Common use of CONDITIONS OF THE MERGER Clause in Contracts

CONDITIONS OF THE MERGER. The obligations of Forian and Helix to complete the merger depend on a number of conditions being satisfied or waived. These conditions include: • Helix stockholders’ approval of the merger agreement; • The effectiveness of the registration statement filed on Form S-4 of which this proxy statement/prospectus is a part and no stop order suspending the effectiveness thereof will have been issued and no proceedings for that purpose will have been initiated or threatened by the SEC; • Forian will have received all state securities or ‘‘blue sky’’ permits and other authorizations necessary to issue the Forian common stock in the merger; • The shares of Forian to be issued to the holders of Helix common stock upon consummation of the merger will have been authorized for listing on the Nasdaq Capital Market, subject to official notice of issuance; • the acquisition by Forian of all of the equity interests of Medical Outcomes Research Analytics, LLC, or ‘‘MOR’’ and completion of a private offering by MOR of securities resulting in net proceeds to MOR of at least $11,000,000; • No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the merger or any of the other transactions contemplated by the merger agreement will be in effect; • Approval of the merger by the necessary federal and state regulatory authorities and such approvals will remain in full force and effect, all statutory notice and waiting periods in respect thereof will have expired, and no such regulatory approval will have resulted in the imposition of any materially burdensome regulatory condition; • The accuracy of the other party’s representations and warranties as of the effective time of the merger subject to the material adverse effect standard in the merger agreement; • The performance in all material respects of all obligations contained in the merger agreement required to be performed at or before the effective time of the merger; • Since October 16, 2020, there will not have been any change, state of facts, event, development or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on either party; • repayment or conversion of certain indebtedness of Helix; • conversion of all Helix preferred stock to Helix common stock; • divestiture by Helix of its security guarding business; and • holders of no more than five percent (5%) of the outstanding shares of Helix common stock (calculated on an as-converted basis) not exercising, or remaining entitled to exercise, statutory rights to appraisal or dissenters rights pursuant to the DGCL with respect to such shares of Helix common stock. We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

CONDITIONS OF THE MERGER. Section 7.1 Conditions to the Obligations of Each Party. The respective obligations of Forian and Helix each Party to complete consummate the merger depend Merger are subject to the satisfaction on a number of conditions being satisfied or waived. These conditions include: • Helix stockholders’ approval prior to the Effective Time of the merger agreementfollowing conditions, any or all of which may be waived, in whole or in part, by each Party to the extent permitted by applicable Law: (a) The Separation shall have been consummated in accordance with the Separation Agreement; (b) The Company Stockholder Approval shall have been obtained, be in full force and effect and a period of at least 20 calendar days shall have elapsed from the date the Information Statement/Prospectus was first mailed to the Company Stockholders; • The effectiveness provided that if the Company Stockholder Approval is not obtained by written consent pursuant to Section 228 of the registration statement filed on Form S-4 DGCL, the Company Stockholder Approval shall have been obtained by the affirmative vote of at least a majority of the outstanding Company Common Stock at the Company Stockholder Meeting; (c) All consents, approvals and authorizations of any Governmental Authority required for the consummation of the Transactions (other than under the HSR Act or the Communications Act) shall have been obtained and shall be in full force and effect at the Effective Time, except those consents the failure of which this proxy statement/prospectus is to obtain would not, individually or in the aggregate, reasonably be expected to have a part Business Material Adverse Effect or a Company Material Adverse Effect; (d) All consents or approvals of each Person required for the consummation of the Transactions under any Contract to which TWDC or Company or their respective Subsidiaries shall be a party, or by which their respective properties and assets are bound, shall have been obtained (in each case without the payment or imposition of any material costs or obligations) and shall be in full force and effect at the Effective Time, except (i) where the failure to so obtain such consents and approvals would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect or a Company Material Adverse Effect or (ii) to the extent that reasonably acceptable alternative arrangements, including arrangements with respect to Delayed Transfer Assets pursuant to the Separation Agreement, relating to the failure to obtain any such consent or approval are otherwise provided for; (e) Any applicable waiting period under the HSR Act relating to the Transactions shall have expired or been terminated; (i) The Registration Statement shall have been declared effective in accordance with the Securities Act and the Exchange Act and shall not be the subject of any stop order or Actions seeking a stop order and no stop order suspending similar Action in respect of the effectiveness thereof will have been issued and no proceedings for that purpose will Information Statement/Prospectus shall have been initiated or threatened by the SEC; • Forian will have received all state securities SEC and not concluded or ‘‘blue sky’’ permits withdrawn, and other authorizations necessary to issue (ii) the Forian common stock in the merger; • The shares of Forian Spinco Common Stock to be issued in the Distribution and the Merger and such other shares to be reserved for issuance in connection with the holders of Helix common stock upon consummation of the merger will Transactions shall have been authorized approved for listing on the Nasdaq Capital MarketNYSE, subject to official notice of issuance; • the acquisition by Forian of all of the equity interests of Medical Outcomes Research Analytics, LLC, or ‘‘MOR’’ and completion of a private offering by MOR of securities resulting in net proceeds to MOR of at least $11,000,000; • ; (g) No order, injunction or decree Order issued by any court or agency Governmental Authority of competent jurisdiction (other than the FCC) or other legal restraint impediment preventing or prohibition preventing making illegal the consummation of the merger or any of the other transactions contemplated by the merger agreement will Transactions shall be in effect; • Approval of provided, however, that the merger by Parties shall use their reasonable efforts to have any such Order (other than the necessary federal FCC) vacated; and (h) The FCC Consent shall have been issued and state regulatory authorities and such approvals will remain shall be in full force and effect, all statutory notice . Section 7.2 Additional Conditions to the Obligations of TWDC and waiting periods in respect thereof will have expired, Spinco. The obligations of TWDC and no such regulatory approval will have resulted in Spinco to consummate the imposition of any materially burdensome regulatory condition; • The accuracy Merger are subject to the satisfaction at or prior to the Effective Time of the other party’s following conditions, any or all of which may be waived, in whole or in part, by TWDC to the extent permitted by applicable Law: (a) The representations and warranties of Company and Merger Sub contained in this Agreement (disregarding all materiality or Company Material Adverse Effect qualifications or exceptions) shall be true and correct in all respects in each case as of the effective time Effective Time as if made as of the merger subject Effective Time (except to the material adverse effect standard in extent such representations and warranties address matters as of a particular date, which shall be true and correct as of the merger agreement; • The performance in all material respects of all obligations contained in specified date), except where the merger agreement required failure to be performed at or before the effective time of the merger; • Since October 16, 2020, there will not have been any change, state of facts, event, development or effect that has had, or true and correct would reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and (ii) Company and Merger Sub shall have performed in all material adverse respects their respective covenants and agreements contained in this Agreement required to be performed at or prior to the Effective Time; (b) Company shall have delivered to TWDC a certificate, dated as of the Effective Time, of the Chief Executive Officer and Chief Financial Officer of Company (on Company's behalf and without any personal liability) certifying the satisfaction by Company and Merger Sub of the conditions set forth in Section 7.2(a) hereof; (c) TWDC and Spinco shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, in form and substance reasonably satisfactory to TWDC and Spinco and dated as of the Closing Date, (i) to the effect on either party; • repayment or conversion that the Merger will constitute a "reorganization" for federal income tax purposes within the meaning of certain indebtedness of Helix; • conversion of all Helix preferred stock to Helix common stock; • divestiture by Helix of its security guarding business; and • holders of no more than five percent (5%Section 368(a) of the outstanding shares Code and (ii) addressing such federal income tax matters as TWDC and Spinco may request regarding the Separation to the extent such matters are not addressed in the IRS Rulings (the "TWDC Tax Opinion"). In rendering such TWDC Tax Opinion, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP may require and rely upon customary representations contained in certificates of Helix common stock officers of TWDC, Company, Spinco and others; (calculated on an as-converted basisd) not exercising, Company shall have entered into and delivered to TWDC the Ancillary Agreements to which it or remaining entitled any of its Subsidiaries is a party; (e) TWDC shall have received the IRS Rulings in form and substance satisfactory to exercise, statutory rights to appraisal or dissenters rights TWDC (taking into account any changes pursuant to Section 6.8(d) hereof); (f) Prior to the DGCL with respect Distribution, Spinco shall have incurred Spinco Debt in the amount and on the terms and conditions set forth in the Spinco Debt Commitment Letter; (g) Prior to the Closing Date, each of the Stockholder Arrangements shall have been terminated and be of no further force and effect to the extent set forth on Section 1.1 (Stockholder Arrangements) of the Company Disclosure Schedules. Section 7.3 Additional Conditions to the Obligations of Company and Merger Sub. The obligations of Company and Merger Sub to consummate the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, by Company to the extent permitted by applicable Law: (i) The representations and warranties of TWDC relating to TWDC and Spinco contained in this Agreement (disregarding all materiality or Business Material Adverse Effect qualifications or exceptions) shall be true and correct in all, in each case as of the Effective Time as if made as of the Effective Time (except to the extent such shares representations and warranties address matters as of Helix common stock. We cannot a particular date, which shall be certain whentrue and correct as of the specified date), except where the failure to be true and correct would not, individually or ifin the aggregate, reasonably be expected to have a Business Material Adverse Effect and (ii) TWDC and Spinco shall have performed in all material respects their respective covenants and agreements contained in this Agreement required to be performed at or prior to the Effective Time; (b) TWDC shall have delivered to Company a certificate, dated as of the Effective Time, of the Senior Executive Vice President and Chief Financial Officer of TWDC (on TWDC's behalf and without any personal liability) certifying the satisfaction by TWDC of the conditions set forth in the foregoing clause (a); (c) Spinco shall have delivered to Company a certificate, dated as of the Effective Time, of the Vice President of Spinco (on Spinco's behalf and without any personal liability) certifying the satisfaction by Spinco of the conditions set forth in the foregoing clause (a); (d) Company shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, in form and substance reasonably satisfactory to Company and dated as of the Closing Date, to the merger will be satisfied or waived, or effect that the merger Merger will be completed.constitute a reorganization for federal income tax purposes within the meaning of Section 368(a) of the Code (the "Company Tax Opinion"). In rendering such Company Tax Opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP may require and rely upon customary representations contained in certificates of officers of TWDC, Company, Spinco and others; (e) The applicable TWDC Entities and Spinco shall have entered into the applicable Ancillary Agreements; and (f) Spinco shall have furnished to Company a certification in accordance with Treasury Regulations Section 1.1445-2(c) certifying that stock in Spinco is not a real property interest because Spinco is not and has not been a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, substantially in the form attached hereto as Exhibit C.