b) each of TCM and Merger Sub Parent shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior furnished to the Closing Date, and the Company shall have received a certificate signed on behalf of TCM by in which Parent shall certify that Parent has no reason to believe that the Chief Executive Officer and Chief Financial Officer of TCM to such effectconditions set forth in Section 6.2(a) have not been fulfilled; (c) all corporate actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby or incidental hereto and all other related legal matters Parent shall have been reasonably satisfactory furnished to and approved by counsel for the Company Special Committee (i) a copy of the text of the resolutions by which the corporate action on the part of Parent and the Merger Sub necessary to approve this Agreement and the Merger were taken, (iii) certificates executed on behalf of Parent and the Merger Sub by their respective corporate secretaries or one of their respective assistant corporate secretaries certifying to the Company, in each case, that such counsel shall have been furnished with such certified copies copy is a true, correct and complete copy of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded, and (iii) an incumbency certificate executed on behalf of Parent and the Merger Sub by their respective corporate actions secretaries or one of their respective assistant corporate secretaries certifying, in each case, the signature and proceedings and such office of each officer executing this Agreement or any other instruments and documents as it shall have reasonably requestedagreement, certificate or other instrument executed pursuant hereto; (d) the Company shall have received a legal opinion of letter addressed to the Company from Squire, Sanders & Dempsey L.L.P. based ▇▇ ▇▇▇▇▇tom▇▇▇ ▇▇▇▇▇▇▇ LLP, dated as of the Closing Date, liance and subject to the customary assumptions and qualifications, to the effect that that: (i) Each of Parent and the Merger will qualify as Sub is a "reorganization" corporation validly existing and in good standing under Section 368(a) the laws of the Code;State of Delaware. (ii) Parent has the corporate power to consummate the transactions on its part contemplated by this Agreement. Parent has duly taken all requisite corporate action to authorize this Agreement; and this Agreement has been duly executed and delivered by Parent and constitutes the valid and binding obligation of Parent. (iii) The Merger Sub has the corporate power to consummate the transactions on its part contemplated by this Agreement. The Merger Sub has duly taken all requisite corporate action to authorize this Agreement and the articles of merger contemplated in Section 1.3; and this Agreement and such articles of merger have been duly executed and delivered by the Merger Sub and constitute valid and binding obligations of the Merger Sub. (e) the Company shall not have received the written opinion discovered any fact or circumstance existing as of the Company Financial Advisordate of this Agreement which has not been publicly disclosed by Parent as of the date of this Agreement regarding the business, assets, properties, condition (financial or otherwise), results of operations or prospects of Parent and its subsidiaries which is, individually or in customary form the aggregate with other such facts and based on customary assumptionscircumstances, materially adverse to Parent and its subsidiaries taken as a whole, or to the effect that value of the Merger Consideration to be received by the Company Stockholders pursuant to the Merger is fair to the Company Stockholders from a financial point shares of view, which opinion shall not have been withdrawn;Parent Class A Common Stock. (f) TCM and its subsidiaries shall have obtained policies The holders of fire and casualty, liability and other forms of insurance in such amounts, with such deductibles and against such risks and losses as are, in TCM's reasonable judgment, appropriate for the assets and properties of TCM and its subsidiaries and customary in TCM's industry; (g) TCM's Indebtedness for Borrowed Money at the Effective Time shall not exceed $40.0 million, which shall include the amount of money that TCM is required to distribute to ▇▇▇▇ pursuant to Section 6.5 all of the Separation and Distribution Agreement; and (h) shares of convertible preferred stock of the Company shall have received a copy of the Solvency Opinion, which shall be in form agreed to convert such stock into Company Common Stock and substance reasonably satisfactory to waive any unpaid dividends effective at or prior to the CompanyEffective Time.

Additional Conditions to Obligation of the Company. The obligation of the Company to effect the Merger also is subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived by the Company: (a) The representations and warranties of TCM set forth in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or to TCM Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) as of the Closing Date as though such representations and warranties were made on and as of the Closing Date, except for those representations and warranties that address matters only as of a particular date, which representations and warranties shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or to TCM Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) only as of such date, and the Company shall have received a certificate signed on behalf of TCM by the Chief Executive Officer and Chief Financial Officer of TCM to such effect; (b) each of TCM and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of TCM by the Chief Executive Officer and Chief Financial Officer of TCM to such effect; (c) all corporate actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby or incidental hereto and all other related legal matters shall have been reasonably satisfactory to and approved by counsel for the Company Special Committee and such counsel shall have been furnished with such certified copies of such corporate actions and proceedings and such other instruments and documents as it shall have reasonably requested; (d) the Company shall have received a legal opinion of ▇T▇▇▇▇▇▇▇ ▇S▇▇▇▇▇▇ LLP, dated as of the Closing Date, and subject to the customary assumptions and qualifications, to the effect that the Merger will qualify as a "“reorganization" ” under Section 368(a) of the Code; (e) the Company shall have received the written opinion of the Company Financial Advisor, in customary form and based on customary assumptions, to the effect that the Merger Consideration to be received by the Company Stockholders pursuant to the Merger is fair to the Company Stockholders from a financial point of view, which opinion shall not have been withdrawn; (f) TCM and its subsidiaries shall have obtained policies of fire and casualty, liability and other forms of insurance in such amounts, with such deductibles and against such risks and losses as are, in TCM's ’s reasonable judgment, appropriate for the assets and properties of TCM and its subsidiaries and customary in TCM's ’s industry; (g) TCM's ’s Indebtedness for Borrowed Money at the Effective Time shall not exceed $40.0 million, which shall include the amount of money that TCM is required to distribute to ▇G▇▇▇ pursuant to Section 6.5 of the Separation and Distribution Agreement; and (h) the Company shall have received a copy of the Solvency Opinion, which shall be in form and substance reasonably satisfactory to the Company.

Additional Conditions to Obligation of the Company. The obligation of the Company to effect the Merger also is subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived by the Company: (a) The representations and warranties of TCM set forth in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or to TCM Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) as of the Closing Date as though such representations and warranties were made on and as of the Closing Date, except for those representations and warranties that address matters only as of a particular date, which representations and warranties shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or to TCM Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) only as of such date, and the Company shall have received a certificate signed on behalf of TCM by the Chief Executive Officer and Chief Financial Officer of TCM to such effect; (b) each of TCM and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of TCM by the Chief Executive Officer and Chief Financial Officer of TCM to such effect; (c) all corporate actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby or incidental hereto and all other related legal matters shall have been reasonably satisfactory to and approved by counsel for the Company Special Committee and such counsel shall have been furnished with such certified copies of such corporate actions and proceedings and such other instruments and documents as it shall have reasonably requested; (d) the Company shall have received a legal opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Troutman Sanders LLP, dated as of the Closing Date, and subject to the customary assumptions th▇ ▇▇▇▇▇▇a▇▇ ▇▇▇▇mptions and qualifications, to the effect that the Merger will qualify as a "reorganization" under Section 368(a) of the Code; (e) the Company shall have received the written opinion of the Company Financial Advisor, in customary form and based on customary assumptions, to the effect that the Merger Consideration to be received by the Company Stockholders pursuant to the Merger is fair to the Company Stockholders from a financial point of view, which opinion shall not have been withdrawn; (f) TCM and its subsidiaries shall have obtained policies of fire and casualty, liability and other forms of insurance in such amounts, with such deductibles and against such risks and losses as are, in TCM's reasonable judgment, appropriate for the assets and properties of TCM and its subsidiaries and customary in TCM's industry; (g) TCM's Indebtedness for Borrowed Money at the Effective Time shall not exceed $40.0 million, which shall include the amount of money that TCM is required to distribute to ▇▇▇▇ Gray pursuant to Section 6.5 of the Separation and Distribution AgreementAgree▇▇▇▇; and (h) the Company shall have received a copy of the Solvency Opinion, which shall be in form and substance reasonably satisfactory to the Company.

Additional Conditions to Obligation of the Company. The obligation obligations of the Company to effect consummate the Merger also is transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment at or prior to the Effective Time Closing of each of the following conditions, any of which may be waived by the Company: (a) The Each of the representations and warranties of TCM Purchaser and Merger Sub set forth in this Agreement that is qualified by materiality shall be true and correct at and as of the Closing Date and each of such representations and warranties that is not so qualified shall be true and correct in all material respects (except for such representations at and warranties that are qualified by their terms by a reference to materiality or to TCM Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) as of the Closing Date as though such representations and warranties were if made on at and as of the Closing Date, in each case except for those representations as contemplated by this Agreement, and warranties that address matters only as of a particular datePurchaser shall have duly performed or complied with, which representations and warranties shall be true and correct in all material respects (except for such representations respects, all of the covenants, obligations and warranties that are qualified by their terms by a reference to materiality or to TCM Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) only as of such date, and the Company shall have received a certificate signed on behalf of TCM by the Chief Executive Officer and Chief Financial Officer of TCM to such effect; (b) each of TCM and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement conditions to be performed or complied with by it each of them under the terms of this Agreement on or prior to or at the Closing. (b) Prior to or at the Closing, Purchaser shall have delivered to the Company the following documents as shall be reasonably requested by the Company in form and substance reasonably acceptable to the Company's counsel: (i) a certificate of the President or any Vice President of Purchaser and Merger Sub, dated the Closing Date, and the Company shall have received a certificate signed on behalf of TCM by the Chief Executive Officer and Chief Financial Officer of TCM to such effect; (c) all corporate actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby or incidental hereto and all other related legal matters shall have been reasonably satisfactory to and approved by counsel for the Company Special Committee and such counsel shall have been furnished with such certified copies of such corporate actions and proceedings and such other instruments and documents as it shall have reasonably requested; (d) the Company shall have received a legal opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, dated as of the Closing Date, and subject to the customary assumptions and qualifications, to the effect that the Merger will qualify as a "reorganization" under conditions specified in Section 368(a8.2(a) of the Codehave been satisfied; (eii) certificates of the Secretary or Assistant Secretary of Purchaser and Merger Sub, dated the Closing Date, as to the incumbency of any officer of Purchaser or Merger Sub executing this Agreement or any document related thereto and covering such other customary matters as the Company may reasonably request; (iii) certified copies of the resolutions of Purchaser's Board of Directors and Merger Sub's Board of Directors authorizing the execution, delivery and consummation of this Agreement and the transactions contemplated hereby and thereby; and (iv) certified copies of the resolutions of Merger Sub's sole stockholder adopting and approving this Agreement, the Merger and the transactions contemplated hereby. (c) The Company shall have received evidence satisfactory to it that the written opinion Agent has received irrevocable deposit of the Company Financial Advisor, in customary form and based on customary assumptions, to the effect that the Merger Consideration to be received by the Company Stockholders pursuant to the Merger is fair to the Company Stockholders from a financial point of view, which opinion shall not have been withdrawn; (f) TCM and its subsidiaries shall have obtained policies of fire and casualty, liability and other forms of insurance in such amounts, with such deductibles and against such risks and losses as are, in TCM's reasonable judgment, appropriate for the assets and properties of TCM and its subsidiaries and customary in TCM's industry; (g) TCM's Indebtedness for Borrowed Money at the Effective Time shall not exceed $40.0 million, which shall include the amount of money that TCM is required to distribute to ▇▇▇▇ pursuant to Section 6.5 of the Separation and Distribution Agreement; and (h) the Company shall have received a copy of the Solvency Opinion, which shall be in form and substance reasonably satisfactory to the CompanyClosing.

Additional Conditions to Obligation of the Company. The obligation of the Company to effect the Merger is also is subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived by the Company: (a) The representations and warranties of TCM set forth Alcatel contained in this Agreement (without giving effect to any materiality qualifications or limitations therein or any references therein to Alcatel Material Adverse Effect) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or to TCM Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) as of the Closing Date as though such representations date of this Agreement and warranties were made on and as of the Closing DateEffective Time (or, to the extent such representations and warranties speak as of an earlier date, as of such earlier date), except for those representations and warranties that address matters only as of a particular date, which representations and warranties shall such failures to be true and correct which in all material respects (except for such representations and warranties that are qualified by their terms by a reference the aggregate would not reasonably be expected to materiality or to TCM have an Alcatel Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) only as of such date, and the . The Company shall have received a certificate signed on behalf of TCM Alcatel by the Chief Executive Officer and Chief Financial Officer an executive officer of TCM Alcatel to such effect;; notwithstanding anything to the contrary in this Agreement, if and to the extent there are purchases of Alcatel Shares between the date of this Agreement and the Effective Time that cause the representation in Section 5.10(b) to be untrue, then the sole and exclusive remedy of the Company shall be to determine that the closing condition set forth in this Section 7.03(a) has not been satisfied and to decide not to effect the Merger, and Alcatel shall have no liability as a result of the inaccuracy of the representation in Section 5.10(b). (b) each Each of TCM Alcatel and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing DateEffective Time, and the Company shall have received a certificate signed on behalf of TCM Alcatel by the Chief Executive Officer and Chief Financial Officer an executive officer of TCM Alcatel to such effect; (c) all corporate actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby or incidental hereto and all other related legal matters shall have been reasonably satisfactory to and approved by counsel for the Company Special Committee and such counsel shall have been furnished with such certified copies of such corporate actions and proceedings and such other instruments and documents as it shall have reasonably requested; (d) the The Company shall have received a legal opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ from Proskauer Rose LLP, dated as of counsel to Alcatel and Merger Sub, an opinion in a form reasonably agreed by the Closing Date, and subject to the customary assumptions and qualifications, to the effect that the Merger will qualify as a "reorganization" under Section 368(aparties; (d) of the Code; (e) the Company No Alcatel Material Adverse Effect shall have received occurred between the written opinion of the Company Financial Advisor, in customary form date hereof and based on customary assumptions, to the effect that the Merger Consideration to be received by the Company Stockholders pursuant to the Merger is fair to the Company Stockholders from a financial point of view, which opinion shall not have been withdrawn; (f) TCM and its subsidiaries shall have obtained policies of fire and casualty, liability and other forms of insurance in such amounts, with such deductibles and against such risks and losses as are, in TCM's reasonable judgment, appropriate for the assets and properties of TCM and its subsidiaries and customary in TCM's industry; (g) TCM's Indebtedness for Borrowed Money at the Effective Time shall not exceed $40.0 million, which shall include the amount of money that TCM is required to distribute to ▇▇▇▇ pursuant to Section 6.5 of the Separation and Distribution Agreement; and (h) the Company shall have received a copy of the Solvency Opinion, which shall be in form and substance reasonably satisfactory to the CompanyTime.

Additional Conditions to Obligation of the Company. The obligation of the Company to effect the Merger is also is subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived by the Company: (a) The the representations and warranties of TCM Parent and the Merger Sub set forth in this Agreement Article 2 shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or to TCM Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) as of the Closing Date Effective Time as though such representations and warranties were if made on at and as of the Closing DateEffective Time, except for those representations and warranties that address matters only as of a particular date, which representations Parent and warranties the Merger Sub shall be true and correct in all material respects (except for such representations have performed each obligation and warranties agreement and complied with each covenant to be performed and complied with by it hereunder at or prior to the Effective Time. A representation or warranty that are qualified by their terms by is expressly subject to a reference materiality limitation shall not be subject to a further materiality or to TCM Material Adverse Effect, which representations and warranties limitation as so qualified shall be true and correct a result of the use of the phrase "in all material respects) only as of such date, and " in the Company shall have received a certificate signed on behalf of TCM by the Chief Executive Officer and Chief Financial Officer of TCM to such effectpreceding sentence; (b) each of TCM and Merger Sub Parent shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior furnished to the Closing Date, and the Company shall have received a certificate signed on behalf of TCM by in which Parent shall certify that Parent has no reason to believe that the Chief Executive Officer and Chief Financial Officer of TCM to such effectconditions set forth in Section 6.2(a) have not been fulfilled; (c) all corporate actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby or incidental hereto and all other related legal matters Parent shall have been reasonably satisfactory furnished to and approved by counsel for the Company Special Committee (i) a copy of the text of the resolutions by which the corporate action on the part of Parent and the Merger Sub necessary to approve this Agreement and the Merger were taken, (iii) certificates executed on behalf of Parent and the Merger Sub by their respective corporate secretaries or one of their respective assistant corporate secretaries certifying to the Company, in each case, that such counsel shall have been furnished with such certified copies copy is a true, correct and complete copy of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded, and (iii) an incumbency certificate executed on behalf of Parent and the Merger Sub by their respective corporate actions secretaries or one of their respective assistant corporate secretaries certifying, in each case, the signature and proceedings and such office of each officer executing this Agreement or any other instruments and documents as it shall have reasonably requestedagreement, certificate or other instrument executed pursuant hereto; (d) the The Company shall not have received a legal opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, dated discovered any fact or circumstance existing as of the Closing Date, and subject to the customary assumptions and qualifications, to the effect that the Merger will qualify date of this Agreement which has not been publicly disclosed by Parent as a "reorganization" under Section 368(a) of the Code; date of this Agreement regarding the business, assets, properties, condition (e) the Company shall have received the written opinion financial or otherwise), results of the Company Financial Advisor, in customary form and based on customary assumptions, to the effect that the Merger Consideration to be received by the Company Stockholders pursuant to the Merger is fair to the Company Stockholders from a financial point operations or prospects of view, which opinion shall not have been withdrawn; (f) TCM Parent and its subsidiaries shall have obtained policies of fire which is, individually or in the aggregate with other such facts and casualtycircumstances, liability and other forms of insurance in such amounts, with such deductibles and against such risks and losses as are, in TCM's reasonable judgment, appropriate for the assets and properties of TCM materially adverse to Parent and its subsidiaries and customary in TCM's industry; (g) TCM's Indebtedness for Borrowed Money at taken as a whole, or to the Effective Time shall not exceed $40.0 million, which shall include the amount of money that TCM is required to distribute to ▇▇▇▇ pursuant to Section 6.5 value of the Separation and Distribution Agreement; and (h) the Company shall have received a copy shares of the Solvency Opinion, which shall be in form and substance reasonably satisfactory to the CompanyParent Common Stock.

Additional Conditions to Obligation of the Company. The obligation of the Company to effect the Merger is also is subject to the satisfaction fulfillment at or prior to the Effective Time of each of the following conditions, any of which may be waived by the Company: (a) The the representations and warranties of TCM WiFiMed and the Merger Sub set forth in this Agreement Article II that are qualified by materiality shall be true and correct and the representation and warranties of WiFiMed and the Merger Sub that are not so qualified shall be true and correct in all material respects (except for such representations on and warranties that are qualified by their terms by a reference to materiality or to TCM Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) as of the Closing Date Effective Time with the same force and effect as though such representations and warranties were if made on and as of the Closing DateEffective Time, except for those representations and warranties that address matters only as each of a particular date, which representations WiFiMed and warranties the Merger Sub shall be true and correct in all material respects (except for such representations have performed each obligation and warranties that are qualified agreement and complied with each covenant to be performed and complied with by their terms by a reference it hereunder at or prior to materiality or to TCM Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) only as of such date, and the Company shall have received a certificate signed on behalf of TCM by the Chief Executive Officer and Chief Financial Officer of TCM to such effectEffective Time; (b) each of TCM WiFiMed shall have furnished to the Company a certificate in which WiFiMed and the Merger Sub shall certify that neither WiFiMed nor Merger Sub has any reason to believe that the conditions set forth in Section 8.2(a) have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of TCM by the Chief Executive Officer and Chief Financial Officer of TCM to such effectnot been fulfilled; (c) all corporate actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby or incidental hereto and all other related legal matters WiFiMed shall have been reasonably satisfactory furnished to and approved by counsel for the Company Special Committee (i) a copy of the text of the resolutions by which the corporate action on the part of WiFiMed and the Merger Sub necessary to approve this Agreement, the Merger and the issuance of the Merger Shares were taken and (ii) certificates executed on behalf of WiFiMed certifying, in each case, that such counsel shall have been furnished with such certified copies copy is a true, correct and complete copy of such corporate actions resolutions and proceedings that such resolutions were duly adopted and such other instruments and documents as it shall have reasonably requestednot been amended or rescinded; (d) WiFiMed shall have issued to each qualifying Shareholder certificates for the number of shares of WiFiMed Common Stock to which such Shareholder is entitled pursuant to Section 1.5(b) and Schedule 1.5(b) hereof. Shareholders are not qualifying Shareholders unless they have (i) surrendered their shares in the Company shall have received or (ii) executed an affidavit in a legal opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, dated as of the Closing Date, and subject form acceptable to WiFiMed attesting to the customary assumptions and qualifications, to the effect that the Merger will qualify as a "reorganization" under Section 368(a) loss or non-delivery of the Code;their Company shares. (e) the Company WiFiMed shall have received the written opinion of the Company Financial Advisor, obtained each consent and approval necessary in customary form and based on customary assumptions, to the effect order that the Merger Consideration to be received by and the Company Stockholders transactions contemplated herein not constitute a breach or violation of, or result in a right of termination or acceleration or any encumbrance on any of WiFiMed's assets pursuant to the Merger is fair to the Company Stockholders from a financial point of viewprovisions of, which opinion shall not have been withdrawnany agreement, arrangement or understanding or any license, franchise or permit; (f) TCM and its subsidiaries The agreements described in Section 6.1 or as individually negotiated shall have obtained policies of fire and casualty, liability and other forms of insurance in such amounts, with such deductibles and against such risks and losses as are, in TCM's reasonable judgment, appropriate for the assets and properties of TCM and its subsidiaries and customary in TCM's industry;been executed. (g) TCM's Indebtedness for Borrowed Money All corporate and other proceedings in connection with the transactions contemplated at the Effective Time shall not exceed $40.0 million, which shall include the amount of money that TCM is required to distribute to ▇▇▇▇ pursuant to Section 6.5 of the Separation Closing and Distribution Agreement; and (h) the Company shall have received a copy of the Solvency Opinion, which all documents incident thereto shall be reasonably satisfactory in form and substance reasonably satisfactory to the Company's counsel, and the Company and its counsel shall have received all such counterpart original and certified or other copies of such documents as they may reasonably request.

Additional Conditions to Obligation of the Company. The obligation of the Company to effect the Merger also is further subject to the satisfaction at (or prior to waiver by the Effective Time of each Company) of the following conditions, any of which may be waived by the Company: (ai) The representations and warranties of TCM set forth in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or to TCM Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) as of the Closing Date as though such representations and warranties were made on and as of the Closing Date, except for those representations and warranties that address matters only as of a particular date, which representations and warranties shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or to TCM Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) only as of such date, and the Company shall have received a certificate signed on behalf of TCM by the Chief Executive Officer and Chief Financial Officer of TCM to such effect; (b) each of TCM Parent and Merger Sub shall have performed or in all material respects all obligations and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or them prior to the Closing. (ii) Other than the representations and warranties listed in clause (iii), of this Section 2.2(c), the representations and warranties of Parent and Merger Sub set forth in Article 4 shall be true and correct (without giving effect to any materiality, Parent Material Adverse Effect or similar qualifications set forth therein) at and as of the Closing Dateas if made at and as of such time (except to the extent that any such representation and warranty expressly speaks of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not have, individually or in the aggregate, a Parent Material Adverse Effect. (iii) The representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.1, Section 4.2, Section 4.3(a), Section 4.5, Section 4.10, Section 4.12 and Section 4.13, that (A) are not qualified by Parent Material Adverse Effect or other materiality qualifications will be true and correct in all material respects at and as of the Closing as if made at and as of such time (except to the extent that such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all material respects as of such earlier date); and (B) are qualified by Parent Material Adverse Effect or other materiality qualifications will be true and correct in all respects (without disregarding such Parent Material Adverse Effect or other materiality qualifications) as of the Closing as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all respects as of such earlier date). (iv) The Company shall have received from Parent and Merger Sub a certificate signed on behalf of TCM by the Chief Executive Officer and Chief Financial Officer of TCM to such effect; (c) all corporate actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby or incidental hereto and all other related legal matters shall have been reasonably satisfactory to and approved by counsel for the Company Special Committee and such counsel shall have been furnished with such certified copies of such corporate actions and proceedings and such other instruments and documents as it shall have reasonably requested; (d) the Company shall have received a legal opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPcertificate, dated as of the Closing DateDate and signed by their respective chief executive officers, certifying (on behalf of Parent and subject to the customary assumptions and qualificationsMerger Sub, to the effect respectively) that the Merger will qualify as a "reorganization" under conditions set forth in Section 368(a2.2(c)(i) of the Code; (ethrough Section 2.2(c)(iii) the Company shall have received the written opinion of the Company Financial Advisor, in customary form and based on customary assumptions, to the effect that the Merger Consideration to be received by the Company Stockholders pursuant to the Merger is fair to the Company Stockholders from a financial point of view, which opinion shall not have been withdrawn; (f) TCM and its subsidiaries shall have obtained policies of fire and casualty, liability and other forms of insurance in such amounts, with such deductibles and against such risks and losses as are, in TCM's reasonable judgment, appropriate for the assets and properties of TCM and its subsidiaries and customary in TCM's industry; (g) TCM's Indebtedness for Borrowed Money at the Effective Time shall not exceed $40.0 million, which shall include the amount of money that TCM is required to distribute to ▇▇▇▇ pursuant to Section 6.5 of the Separation and Distribution Agreement; and (h) the Company shall have received a copy of the Solvency Opinion, which shall be in form and substance reasonably satisfactory to the Companysatisfied.