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 is further subject to the satisfaction (or waiver by the Company) of the following conditions: (i) Parent and Merger Sub 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 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 as 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, dated as of the Closing Date and signed by their respective president or chief executive officer, certifying (on behalf of Parent and Merger Sub, respectively) that the conditions set forth in Section 2.2(c)(i) through Section 2.2(c)(iii) have been satisfied.

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 waiver by prior to the Company) Effective Time of each of the following conditions, any of which may be waived by the Company: (ia) Parent 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 in all material respects all obligations and or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing. (ii) Other than Closing Date, and 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 as 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 a certificate signed on behalf of TCM by the Chief Executive Officer and Merger Sub 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 certificatelegal opinion of Xxxxxxxx Xxxxxxx LLP, dated as of the Closing Date Date, and signed by their respective president or chief executive officersubject to the customary assumptions and qualifications, certifying (on behalf of Parent and Merger Sub, respectively) to the effect that the conditions set forth 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 Section 2.2(c)(i) through Section 2.2(c)(iii) 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 satisfiedwithdrawn; (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 Xxxx 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 is further also subject to the satisfaction (or waiver by the Company) of the following conditions: (ia) Parent and Merger Sub 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 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 Wavetech set forth in Article 4 2 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 as 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 Effective Time as if made at and as of such time (except the Effective Time, and Wavetech shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by it hereunder at or prior to the extent Effective Time. A representation or warranty that any such representation and warranty is expressly speaks subject to a materiality limitation shall not be subject to a further materiality limitation as a result of an earlier date, the use of the phrase "in all material respects" in the preceding sentence; (b) Wavetech shall have furnished to the Company a certificate in which case such representation and warranty will be true and correct in all respects as of such earlier date). (iv) The Company Wavetech shall have received from Parent and Merger Sub a certificate, dated as of the Closing Date and signed by their respective president or chief executive officer, certifying (on behalf of Parent and Merger Sub, respectively) certify that Wavetech has no reason to believe that the conditions set forth in Section 2.2(c)(i) through Section 2.2(c)(iii6.2(a) have not been satisfiedfulfilled; (c) Wavetech shall have furnished to the Company (i) a copy of the text of the resolutions by which the corporate action on the part of Wavetech necessary to approve this Agreement and the Merger were taken, (iii) certificates executed on behalf of Wavetech by its respective corporate secretary or assistant corporate secretary certifying to the Company, in each case, that such 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 Wavetech by its respective corporate secretary or assistant corporate secretary certifying, in each case, the signature and office of each officer executing this Agreement or any other agreement, certificate or other instrument executed pursuant hereto; (d) the Company shall have received a letter addressed to the Company from Squire, Sanders & Dempsey L.L.P., based on customary reliance and subject to cuxxxxxxx quxxxxxxxtions, to the effect that: (i) Wavetech is a corporation validly existing and in good standing under the laws of the State of Nevada. (ii) Wavetech has the corporate power to consummate the transactions on its part contemplated by this Agreement. Wavetech has duly taken all requisite corporate action to authorize this Agreement; and this Agreement has been duly executed and delivered by Wavetech and constitutes the valid and binding obligation of Wavetech. (iii) The authorized capital of Wavetech consists of 50,000,000 shares of capital stock, designated "Common Stock," having a par value of $0.001 per share, of which the number of shares indicated in such letter are outstanding, all of which were duly and validly issued and are fully paid and non-assessable, and 10,000,000 shares of capital stock, designated "Preferred Stock," having a par value of $.001 per share, of which the number of shares indicated in such letter are outstanding, all of which were duly and validly issued and are fully paid and non-assessable. (iv) Each of the Subsidiaries is a corporation validly existing and in good standing under the laws of its jurisdiction of incorporation. (v) Each of the Subsidiaries is a corporation validly existing and in good standing under the laws of its jurisdiction of incorporation. (vi) No actions are required to be taken in order to make the Merger effective which have not been taken on or prior to the delivery of such letter except the delivery of the articles of merger contemplated in Section 1.3 to the Secretary of State of the State of Nevada in accordance with Nevada Law; and (e) a letter from a qualified investment banking or financial advisory firm confirming the fairness to the Company's shareholders from a financial point of view of the consideration to be paid in the Merger (the form of which letter shall have been received by the Company for inclusion in the Joint Prospectus/Proxy Statement prior to the filing of the Joint Prospectus/Proxy Statement with the SEC) shall have been delivered to the Company's Board of Directors prior to the Mailing Date and shall not have been subsequently withdrawn or amended;

Additional Conditions to Obligation of the Company. The obligation of the Company to effect the Merger is further also subject to the satisfaction (or waiver by the Company) of the following conditions: (ia) Parent and Merger Sub 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 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 the Merger Sub set forth in Article 4 2 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 as 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 Effective Time as if made at and as of such time (except to the extent that any such representation Effective Time, 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, dated as of the Closing Date and signed by their respective president or chief executive officer, certifying (on behalf each of Parent and the Merger Sub, respectivelySub shall in all material respects have performed each obligation and 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 is expressly subject to a materiality limitation shall not be subject to a further materiality limitation as a result of the use of the phrase "in all material respects" in the preceding sentence; (b) Parent shall have furnished to the Company a certificate in which Parent shall certify that Parent has no reason to believe that the conditions set forth in Section 2.2(c)(i) through Section 2.2(c)(iii6.2(a) have not been satisfiedfulfilled; (c) Parent shall have furnished to the Company (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 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 secretaries or one of their respective assistant corporate secretaries certifying, in each case, the signature and office of each officer executing this Agreement or any other agreement, certificate or other instrument executed pursuant hereto; (d) the Company shall have received a letter addressed to the Company from Squire, Sanders & Dempsey L.L.P. based xx xxxtomxxx xxliance and subject to customary qualifications, to the effect that: (i) Each of Parent and the Merger Sub is a corporation validly existing and in good standing under the laws of the 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 discovered any fact or circumstance existing as of the date 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 the aggregate with other such facts and circumstances, materially adverse to Parent and its subsidiaries taken as a whole, or to the value of the shares of Parent Class A Common Stock. (f) The holders of all of the shares of convertible preferred stock of the Company shall have agreed to convert such stock into Company Common Stock and to waive any unpaid dividends effective at or prior to the Effective Time.

Additional Conditions to Obligation of the Company. The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company) of the following conditions: (i) Parent and Merger Sub 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 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 as 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, dated as of the Closing Date and signed by their respective president or chief executive officerofficers, certifying (on behalf of Parent and Merger Sub, respectively) that the conditions set forth in Section 2.2(c)(i) through Section 2.2(c)(iii) have been satisfied.

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 waiver by prior to the Company) Effective Time of each of the following conditions, any of which may be waived by the Company: (ia) Parent 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 in all material respects all obligations and or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing. (ii) Other than Closing Date, and 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 as 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 a certificate signed on behalf of TCM by the Chief Executive Officer and Merger Sub 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 certificatelegal opinion of Troutman Sanders LLP, dated as of the Closing Date Date, and signed by their respective president or chief executive officersubject to thx xxxxxxaxx xxxxmptions and qualifications, certifying (on behalf of Parent and Merger Sub, respectively) to the effect that the conditions set forth 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 Section 2.2(c)(i) through Section 2.2(c)(iii) 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 satisfiedwithdrawn; (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 Agreexxxx; 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 is further subject to the satisfaction (or waiver by the Company) of the following conditions: (i) Parent and Merger Sub 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 prior to the Closing. (ii) Other than the representations and warranties listed in clause clauses (iii) of this Section 2.2(c), the representations and warranties of Parent and Merger Sub set forth in Article 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 as 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 havenot, individually or in the aggregate, have 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 4.11 and Section 4.13, 4.12 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, dated as of the Closing Date and signed by their respective president or chief executive officera duly authorized officer of Parent and Merger Sub, certifying (on behalf of Parent and Merger Sub, respectively) that the conditions set forth in Section 2.2(c)(i) through Section 2.2(c)(iii) have been satisfied.

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 waiver by prior to the Company) Effective Time of each of the following conditions, any of which may be waived by the Company: (ia) Parent 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 in all material respects all obligations and or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing. (ii) Other than Closing Date, and 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 as 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 a certificate signed on behalf of TCM by the Chief Executive Officer and Merger Sub 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 certificatelegal opinion of Txxxxxxx Sxxxxxx LLP, dated as of the Closing Date Date, and signed by their respective president or chief executive officersubject to the customary assumptions and qualifications, certifying (on behalf of Parent and Merger Sub, respectively) to the effect that the conditions set forth 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 Section 2.2(c)(i) through Section 2.2(c)(iii) 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 satisfiedwithdrawn; (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 Gxxx 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 is further also subject to the satisfaction (at or waiver by prior to the Company) Effective Time of each of the following conditions, any of which may be waived by the Company: (ia) Parent The representations and warranties of 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 respects as of the date of this Agreement and on and as of the Effective Time (or, to the extent such representations and warranties speak as of an earlier date, as of such earlier date), except for such failures to be true and correct which in the aggregate would not reasonably be expected to have an Alcatel Material Adverse Effect. The Company shall have received a certificate signed on behalf of Alcatel by an executive officer of 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 of Alcatel and Merger Sub shall have performed in all material respects all obligations and or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing.Effective Time, and the Company shall have received a certificate signed on behalf of Alcatel by an executive officer of Alcatel to such effect; (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 as 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). (ivc) The Company shall have received from Parent and Merger Sub a certificateProskauer Rose LLP, dated as of the Closing Date and signed by their respective president or chief executive officer, certifying (on behalf of Parent counsel to Alcatel and Merger Sub, respectivelyan opinion in a form reasonably agreed by the parties; (d) that No Alcatel Material Adverse Effect shall have occurred between the conditions set forth in Section 2.2(c)(i) through Section 2.2(c)(iii) have been satisfieddate hereof and the Effective Time.

Additional Conditions to Obligation of the Company. The obligation obligations of the Company to effect consummate the Merger is further transactions contemplated by this Agreement shall be subject to the satisfaction (fulfillment at or waiver by prior to the Company) Closing of each of the following conditions: (ia) Parent and Merger Sub 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 prior to the Closing. (ii) Other than the representations and warranties listed in clause (iii) Each of this Section 2.2(c), the representations and warranties of Parent Purchaser and Merger Sub set forth in Article 4 this Agreement that is qualified by materiality 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 as if made at Date 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 each of such representations and warranties to be that is not 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 shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such time (except to the extent that such representation and warranty expressly speaks as of an earlier dateClosing Date, in which each case such representation except as contemplated by this Agreement, and warranty will be true and correct Purchaser shall have duly performed or complied with, 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 respects, all respects (without disregarding such Parent Material Adverse Effect or other materiality qualifications) as of the Closing as if made covenants, obligations and conditions to be performed or complied with by each of them under the terms of this Agreement on or prior to or 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)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, to the effect that the conditions specified in Section 8.2(a) have been satisfied; (ii) 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 from Parent and Merger Sub a certificate, dated as evidence satisfactory to it that the Agent has received irrevocable deposit of the Closing Date and signed by their respective president or chief executive officer, certifying (on behalf of Parent and Merger Sub, respectively) that the conditions set forth in Section 2.2(c)(i) through Section 2.2(c)(iii) have been satisfiedConsideration at Closing.

Additional Conditions to Obligation of the Company. The obligation of the Company to effect the Merger is further also subject to the satisfaction (or waiver by the Company) of the following conditions: (ia) Parent and Merger Sub 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 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 the Merger Sub set forth in Article 4 2 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 as 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 Effective Time as if made at and as of such time (except the Effective Time, and Parent and the Merger Sub shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by it hereunder at or prior to the extent Effective Time. A representation or warranty that any such representation and warranty is expressly speaks subject to a materiality limitation shall not be subject to a further materiality limitation as a result of an earlier date, the use of the phrase "in all material respects" in the preceding sentence; (b) Parent shall have furnished to the Company a certificate in which case such representation and warranty will be true and correct in all respects as of such earlier date). (iv) The Company Parent shall have received from certify that Parent and Merger Sub a certificate, dated as of the Closing Date and signed by their respective president or chief executive officer, certifying (on behalf of Parent and Merger Sub, respectively) has no reason to believe that the conditions set forth in Section 2.2(c)(i) through Section 2.2(c)(iii6.2(a) have not been satisfiedfulfilled; (c) Parent shall have furnished to the Company (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 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 secretaries or one of their respective assistant corporate secretaries certifying, in each case, the signature and office of each officer executing this Agreement or any other agreement, certificate or other instrument executed pursuant hereto; (d) The Company shall not have discovered any fact or circumstance existing as of the date 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 the aggregate with other such facts and circumstances, materially adverse to Parent and its subsidiaries taken as a whole, or to the value of the shares of Parent Common Stock.

Additional Conditions to Obligation of the Company. The obligation of the Company to effect the Merger is further also subject to the satisfaction (or waiver by the Company) of the following conditions: (ia) Parent and Merger Sub 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 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 the Merger Sub set forth in Article 4 2 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 as 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 Effective Time as if made at and as of such time (except to the extent that any such representation Effective Time, 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, dated as of the Closing Date and signed by their respective president or chief executive officer, certifying (on behalf each of Parent and the Merger Sub, respectivelySub shall in all material respects have performed each obligation and 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 is expressly subject to a materiality limitation shall not be subject to a further materiality limitation as a result of the use of the phrase "in all material respects" in the preceding sentence; (b) Parent shall have furnished to the Company a certificate in which Parent shall certify that Parent has no reason to believe that the conditions set forth in Section 2.2(c)(i) through Section 2.2(c)(iii6.2(a) have not been satisfiedfulfilled; (c) Parent shall have furnished to the Company (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 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 secretaries or one of their respective assistant corporate secretaries certifying, in each case, the signature and office of each officer executing this Agreement or any other agreement, certificate or other instrument executed pursuant hereto; (d) the Company shall have received a letter addressed to the Company from Squire, Sanders & Dempsey L.L.P. based xx xxxtomxxx xxliance and subject to customary qualifications, to the effect that: (i) Each of Parent and the Merger Sub is a corporation validly existing with the corporate authority to own, pledge, mortgage and operate its properties, to lease any properties it operates under lease, to conduct its business as it is presently conducted and in good standing under the laws of the 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. (iv) No actions are required to be taken in order to make the Merger effective which have not been taken on or prior to the delivery of such letter except the delivery of the articles of merger contemplated in Section 1.3 to the Secretary of State of the States of California and Delaware in accordance with California Law and Delaware Law, respectively. (v) Neither the execution and delivery by either Parent or the Merger Sub of this Agreement, nor the consummation by either Parent or the Merger Sub of the transactions contemplated hereby (a) violates or contravenes any of the organizational documents of either Parent or Merger Sub; (b) violates or contravenes any applicable law; (c) to counsel's knowledge, violates or contravenes any order, writ, injunction or decree of any court or governmental instrumentality; (d) results in the breach of, or constitutes a default under, or requires any consent under, any Material Contract; (e) results in the creation or imposition of any lien, mortgage, security interest, charge or encumbrance under any Material Contract; or (f) except to the extent already obtained, requires the consent or approval of, or any filing or registration with, the shareholders of Parent or Merger Sub or any Governmental Authority. (vi) There are no judgments, orders, injunctions, or other restraints issued or filed against either Parent or the Merger Sub, nor is there any pending or, to the counsel's knowledge, threatened litigation, arbitration proceeding or governmental or administrative proceedings against or involving either of Parent or the Merger Sub. (vii) Neither Parent or the Merger Sub is an "investment company" registered or required to be registered under the Investment Company Act of 1940, as amended (the "1940 Act") nor is either of Parent or the Merger Sub "controlled" by such a company, within the meaning of the 1940 Act. (viii) Neither Parent or the Merger Sub is a "holding company" or a "subsidiary company" of a "holding company" or an "affiliate" of a "holding company" within the meaning of The Public Utility Holding Company Act of 1935, as amended; (e) the Company shall not have discovered any fact or circumstance existing as of the date 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 the aggregate with other such facts and circumstances, materially adverse to Parent and its subsidiaries taken as a whole, or to the value of the shares of Parent Class A Common Stock.

Additional Conditions to Obligation of the Company. The obligation of the Company to effect the Merger is further also subject to the satisfaction (fulfillment at or waiver by prior to the Company) Effective Time of the following conditions: (ia) Parent and Merger Sub 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 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 WiFiMed and the Merger Sub set forth in Article 4 II that are qualified by materiality 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 as 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 WiFiMed and the 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 so qualified by Parent Material Adverse Effect or other materiality qualifications will shall be true and correct in all material respects at on and as of the Closing Effective Time with the same force and effect as if made at on and as of such time (except to the extent that such representation Effective Time, and warranty expressly speaks as each of an earlier date, in which case such representation WiFiMed and warranty will be true and correct the Merger Sub shall in all material respects as of such earlier date); have performed each obligation and (B) are qualified agreement and complied with each covenant to be performed and complied with by Parent Material Adverse Effect it hereunder at 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 prior to the extent that any such representation and warranty expressly speaks as of an earlier date, Effective Time; (b) WiFiMed shall have furnished to the Company a certificate in which case such representation WiFiMed and warranty will be true and correct in all respects as of such earlier date). (iv) The Company shall have received from Parent and the Merger Sub a certificate, dated as of the Closing Date and signed by their respective president or chief executive officer, certifying (on behalf of Parent and shall certify that neither WiFiMed nor Merger Sub, respectively) Sub has any reason to believe that the conditions set forth in Section 2.2(c)(i) through Section 2.2(c)(iii8.2(a) have not been satisfiedfulfilled; (c) WiFiMed shall have furnished to the Company (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 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; (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 or (ii) executed an affidavit in a form acceptable to WiFiMed attesting to the loss or non-delivery of their Company shares. (e) WiFiMed shall have obtained each consent and approval necessary in order that the Merger and the 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 provisions of, any agreement, arrangement or understanding or any license, franchise or permit; (f) The agreements described in Section 6.1 or as individually negotiated shall have been executed. (g) All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance 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 is further subject to the satisfaction (or waiver by the Company) of the following conditions: (i) Parent and Merger Sub 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 prior to the Closing. (ii) Other than the representations and warranties listed in clause (iii) of this Section 2.2(c2.2(e), 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 as 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, dated as of the Closing Date and signed by their respective president or chief executive officer, certifying (on behalf of Parent and Merger Sub, respectively) that the conditions set forth in Section 2.2(c)(i) through Section 2.2(c)(iii) have been satisfied.