Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied: (a) each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof shall have been fulfilled or waived by the party for whose benefit such condition exists (other than those conditions that by their nature can only be satisfied at such closing of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI shall have confirmed to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution; (b) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto, as applicable; (c) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (d) the Form 10 filed with the SEC shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and the information statement shall have been mailed to holders of Pinnacle Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (f) all actions and filings with respect to the OpCo Common Stock necessary under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (h) the OpCo Common Stock to be delivered in the Distribution shall have been accepted for listing on a National Securities Exchange, subject to compliance with applicable listing requirements; and (i) no injunction by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been ...

Conditions Precedent to Distribution. Axcelis Technologies acknowledges and agrees that, notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement, Eaton is not obligated in any respect to proceed with or consummate the Distribution and that Eaton may, in its sole discretion, at any time abandon its plan to proceed with or consummate the Distribution. Without limiting the foregoing, the following are certain conditions that must take place prior to the consummation of the Distribution: (a) IRS Ruling. Eaton shall have obtained a private letter ruling from the Internal Revenue Service in form and substance satisfactory to Eaton (in its sole discretion), and such ruling shall remain in effect as of the date of the consummation of the Distribution (the "Distribution Date"), to the effect that (i) the transfer by Eaton and its Subsidiaries to the Axcelis Technologies Group of the property, subject to liabilities, held by Eaton of the Axcelis Technologies Business, and Axcelis Technologies' assumption of the liabilities held by Eaton and its Subsidiaries related to the Axcelis Technologies Business, followed by the distribution by Eaton of all of its Axcelis Technologies common stock to stockholders of Eaton, will qualify as a reorganization under Sections 368(a)(1)(D) and 355 of the Code; (ii) no gain or loss will be recognized by Eaton on its transfer of property of the Axcelis Technologies Business to Axcelis Technologies; (iii) no gain or loss will be recognized by Axcelis Technologies on its receipt of property of the Axcelis Technologies Business from Eaton; and (iv) no gain or loss will be recognized by (and no amount will otherwise be included in the income of) stockholders of Eaton upon their receipt of Axcelis Technologies common stock pursuant to the Distribution;

Conditions Precedent to Distribution. The following are conditions that must take place prior to the consummation of the Distribution. The conditions are for the sole benefit of 3Com and shall not give rise to or create any duty on the part of 3Com or the 3Com Board of Directors to waive or not waive any such condition. (a) IRS Ruling. 3Com shall have obtained a private letter ruling from the Internal Revenue Service in form and substance satisfactory to 3Com (in its sole discretion), and such ruling shall remain in effect as of the Distribution Date, to the effect that (i) the transfer by the 3Com Group to the Palm Group of the property, subject to liabilities, held by 3Com of the Palm Business, and Palm's assumption of liabilities held by 3Com related to the Palm Business, followed by the distribution by 3Com of all of its Palm stock to the stockholders of 3Com, will qualify as a reorganization under Sections 368(a)(1)(D) and 355 of the Code; (ii) no gain or loss will be recognized by 3Com on its transfer of property of the Palm Business to Palm; (iii) no gain or loss will be recognized by Palm on its receipt of property of the Palm Business from 3Com; and (iv) no gain or loss will be recognized by (and no amount will otherwise be included in the income of) the stockholders of 3Com upon their receipt of Palm common stock pursuant to the Distribution.

Conditions Precedent to Distribution. The following are conditions that must take place prior to the consummation of the Distribution. The conditions are for the sole benefit of MRV and shall not give rise to or create any duty on the part of MRV or the MRV Board of Directors to waive or not waive any such condition. (a) IRS Ruling. MRV shall have obtained a private letter ruling from the Internal Revenue Service in form and substance satisfactory to MRV (in its sole discretion), and such ruling shall remain in effect as of the Distribution Date, to the effect that (i) the transfer by the MRV Group to the Luminent Group of the property, subject to liabilities, held by MRV of the Luminent Business, and Luminent's assumption of liabilities held by MRV related to the Luminent Business, followed by the distribution by MRV of all of its Luminent stock to the stockholders of MRV, will qualify as a reorganization under Sections 368(a)(1)(D) and 355 of the Code; (ii) no gain or loss will be recognized by MRV on its transfer of property of the Luminent Business to Luminent; (iii) no gain or loss will be recognized by Luminent on its receipt of property of the Luminent Business from MRV; and (iv) no gain or loss will be recognized by (and no amount will otherwise be included in the income of) the stockholders of MRV upon their receipt of Luminent common stock pursuant to the Distribution.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by Cardinal Health, in whole or in part, in its sole discretion): (a) the CareFusion Cash Distribution contemplated by Section 3.1(b) shall have been paid to Cardinal Health; (b) the Reorganization shall have been completed in accordance with the Plan of Reorganization; (c) Cardinal Health shall have received (i) a private letter ruling from the IRS (which shall not have been revoked or modified in any material respect) in form and substance satisfactory to Cardinal Health, to the effect that, among other things, (A) certain steps of the Reorganization and the Distribution, taken together, qualify as a transaction (x) that is described in Sections 355(a) and 368(a)(1)(D) of the Code, (y) in which the CareFusion Common Stock distributed is “qualified property” under Section 361(c) of the Code and (z) in which the holders of Cardinal Health Common Shares recognize no income or gain for U.S. federal income tax purposes under Section 355 of the Code (except to the extent of any cash received in lieu of fractional shares of CareFusion Common Stock), (B) the CareFusion Cash Distribution qualifies as money transferred to Cardinal Health creditors under Section 361(b) of the Code and (C) steps [•] of the Plan of Reorganization qualify as transactions that are described in Sections 355(a) and 368(a)(1)(D) of the Code, (ii) an opinion of Weil, Gotshal & Xxxxxx LLP, to the effect that the contribution by Cardinal Health of certain CareFusion Assets to CareFusion and the Distribution will qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code, and (iii) an opinion of Wachtell, Lipton, Xxxxx & Xxxx, to the effect that the contribution by Cardinal Health of certain CareFusion Assets to CareFusion and the Distribution will qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code; (d) the Form 10 shall have been filed with the SEC and declared effective by the SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and the Information Statement shall have been mailed to holders of Cardinal Health Common Shares as of the Record Date; (e) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regula...

Conditions Precedent to Distribution. 4 2.5 Fractional................................................................ 4

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