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

Additional Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger shall be subject to the fulfillment (or, to the extent permitted by applicable Law waiver by the Company) at or prior to the Effective Time of the following additional conditions: (a) Spinco and Verizon shall have performed in all material respects and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them at or prior to the Effective Time. (b) Each of the representations and warranties of Verizon and Spinco (i) set forth in Article IV and Article V (other than Sections 4.2(a) and 5.3(a)) of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made on and as of such date, except for representations and warranties that speak as of an earlier date or period which shall be true and correct as of such date or period; provided, however, that for purposes of this clause, such representations and warranties shall be deemed to be true and correct unless the failure or failures of all such representations and warranties to be so true and correct, without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Verizon or Spinco and (ii) set forth in Sections 4.2(a) and 5.3(a) of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date. (c) Verizon and Spinco shall have delivered to the Company a certificate, dated as of the Effective Time, of a senior officer of each of Verizon and Spinco certifying the satisfaction of the conditions set forth in subsection (a) and (b) of this Section 8.3. (d) Spinco and Verizon (or a Subsidiary thereof) shall have entered into the applicable Transaction Agreements, and to the extent timely, performed them in all material respects, and each such agreement shall be in full force and effect. (e) Except as disclosed in the Spinco Disclosure Letter or as expressly contemplated by the Transaction Agreements, since the Interim Balance Sheet Date, there shall have been no event, occurrence, development or state of circumstances or facts that has or would have, individually or in the aggregate, a Material Adverse Effect on Spinco or the Spinco Business. (f) The Company shall have received the consent of lenders under the Company Credit Agreement holding at least 51% of the aggregate outstanding term loans and revolving commitments thereunder to effect the Merger; provided, that this condition shall be deemed satisfied upon consummation of the New Financing or the Alternative Financing.

Additional Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger shall be subject to the fulfillment (or, to the extent permitted by applicable Law Law, waiver by the Company) at or prior to the Effective Time of the following additional conditions: (a) Spinco and Verizon shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them at or prior to the Effective Time. (b) Each of the representations and warranties of Verizon and Spinco (i) set forth in Article IV and Article V (other than Sections 4.2(a), 5.2(b), 5.3(a), 5.3(b) and 5.3(a)5.17) of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made on and as of such datethe Closing Date, except for representations and warranties that speak as of an earlier date or period (which shall be true and correct as of such earlier date or period); provided, however, that for purposes of this clauseclause (i), such representations and warranties shall be deemed to be true and correct unless the failure or failures of all such representations and warranties to be so true and correct, without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Verizon Verizon, Spinco or the Spinco Business and (ii) set forth in Sections 4.2(a), 5.2(b), 5.3(a), 5.3(b) and 5.3(a) 5.17 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date. (c) Verizon and Spinco shall have delivered to the Company a certificate, dated as of the Effective Time, of a senior officer of each of Verizon and Spinco certifying the satisfaction of the conditions set forth in subsection subsections (a) and (b) of this Section 8.3. (d) Spinco and Verizon (or a Subsidiary thereof) shall have entered into the applicable Transaction Agreements, and to the extent timely, performed them in all material respects, and each such agreement shall be in full force and effect. (e) Except as disclosed in the Spinco Disclosure Letter or as expressly contemplated by the Transaction Agreements, since the Interim Balance Sheet DateDecember 31, 2008, there shall have been no state of facts, change, development, event, occurrenceeffect, development condition or state of circumstances or facts occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Spinco or the Spinco Business. (f) The Company shall have received the consent of lenders under the Company Credit Agreement holding at least 51% of the aggregate outstanding term loans and revolving commitments thereunder to effect the Merger; provided, that this condition shall be deemed satisfied upon consummation of the New Financing or the Alternative Financing.

Additional Conditions to the Obligations of the Company. The obligation of the Company and Merger Sub to consummate the Merger shall be subject to the fulfillment (or, to the extent permitted by applicable Law waiver by the Company) at or prior to the Effective Time of the following additional conditions: (a) Spinco and Verizon MWV shall have performed in all material respects and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them at or prior to the Effective Time. (b) Each of the representations and warranties of Verizon MWV and Spinco (i) set forth in Article IV ARTICLE V and Article V ARTICLE VI (other than Sections 4.2(a) Section 5.2(a), Section 6.2(a), and 5.3(aSection 6.3(a)) of this Agreement that are qualified by Material Adverse Effect shall be true and correct as of the date of this Agreement and Closing Date as though made as of the Closing Date as though such representations and warranties were made on and as of such dateDate, except for representations and warranties that speak as of an earlier date or period which shall be true and correct as of such date or period; provided, however(ii) set forth in ARTICLE V and ARTICLE VI (other than Section 5.2(a), that for purposes of this clauseSection 6.2(a), such and Section 6.3(a) and those representations and warranties qualified by Material Adverse Effect) shall be deemed true and correct as of the Closing Date as though made as of the Closing Date, except for representations and warranties that speak as of an earlier date or period which shall be true and correct as of such date or period, except for such failures to be true and correct unless the failure as are not having or failures of all such representations and warranties to be so true and correct, without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Verizon or Spinco Spinco, and (ii) set forth in Sections 4.2(aSection 5.2(a), Section 6.2(a), and Section 6.3(a) and 5.3(a) of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except for representations and warranties that speak as of an earlier date or period which shall be true and correct as of such date or period. (c) Verizon MWV and Spinco shall have delivered to the Company a certificate, dated as of the Effective Time, of a senior officer of each of Verizon MWV and Spinco certifying the satisfaction of the conditions set forth in subsection (a) and (b) of this Section 8.39.3. (d) The Company shall have received the Merger Tax Opinion from Company Tax Counsel, dated the Closing Date. (e) Spinco and Verizon MWV (or a Subsidiary thereof) shall have entered into the applicable Transaction Agreements, and to the extent timelyapplicable, performed them in all material respects, and each such agreement shall be in full force and effect. (e) Except as disclosed in the Spinco Disclosure Letter or as expressly contemplated by the Transaction Agreements, since the Interim Balance Sheet Date, there shall have been no event, occurrence, development or state of circumstances or facts that has or would have, individually or in the aggregate, a Material Adverse Effect on Spinco or the Spinco Business. (f) The Company shall have received the consent of lenders under the Company Credit Agreement holding at least 51% of the aggregate outstanding term loans and revolving commitments thereunder to effect the Merger; provided, that this condition shall be deemed satisfied upon consummation of the New Financing or the Alternative Financing.

Additional Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger shall be transactions contemplated by this Agreement are subject to the fulfillment (satisfaction or, to the extent if permitted by applicable Law Law, waiver by the Company) at or prior to the Effective Time Company of the following additional further conditions: (a) Spinco and Verizon (i) Plum shall not have received any notice of non-compliance from NASDAQ, (ii) the New Plum Common Shares shall have performed in been approved for listing on the applicable Stock Exchange, subject only to official notice of issuance thereof, and (iii) Plum shall satisfy all material respects applicable initial and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them at or prior to continuing listing requirements of the Effective Time.applicable Stock Exchange; (b) Each of the representations and warranties of Verizon and Spinco (i) set forth in Article IV and Article V (other than Sections 4.2(a) and 5.3(a)) of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made on and as of such date, except for representations and warranties that speak as of an earlier date or period which shall be true and correct as of such date or period; provided, however, that for purposes of this clause, such representations and warranties shall be deemed to be true and correct unless the failure or failures of all such representations and warranties to be so true and correct, without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Verizon or Spinco and (ii) set forth in Sections 4.2(a) and 5.3(a) of this Agreement Plum Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 6.14(a) shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date., as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), and (iii) the representations and warranties of each Merger Sub in Article V and Plum in Article VI (other than the Plum Fundamental Representations and the representations and warranties set forth in Section 6.14(a)) contained in this Agreement shall be true and correct (without giving effect to any limitations as to “materiality” or “Plum Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Plum Material Adverse Effect; (c) Verizon the covenants and Spinco agreements of Plum contained in this Agreement to be performed prior to the Closing shall have delivered been performed in all material respects; (d) since the date of this Agreement, no Plum Material Adverse Effect shall have occurred or be reasonably expected to occur; (e) Plum’s applicable Governing Documents shall have been amended and restated in the forms of the Post-Closing Certificate of Incorporation and the Post-Closing Bylaws, in each case, in a form prepared by the Company and as consented to in writing by Plum (such consent not to be unreasonably withheld, conditioned or delayed); (f) the size and composition of the board of directors of Plum shall have been composed as contemplated pursuant to Section 9.01; (g) the Net Closing Cash shall be at least equal to $35,000,000 and at least fifty percent (50%) of the Net Closing Cash shall be proceeds of Closing Equity Liquidity; and (h) at or prior to the Closing, Plum shall have delivered, or caused to be delivered, to the Company the following documents: (i) a certificate, signed by an officer of Plum, dated as of the Effective TimeClosing Date, certifying that, to the knowledge and belief of a senior officer of each of Verizon and Spinco certifying the satisfaction of such officer, the conditions set forth specified in subsection (aSection 10.02(a) and (bSection 10.02(c) of this Section 8.3.have been fulfilled; (dii) Spinco the Registration Rights Agreement duly executed by the Sponsor, in a form and Verizon (or a Subsidiary thereof) shall have entered into the applicable Transaction Agreements, and substance reasonably satisfactory to the extent timely, performed them in all material respects, and each such agreement shall be in full force and effect.Company; and (eiii) Except as disclosed in the Spinco Disclosure Letter or as expressly contemplated by the Transaction Agreements, since the Interim Balance Sheet Date, there Extension Approval shall have been no eventobtained, occurrence, development or state of circumstances or facts that has or would have, individually or in the aggregate, a Material Adverse Effect on Spinco or the Spinco Businessif necessary. (f) The Company shall have received the consent of lenders under the Company Credit Agreement holding at least 51% of the aggregate outstanding term loans and revolving commitments thereunder to effect the Merger; provided, that this condition shall be deemed satisfied upon consummation of the New Financing or the Alternative Financing.

Additional Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger shall be subject to the fulfillment (or, to the extent permitted by applicable Law Law, waiver by the Company) at or prior to the Effective Time Closing of the following additional conditions: (a) Spinco The SPAC and Verizon Merger Sub shall each have performed in all material respects and complied in all material respects with all the obligations, covenants and agreements required by this Agreement to be performed or complied with by them it at or prior to the Effective Time.; (b) Each of the All representations and warranties of Verizon made by the SPAC and Spinco (i) Merger Sub set forth in Article IV and Article V (other than Sections 4.2(a) the representations and 5.3(a)) warranties referenced in the second sentence of this Agreement Section 6.2(b)), shall be true and correct (without giving effect to any limitation as to materiality or SPAC Material Adverse Effect or any other similar limitation set forth therein) on and as of the date hereof and on and as of this Agreement the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a SPAC Material Adverse Effect. The Fundamental Representations made by the SPAC shall be true and correct in all respects at and as of the date hereof and as of the Closing Date as though such representations and warranties were made on at and as of such the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, except for representations and warranties that speak as of an earlier date or period which shall be true and correct as of such date or period; provided, however, that for purposes of this clause, such representations and warranties shall be deemed to be true and correct unless the failure or failures of all such representations and warranties to be so true and correct, without giving effect to any qualification correct only as to materiality or of such specified date); (c) No SPAC Material Adverse Effect set forth in such representations or warranties, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Verizon or Spinco and (ii) set forth in Sections 4.2(a) and 5.3(a) of this Agreement shall be true and correct in all material respects as of have occurred between the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date.; (cd) Verizon and Spinco The SPAC shall have delivered to the Company a certificate, the certificate referenced in Section 1.2(b)(ii) dated as of the Effective Time, of a senior Closing Date signed by an authorized officer of the SPAC certifying that each of Verizon and Spinco certifying the satisfaction of the conditions set forth in subsection (aSection 6.1(f) and Section 6.2(a), (b), (c), and (e) of this Section 8.3.have been satisfied; (de) Spinco The SPAC and Verizon (or a Subsidiary thereof) Merger Sub shall have entered into executed and delivered the applicable Transaction AgreementsDocuments, and to the extent timelyapplicable, performed and complied with the obligations, covenants and agreements thereunder required to be performed by them prior to the Effective Time in all material respects, and each such agreement shall be in full force and effect. (e) Except as disclosed in the Spinco Disclosure Letter or as expressly contemplated by the Transaction Agreements, since the Interim Balance Sheet Date, there shall have been no event, occurrence, development or state of circumstances or facts that has or would have, individually or in the aggregate, a Material Adverse Effect on Spinco or the Spinco Business.; (f) The As of the Closing Date, the listing of the SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares comprising the Merger Consideration shall have been approved by NASDAQ; and (g) Other than those Persons identified as continuing directors on Schedule 2.5(a), all members of the SPAC Board and all executive officers of the SPAC shall have executed and delivered written resignation letters effective as of the Effective Time, and the directors designated by the Company shall have received been appointed to the consent board of lenders under the Company Credit Agreement holding at least 51% directors of the aggregate outstanding term loans and revolving commitments thereunder to effect the Merger; providedSPAC, that this condition shall be deemed satisfied upon consummation effective as of the New Financing or the Alternative FinancingClosing.

Additional Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger shall be also are subject to the fulfillment (or, to the extent permitted by applicable Law waiver by the Company) at or prior to the Effective Time of the following additional conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable law: (a) Spinco and Verizon shall have performed in all material respects and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them at or prior to the Effective Time. (b) Each of the representations and warranties of Verizon and Spinco (i) Parent set forth in Article IV and Article V (other than Sections 4.2(a) and 5.3(a)) of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made on and as of such date, except for representations and warranties Section 5.2 that speak as of an earlier date or period which shall be true and correct as of such date or period; provided, however, that for purposes of this clause, such representations and warranties shall be deemed to be true and correct unless the failure or failures of all such representations and warranties to be so true and correct, without giving effect to any qualification are qualified as to materiality or Material Adverse Effect set forth in shall be true and correct, and such representations or warranties, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Verizon or Spinco and (ii) set forth in Sections 4.2(a) and 5.3(a) of this Agreement warranties that are not so qualified shall be true and correct in all material respects respects, in each case as of the date of this Agreement Agreement, and as of the Closing Date Effective Time with the same force and effect as though if made on and as of the Closing Date.Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date), in each case except as permitted or contemplated by this Agreement; (b) Parent and its subsidiaries shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (c) Verizon and Spinco Parent shall have delivered to the Company a certificatecertificate of its Chief Executive Officer and Chief Financial Officer to the effect that each of the conditions specified in clauses (a), dated as (b) and (d) of this Section 7.2 is satisfied; (d) from the date of this Agreement to the Effective Time, of a senior officer of each of Verizon and Spinco certifying the satisfaction of the conditions set forth in subsection (a) and (b) of this Section 8.3. (d) Spinco and Verizon (or a Subsidiary thereof) shall have entered into the applicable Transaction Agreements, and to the extent timely, performed them in all material respects, and each such agreement shall be in full force and effect. (e) Except as disclosed in the Spinco Disclosure Letter or as expressly contemplated by the Transaction Agreements, since the Interim Balance Sheet Date, there shall not have been no event, occurrence, any event or development or state of circumstances or facts that has or would have, individually or which results in the aggregate, a Material Adverse Effect on Spinco or the Spinco Business.Parent; (fe) The Company Parent shall have received made available incentive compensation not less than (i) $110,000 and (ii) options to purchase 37,000 shares of Parent Shares, each in the consent aggregate, to be offered to specific key employees of lenders under the Company Credit Agreement holding determined by the Parent, after consultation with the Company’s president at least 51% such time of the aggregate outstanding term loans issuance or grant, and revolving commitments thereunder to effect the Merger; provided, that this condition which shall be deemed satisfied upon consummation of issued or granted, as the New Financing or the Alternative Financingcase may be, based on performance, on terms and conditions reasonably satisfactory to Parent.

Additional Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate effect the Merger shall be are subject to the fulfillment (or, to the extent permitted by applicable Law satisfaction or waiver by the Company) at or prior to the Effective Time of each of the following additional conditions: (a) Spinco and Verizon shall have performed in all material respects and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them at or prior to the Effective Time. (bi) Each of the representations and warranties of Verizon and Spinco (i) set forth in Article IV Section 4.1 (Organization and Article V Corporate Power), Section 4.2 (other than Sections 4.2(aAuthorization; V▇▇▇▇ and Binding Agreement), and Section 4.7 (Brokerage) and 5.3(a)) of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made on and as of such date, except for representations and warranties that speak as of an earlier date or period which shall be true and correct as of such date or period; provided, however, that for purposes of this clause, such representations and warranties shall be deemed to be true and correct unless the failure or failures of all such representations and warranties to be so true and correct, without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Verizon or Spinco and (ii) set forth in Sections 4.2(a) and 5.3(a) of this Agreement shall be true and correct in all material respects as of the Closing Date as though made on and as of such date and 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 shall be true and correct in all material respects as of such earlier date) and (ii) each of the other representations and warranties of Parent and Purchaser contained in this Agreement shall be true and correct as of the Closing Date as though made on and as of the Closing Date. such date and time (c) Verizon and Spinco shall have delivered to the Company a certificate, dated as of the Effective Time, of a senior officer of each of Verizon and Spinco certifying the satisfaction of the conditions set forth in subsection (a) and (b) of this Section 8.3. (d) Spinco and Verizon (or a Subsidiary thereof) shall have entered into the applicable Transaction Agreements, and except to the extent timelythat any such representation and warranty expressly speaks as of an earlier date, performed them in all material respects, which case such representation and each such agreement warranty shall be in full force true and effect. (e) Except correct as disclosed of such earlier date), except, in the Spinco Disclosure Letter case of this clause (ii), where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or as expressly contemplated by the Transaction Agreements, since the Interim Balance Sheet Date, there shall have been no event, occurrence, development or state of circumstances or facts that “Parent Material Adverse Effect”) has or would havenot had, individually or in the aggregate, a Parent Material Adverse Effect on Spinco or the Spinco BusinessEffect. (fb) The Company Each of Parent and Purchaser shall have received performed and complied with, in all material respects, its obligations and covenants required to be performed by it under this Agreement at or prior to the consent of lenders under Effective Time. (c) Parent shall have delivered to the Company Credit Agreement holding at least 51% a certificate dated as of the aggregate outstanding term loans Closing Date signed on behalf of Parent by a senior executive officer of Parent to the effect that the conditions set forth in Section 6.3(a) and revolving commitments thereunder to effect the Merger; provided, that this condition shall be deemed Section 6.3(b) have been satisfied upon consummation as of the New Financing or the Alternative FinancingClosing Date.

Additional Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate effect the Merger shall be subject to the fulfillment (or, to the extent permitted by applicable Law waiver by the Company) at or prior to the Effective Time of each of the following additional conditions, any one or more of which may be waived in writing by the Company: (ai) Spinco The representations and Verizon warranties of Buyer and Merger Sub contained in this Agreement not qualified with any "Material Adverse Effect" qualifier shall be true and correct in all respects, so long as any failures of such representations and warranties to be true and correct in all respects, taken together, have not had a Buyer Material Adverse Effect (it being understood that for purposes of determining accuracy of such representations and warranties all qualifications based on the word "material" contained in such representations and warranties shall be disregarded), and (ii) the representations and warranties of Buyer and Merger Sub contained in this Agreement qualified with any "Material Adverse Effect" qualifier shall be true and correct in all respects; in the case of each of (i) and (ii), as of the date of this Agreement and as of the Effective Time except to the extent such representations and warranties relate to an earlier date, in which case as of such earlier date. (b) Buyer and Merger Sub shall have performed in all material respects and complied in all material respects with all covenants agreements and obligations required by this Agreement to be performed or complied with by them at on or prior to the Effective Time. (b) Each of the representations and warranties of Verizon and Spinco (i) set forth in Article IV and Article V (other than Sections 4.2(a) and 5.3(a)) of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made on and as of such date, except for representations and warranties that speak as of an earlier date or period which shall be true and correct as of such date or period; provided, however, that for purposes of this clause, such representations and warranties shall be deemed to be true and correct unless the failure or failures of all such representations and warranties to be so true and correct, without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Verizon or Spinco and (ii) set forth in Sections 4.2(a) and 5.3(a) of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date. (c) Verizon and Spinco Buyer shall have delivered furnished a certificate executed by one of its officers to the Company a certificate, dated as of the Effective Time, of a senior officer of each of Verizon and Spinco certifying the satisfaction of evidence compliance with the conditions set forth in subsection (aSections 8.1(a) and (b) of this Section 8.3Agreement. (d) Spinco and Verizon (or a Subsidiary thereof) No Buyer Material Adverse Effect shall have entered into occurred since the applicable Transaction Agreements, and to date of the extent timely, performed them in all material respects, and each such agreement shall be in full force and effectAgreement. (e) Except as disclosed The Buyer Common Stock issuable in connection with the Spinco Disclosure Letter or as expressly contemplated by the Transaction Agreements, since the Interim Balance Sheet Date, there Merger shall have been no eventauthorized for listing on NASDAQ, occurrence, development or state subject to official notice of circumstances or facts that has or would have, individually or in the aggregate, a Material Adverse Effect issuance on Spinco or the Spinco BusinessNASDAQ. (f) The Company shall have received the consent of lenders under the Company Credit Agreement holding at least 51% of the aggregate outstanding term loans and revolving commitments thereunder to effect the Merger; provided, that this condition shall be deemed satisfied upon consummation of the New Financing or the Alternative Financing.

Additional Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger shall be transactions contemplated by this Agreement are subject to the fulfillment (satisfaction or, to the extent if permitted by applicable Law Law, waiver by the Company) at or prior to the Effective Time Company of the following additional further conditions: (a) Spinco (i) Plum shall not have received any notice of non-compliance from NASDAQ, and Verizon (ii) the New Plum Common Shares shall have performed in all material respects and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them at or prior to the Effective Time.been approved for listing on NASDAQ; (b) Each of the representations and warranties of Verizon and Spinco (i) set forth in Article IV and Article V (other than Sections 4.2(a) and 5.3(a)) of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made on and as of such date, except for representations and warranties that speak as of an earlier date or period which shall be true and correct as of such date or period; provided, however, that for purposes of this clause, such representations and warranties shall be deemed to be true and correct unless the failure or failures of all such representations and warranties to be so true and correct, without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Verizon or Spinco and (ii) set forth in Sections 4.2(a) and 5.3(a) of this Agreement Plum Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 6.14(a) shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date., as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), and (iii) the representations and warranties of Plum in Article VI (other than the Plum Fundamental Representations and the representations and warranties set forth in Section 6.14(a)) contained in this Agreement shall be true and correct (without giving effect to any limitations as to “materiality” or “Plum Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Plum Material Adverse Effect; (c) Verizon the covenants and Spinco agreements of Plum contained in this Agreement to be performed prior to the Closing shall have delivered to the Company a certificate, dated as of the Effective Time, of a senior officer of each of Verizon and Spinco certifying the satisfaction of the conditions set forth been performed in subsection (a) and (b) of this Section 8.3.all material respects; (d) Spinco and Verizon (or a Subsidiary thereof) since the date of this Agreement, no Plum Material Adverse Effect shall have entered into occurred and be continuing and uncured; (e) Plum’s applicable Governing Documents shall have been amended and restated in the applicable Transaction Agreementsforms of the Post-Closing Certificate of Incorporation and the Post-Closing Bylaws, in each case, in a form prepared by the Company and as consented to in writing by Plum (such consent not to be unreasonably withheld, conditioned or delayed); (f) the extent timely, performed them in all material respects, size and composition of the board of directors of Plum shall have been composed as contemplated pursuant to Section 9.01; (g) each such agreement of the Sponsor Letter Agreement and the Founder Letter Amendment shall be in full force and effect.effect in accordance with the terms thereof as of the Closing; and (eh) Except at or prior to the Closing, Plum shall have delivered, or caused to be delivered, to the Company the following documents: (i) a certificate, signed by an officer of Plum, dated as disclosed in of the Spinco Disclosure Letter or as expressly contemplated by the Transaction Agreements, since the Interim Balance Sheet Closing Date, there shall certifying that, to the knowledge and belief of such officer, the conditions specified in Section 10.02(a) and Section 10.02(c) have been no event, occurrence, development or state of circumstances or facts that has or would have, individually or in the aggregate, a Material Adverse Effect on Spinco or the Spinco Business.fulfilled; and (fii) The Company shall have received the consent of lenders under Registration Rights Agreement duly executed by ▇▇▇▇, the Company Credit Agreement holding at least 51% Sponsor and the other parties thereto; (iii) the Plum Lock-Up Agreements duly executed by ▇▇▇▇ and each of the aggregate outstanding term loans Locked-Up Plum Persons; and (iv) an amendment to Plum’s engagement letter with J.V.B. Financial Group, LLC, acting through its ▇▇▇▇▇ & Company Capital Markets division, in form and revolving commitments thereunder substance reasonably acceptable to effect the Merger; provided, that this condition shall be deemed satisfied upon consummation of the New Financing or the Alternative FinancingCompany.

Additional Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger shall be subject to the fulfillment (or, to the extent permitted by applicable Law Law, waiver by the Company) at or prior to the Effective Time of the following additional conditions: (a) Spinco and Verizon shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them at or prior to the Effective Time. (b) Each of the representations and warranties of Verizon and Spinco (i) set forth in Article IV and Article V (other than Sections 4.2(a), 5.2(b), 5.3(a), 5.3(b) and 5.3(a)5.17) of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made on and as of such datethe Closing Date, except for representations and warranties that speak as of an earlier date or period (which shall be true and correct as of such earlier date or period); provided, however, that for purposes of this clauseclause (i), such representations and warranties shall be deemed to be true and correct unless the failure or failures of all such representations and warranties to be so true and correct, without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Verizon Verizon, Spinco or the Spinco Business and (ii) set forth in Sections 4.2(a), 5.2(b), 5.3(a), 5.3(b) and 5.3(a) 5.17 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date. (c) Verizon and Spinco shall have delivered to the Company a certificate, dated as of the Effective Time, of a senior officer of each of Verizon and Spinco certifying the satisfaction of the conditions set forth in subsection subsections (a) and (b) of this Section 8.3. (d) Spinco and Verizon (or a Subsidiary thereof) shall have entered into the applicable Transaction Agreements, and to the extent timely, performed them in all material respects, and each such agreement shall be in full force and effect.. Table of Contents (e) Except as disclosed in the Spinco Disclosure Letter or as expressly contemplated by the Transaction Agreements, since the Interim Balance Sheet DateDecember 31, 2008, there shall have been no state of facts, change, development, event, occurrenceeffect, development condition or state of circumstances or facts occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Spinco or the Spinco Business. (f) The Company shall have received the consent of lenders under the Company Credit Agreement holding at least 51% of the aggregate outstanding term loans and revolving commitments thereunder to effect the Merger; provided, that this condition shall be deemed satisfied upon consummation of the New Financing or the Alternative Financing.