Common use of Absence of Certain Changes Clause in Contracts

Absence of Certain Changes. Since March 31, 2001 (the "Company Balance Sheet Date"), the Company has conducted its business in the ordinary course consistent with past practice and there has not occurred: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Company Material Adverse Effect; (ii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement).

Absence of Certain Changes. Since March 31September 30, 2001 (the "Company Balance Sheet Date")1997, the Company has and its Subsidiaries have conducted its their business in the ordinary course consistent with past practice Ordinary Course of Business and there has not occurred: been: (i) any changeevent, event occurrence or condition development of a state of facts which, to the Company's Knowledge, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, except, however, any event, occurrence or development related to, arising out of or resulting from this Agreement and the transactions and activities contemplated hereby; (ii) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company, or (other than (A) any retirement of, or issuance of Company Common Stock pursuant to the exercise of options to acquire shares of Company Common Stock granted to employees or directors, or (B) contemplated pursuant to this Agreement), any repurchase, redemption or other acquisition by the Company or any Subsidiary thereof of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any Subsidiary thereof; (iii) any amendment of any material term of any outstanding equity security of the Company or any Subsidiary thereof; (iv) any incurrence, assumption or guarantee by the Company or any Subsidiary thereof of any indebtedness for borrowed money, other than in the Ordinary Course of Business in amounts and on terms consistent with past practices; (v) any damage, destruction or other casualty loss (whether or not covered by insurance) that has resulted inaffecting the business or assets of the Company or any Subsidiary thereof which, individually or in the aggregate, could reasonably be expected to result in, have a Company Material Adverse Effect; ; (iivi) any acquisitionmaterial change in any method of accounting or accounting practice by the Company or any Subsidiary thereof which, sale individually or transfer in the aggregate, could reasonably be expected to have a Material Adverse Effect; (vii) any (A) grant of any material asset severance or termination pay to any director, officer or employee of the Company or any Subsidiary thereof, (B) entering into of its Subsidiaries any employment, deferred compensation or other than in the ordinary course similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of Subsidiary thereof, (C) increase in benefits payable under any of its existing severance or any of its Subsidiaries' assets; termination pay policies or employment agreements or (ivD) any declarationincrease in compensation, setting aside, or payment of a dividend bonus or other distribution with respect benefits payable to the shares directors, officers or employees of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination ofSubsidiary thereof; in each case, other than in the ordinary course Ordinary Course of business, Business; or (viii) any cancellation of any Permits or default by the Company or any of its Subsidiaries under, any material contract or agreement Contracts to which the Company or any of its Subsidiaries Subsidiary thereof is a party party, or by which it is bound (or, any written or oral notification to the Knowledge of the Company, by Company or any other Subsidiary thereof that any party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of such arrangement intends to cancel or not renew such arrangement beyond its directorsexpiration date as in effect on the date hereof, consultants which cancellation or employeesnotification, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are individually or in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31aggregate, 2001 could reasonably be expected to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)have a Material Adverse Effect.

Absence of Certain Changes. Since March Except for liabilities incurred in connection with this Agreement and except as expressly permitted or contemplated by this Agreement, since December 31, 2001 (the "Company Balance Sheet Date"), 2009 the Company has and its Subsidiaries have conducted its business their respective businesses only in the ordinary course consistent with past practice practice, and there the Company has not occurred: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, suffered a Company Material Adverse Effect; , and since December 31, 2009 there has not been (iii) any acquisitiondeclaration, sale setting aside or transfer payment of any material asset dividend or other distribution (whether in cash, stock or property) with respect to any capital stock of the Company or any of its Subsidiaries Subsidiaries, other than in the ordinary course any declaration setting aside or payment from a wholly owned Subsidiary of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or (ii) any direct or indirect redemptionpurchase, purchase redemption or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, shares of capital stock or any material amendment or termination of, other than in the ordinary course securities of business, or default by the Company or any of its Subsidiaries underor any options, warrants, calls or rights to acquire such shares or other securities (other than acquisitions of Shares in connection with the surrender of Shares by holders of Options, RSUs or Warrants in order to pay the exercise price thereof or the taxes thereon), (iii) any material contract split, combination or agreement to which reclassification of any capital stock of the Company or any of its Subsidiaries is a party or by which it is bound any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of their respective capital stock, (oriv) any damage, destruction or loss to the Knowledge any asset of the CompanyCompany or any of its Subsidiaries, whether or not covered by insurance, that would have a Company Material Adverse Effect, (v) any other party thereto); change in accounting methods, principles or practices by the Company materially affecting its assets, liabilities or businesses, except insofar as may have been required by a change in GAAP or (vi) any amendment or change except with respect to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification depreciation and amortization of the compensation or benefits payable, or to become payable, by assets of the Company to or any of its directorsSubsidiaries, consultants any material Tax election or employeeschange in such election, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are change in the ordinary course material method of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect accounting for Tax purposes or any changes, events, settlement or conditions or take compromise of any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)material income Tax liability.

Absence of Certain Changes. Since March December 31, 2001 (the "Company Balance Sheet Date")2006, the business of the Company and its Subsidiaries has been conducted its business in the ordinary course and usual course, consistent with past practice practice, and there has not occurred: been: (i1) any changeevent, event occurrence, development or condition (whether state of circumstances or not covered by insurance) that facts which has resulted in, had or could is reasonably be expected likely to result in, have a Company Material Adverse Effect; Effect on the Company and any of its Subsidiaries; (ii2) any acquisition, sale or transfer amendment of any material asset term of any outstanding security of the Company or any of its Subsidiaries other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by to the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; ’ certificate of incorporation or bylaws (ivor similar governing documents); (3) any declaration(A) incurrence, setting aside, assumption or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into guarantee by the Company or any of its Subsidiaries of any material contract or agreementindebtedness for borrowed money, or (B) assumption, guarantee, endorsement or otherwise by the Company of any material amendment or termination ofobligations of any other Person, in each case, other than in the ordinary and usual course of business consistent with past practices; (4) any creation or assumption by the Company or any of its Subsidiaries of any Lien on any material asset other than in the ordinary and usual course of business consistent with past practices, other than a Permitted Lien; (5) prior to or on the date hereof, any making of any loan by the Company and any of its Subsidiaries in excess of $100,000, or aggregate loans in excess of $250,000, advance or capital contributions to or investment in any Person, in each case, other than in the ordinary and usual course of business consistent with past practices; (6) any material change in any accounting policies or practices by the Company or any of its Subsidiaries except as required by GAAP; or (7) any (A) employment, deferred compensation, severance, retirement or other similar agreement entered into with any director, officer, consultant, partner or employee of the Company or any of its Subsidiaries (or any amendment to any such existing agreement), (B) grant or agree to grant any severance or termination pay to any director, officer, consultant, partner or employee of the Company or any of its Subsidiaries, or (C) change in compensation or other benefits payable to any director, officer, consultant, partner or employee of the Company or any of its Subsidiaries, except, in each case, in the ordinary course of business, or default as required by Contract or applicable law with respect to employees of the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)Subsidiaries.

Absence of Certain Changes. Since March Except as set forth in Section 6.8 of the -------------------------- ----------- Disclosure Letter or as disclosed in the Company Reports, during the period from December 31, 2001 (1999 to and including the "Company Balance Sheet Date")date of this Agreement, the Company has and its Subsidiaries have conducted its business their respective businesses in the ordinary course of such business consistent with past practice practices, and there has have not occurred: been (ia) any event, change, event occurrence or condition (whether or not covered by insurance) development of a state of fact that has resulted in, or could reasonably be expected to result inhave, individually or in the aggregate, a Company Material Adverse Effect; (iib) any acquisitiondeclaration, sale setting aside or transfer payment of any dividend or other distribution with respect to its capital stock; (c) any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (d) any material asset change in accounting principles, practices or methods; (e) any entry into any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries other than to, or forgiveness of any indebtedness owed to the Company by, their respective directors, officers or employees, except for regularly scheduled employee raises in the ordinary course of business and consistent with the Company's past practicepractices or raises or forgiveness of indebtedness that, in the case of executive officers, have been approved by the compensation committee of the Board of Directors prior to the date hereof in the ordinary course of business consistent with the committee's past practices; (iiif) any change increase in accounting methods the rate or practices terms (including including, without limitation, any change acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except, in depreciation or amortization policies or ratesthe case of employees, increases occurring in the ordinary course of business consistent with the Company's past practices; (g) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract amount of their assets, taken as a whole, including, without limitation, write-downs of inventory or agreement, or any material amendment or termination of, write-offs of accounts receivable other than in the ordinary course of businessbusiness consistent with past practices; (h) any material adverse change in the business relationship with any material customer, distributor or default by supplier of the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or BylawsSubsidiaries; or (viii) any increase in or modification action of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions type described in Sections 8.1 ------------ that had such action been taken after the preceding clauses (i) through (vii) and is not currently involved date of this Agreement would be in violation of any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)such Section.

Absence of Certain Changes. Since March Except as set forth in Section 4.06 of the Disclosure Letter, since May 31, 2001 2000, (the "Company Balance Sheet Date"), a) the Company has and its Subsidiaries have not suffered any Material Adverse Effect or any change, condition, event or development that could reasonably be expected to have a Material Adverse Effect, (b) the Company and its Subsidiaries have conducted its business their respective businesses only in the ordinary course consistent with past practice practice, except for the negotiation and execution and delivery of this Agreement and (c) there has not occurred: been (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Company Material Adverse Effect; (ii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, aside or payment of a any dividend or other distribution with in respect to the shares of the Company, Shares or any direct or indirect redemptionrepurchase, purchase redemption or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract outstanding shares of capital stock (except any obligation of the Company under the Stock Option Plans to accept Shares in connection with the exercise of Existing Stock Options, including in satisfaction of withholding tax obligations) or other securities in, or other ownership interests in, the Company or any of its Subsidiaries or any amendment (or agreement to amend) the terms of any such shares, securities or ownership interests), (ii) any entry into any employment, change in control, retention, incentive or deferred compensation or severance agreement, plan or arrangement with or for the benefit of, or any material amendment or termination of, other than increase in the ordinary course rate or modification in the terms (including any acceleration of business, the right to receive or default the timing of payment) of any compensation payable or to become payable by the Company or any of its Subsidiaries to, any of their respective directors, officers or employees, except base salary, guaranteed draw or hourly wage increases to employees who are not members of the executive committee of the Company or directors of the Company that have been granted in the ordinary course of business in accordance with its customary past practices, (iii) any increase in the rate of compensation or benefits payable or accruing under, or, modification of the terms (including any material contract acceleration of the right to receive payment) of, any existing Plan (as defined in Section 4.09) (except as disclosed in the Company SEC Reports) or agreement any adoption or implementation of any new Plan, in any such case, for or with any such directors, officers or employees, (iv) any action by the Company which, if taken after the date hereof, would constitute a breach of any of the clauses of Section 6.01 hereof, (v) any change by the Company in accounting methods, principles or practices except as required by changes in GAAP, (vi) any labor dispute or other employment related problem, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any Subsidiary, which employees were not then subject to a collective bargaining agreement, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees, (vii) any revaluation by the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directorstheir respective assets, consultants including write-downs of inventory or employees, of accounts receivable other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with past practice, (viii) any entry into any agreement, commitment or transaction by the Company's past practices. The Company has not agreed since March 31, 2001 which is material to effect the Company and its Subsidiaries taken as a whole or (ix) any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations commitment to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)foregoing.

Absence of Certain Changes. Since March 31, 2001 (From the "Company Balance Sheet Date")Date to the date of this Agreement, the business of the Company and its Subsidiaries has been conducted its business in the ordinary course consistent with past practice practices and there has not occurred: been: (ia) any changeevent, event occurrence or condition (whether or not covered by insurance) development that has resulted in, had or could would not reasonably be expected to result inhave, individually or in the aggregate, a Company Material Adverse Effect; ; (ii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (ivb) any declaration, setting aside, aside or payment of a any dividend or other distribution with respect to the any shares of capital stock of the Company, or any direct or indirect redemptionrepurchase, purchase redemption or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract outstanding shares of capital stock or agreementother securities of, or other ownership interests in, the Company or any of its Subsidiaries (other than ordinary course open market purchases); (c) any amendment of any material amendment term of any outstanding security of the Company or termination ofany of its Subsidiaries; (d) any incurrence, assumption or guarantee by the Company or any of its Subsidiaries of any indebtedness in excess of $5.0 million, individually or in the aggregate, other than (i) under the Credit Agreement in the ordinary course of business consistent with past practices to fund general corporate purposes, (ii) between the Company and its Subsidiaries or between two or more of the Company's Subsidiaries or (iii) trade payables in the ordinary course of business; (e) any creation or other incurrence by the Company or any of its Subsidiaries of any Lien on any asset that is material to the Company and its Subsidiaries, taken as a whole, other than in the ordinary course of businessbusiness consistent with past practices; (f) any making of any material loan, advance or default capital contribution to or investment in any Person other than loans, advances or capital contributions to or investments in its wholly-owned Subsidiaries or by its wholly-owned Subsidiaries to or in the Company or other Subsidiaries of the Company; (g) any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or assets of the Company or any of its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (h) any change in any method of accounting, method of tax accounting or accounting principles or practice by the Company or any of its Subsidiaries underSubsidiaries, except for any material contract such change required by reason of a concurrent change in GAAP, Regulation S-X under the 1934 Act or agreement to which other applicable law or regulation; or (i) any adoption or amendment in any respect of any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, pension, retirement, employment or other employee benefit agreement, trust, plan or other arrangement for the benefit or welfare of any director or executive officer of the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification any manner of the compensation or fringe benefits payable, of any director or to become payable, by executive officer of the Company to any of its directors, consultants or employees, (other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with past practices or as required by agreements as in effect on the Company's past practices. The Company has date hereof) or payment of any benefit not agreed since March 31, 2001 to effect required by any changes, events, existing agreement or conditions placement of any assets in any trust for the benefit of any director or take any executive officer of the actions described in the preceding clauses (i) through (vii) and is Company not currently involved in required by any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)existing agreement.

Absence of Certain Changes. Since March December 31, 2001 (the "Company Balance Sheet Date")1996, except -------------------------- as disclosed in the Company has SEC Documents filed with the Commission prior to the date of this Agreement or as specifically contemplated by this Agreement or as set forth in Section 3.9 of the Company Disclosure Schedule, (a) the Company and its Material Subsidiaries have conducted its business their respective businesses only in the ordinary course and in a manner consistent with past practice and (b) there has not occurred: been (i) any change, event event, occurrence or circumstance in the business, operations, properties, financial condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Company Material Adverse Effect; (ii) any acquisition, sale or transfer results of any material asset operations of the Company or any of its Subsidiaries other than subsidiaries which, individually or in the ordinary course aggregate, has had or is reasonably likely to have a Company Material Adverse Effect (except for changes, events, occurrences or circumstances (A) with respect to general economic or industry conditions or (B) arising as a result of business and consistent with past practice; the transactions contemplated hereby), (iiiii) any material change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company in its accounting methods, principles or any revaluation by the Company of any of its or any of its Subsidiaries' assets; practices, (iviii) any declaration, setting aside, aside or payment of a any dividend or other distribution with or capital return in respect to the shares of the Companyany capital stock of, or any direct or indirect redemptionother equity interest in, purchase or other acquisition by the Company of or any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; subsidiaries, (viv) any entering into material revaluation for financial statement purposes by the Company or any of its Subsidiaries subsidiaries of any material contract asset (including, without limitation, any writing down of the value of any property, investment or agreementasset or writing off of notes or accounts receivable), or any material amendment or termination of, (v) other than in the ordinary course payment of business, or default by compensation for services rendered to the Company or any of its Subsidiaries undersubsidiaries in the ordinary course of business consistent with past practice or the grant of Company Options as described in (and in amounts consistent with) Section 3.2 or any transactions described in Section 3.12 of the Company Disclosure Schedule, any material contract or agreement to which transactions between the Company or any of its Subsidiaries is a party subsidiaries, on the one hand, and any (A) officer or by which it is bound director of the Company or any of its subsidiaries, (or, to B) record or beneficial owner of five percent (5%) or more of the Knowledge voting securities of the Company, by or (C) affiliate of any such officer, director or beneficial owner, on the other party thereto); hand, or (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviewsthe terms of the plans, provided that any resulting modifications are programs or arrangements specifically referred to in Section 3.12 or in the ordinary course of business and consistent with past practice, any increase in or establishment of any bonus, insurance, welfare, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the Company's past practices. The Company has not agreed since March 31granting of stock options, 2001 to effect any changesstock appreciation rights, eventsperformance awards or restricted stock awards), stock purchase or other employee benefit plan, or conditions any other increase in the compensation payable or take to become payable to any employees, officers, directors or consultants of the Company or any of the actions described its subsidiaries, which increase or establishment, individually or in the preceding clauses (i) through (vii) and is not currently involved aggregate, will result in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)a material liability.

Absence of Certain Changes. Since March 31November 30, 2001 (1998, except as disclosed in Section 7.8 of the "Company Balance Sheet Date"), the Company has conducted its business in the ordinary course consistent with past practice and Disclosure Schedule there has not occurredbeen any: (i) any changechange in the assets, event or condition (whether or not covered by insurance) that has resulted inliabilities, sales, income, or could reasonably be expected to result in, a Company Material Adverse Effect; (ii) any acquisition, sale or transfer of any material asset business of the Company or any of in its Subsidiaries relationships with suppliers, customers, or lessors, other than changes that were both in the ordinary course of business and consistent with past practicehave not caused, either in any case or in the aggregate, a Material Adverse Effect on the Company; (iiiii) any change in accounting methods acquisition or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation disposition by the Company of any of its material asset or property; (iii) damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting, either in any case or in the aggregate, the business or any material property of its Subsidiaries' assetsthe Company; (iv) any declaration, setting aside, aside or payment of a any dividend or any other distribution with distributions in respect to of any shares of capital stock of the Company; (v) issuance of any shares of the Company, capital stock of the Company or any direct or indirect redemption, purchase purchase, or other acquisition by the Company of any such capital stock; (vi) loss of the services of any officer or key employee or consultant, or any increase in the compensation, pension, or other benefits payable or to become payable by the Company to any of its shares officers or key employees or consultants, or any bonus payments or arrangements made to or with any of capital stock other than the purchase of unvested shares upon employment or service terminationthem; (vvii) forgiveness or cancellation of any entering into debts or claims by the Company or any waivers of any rights; (viii) entry by the Company into any transaction with any of its Subsidiaries Affiliates; (ix) incurrence by the Company of any material contract obligations or agreementliabilities, whether absolute, accrued, contingent or any material amendment otherwise (including without limitation liabilities as guarantor or termination ofotherwise with respect to obligations of others), other than obligations and liabilities incurred in the ordinary course of business with persons other than Affiliates of the Company; (x) incurrence or imposition of any Lien on any of the assets, tangible or intangible, of the Company; or (xi) discharge or satisfaction by the Company of any Lien or payment by the Company of any obligation or liability (fixed or contingent) other than (A) current liabilities included in the November 30, 1998 Balance Sheet, (B) current liabilities to persons other than Affiliates of the Company incurred since November 30, 1998 in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound and (or, to the Knowledge of the Company, by any other party thereto); (viC) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase current liabilities incurred in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent connection with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by hereby and disclosed in Section 7.8 of the Synopsys Agreement)Disclosure Schedule.

Absence of Certain Changes. Since March 31the Financial Statements Date, 2001 (and at all times up to the "Company Balance Sheet Date")Closing, the Company has conducted its business in the ordinary course consistent with past practice and there has not occurred: (i) been, and, so far as reasonably can be foreseen at this time, there is not reasonably likely to be, any change, event or condition of any character which has materially adversely affected, or is likely to affect, the Company’s business operations, assets, condition (financial or otherwise), liabilities, earnings or prospects including but not limited to: (a) Any Material Adverse Event; (b) Any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company, other than the repurchase of unvested shares of Common Stock of the Company issued to employees, officers or directors of or consultants to the Company; (c) Any waiver by the Company of a valuable right or of a material debt owed to it; (d) Any material change or amendment to a contract or arrangement by which the Company or any of its assets or properties is bound or subject; (e) Any damage, destruction or loss to any asset of the Company (whether or not covered by insurance) that has resulted inthat, individually or could reasonably be expected to result inin the aggregate, would constitute a Company Material Adverse Effect; Event; (iif) any acquisitionAny commitment, sale transaction or transfer of any material asset of other action by the Company or any of its Subsidiaries other than in the ordinary course of business and consistent with past practice; ; (iiig) Any amendment or other change to the Articles of Incorporation or Bylaws of the Company (except as contemplated by this Agreement); (h) Any sale or other disposition of any change right, title or interest in accounting methods or practices (including to any change in depreciation assets or amortization policies or rates) by properties of the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination of, revenues derived therefrom other than in the ordinary course of business, business and consistent with past practice; (i) Either (i) any approval or default by the Company action to put into effect any general increase in any compensation or benefits payable to any class or group of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge employees of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, payable or to become payable, payable by the Company to any of its directors, consultants officers or employeesany of its employees whose total compensation after such increase would exceed $250,000 per annum (collectively, “Key Employees”) or any bonus, service award, percentage compensation or other than pursuant benefit paid, granted or accrued to scheduled annual performance reviewsor for the benefit of any Key Employee, provided that or (ii) the adoption or amendment in any resulting modifications are material respect of any employee benefit plan or compensation commitment or any severance agreement or employment contract to which any Key Employee is a party; (j) Any material change in the ordinary course of business and consistent with any accounting principle or method or election for federal income tax purposes used by the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events; (k) Any labor trouble, or conditions any event or take condition of any character, materially adversely affecting the business or plans of the actions described in the preceding clauses Company; or (il) through (vii) and is not currently involved in any negotiations Any authorization, approval, agreement or commitment to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)foregoing.

Absence of Certain Changes. Since March December 31, 2001 (the "Company Balance Sheet Date")2003, the Company Seller has conducted its business only in the ordinary course consistent with past practice and there has not occurred: , except as set forth in the Recent Reports or any exhibit thereto or incorporated by reference therein: (ia) Any event that could reasonably be expected to have a Material Adverse Effect on the Seller or any changeof its Subsidiaries; (b) Any amendments or changes in the Articles or Bylaws of the Seller and its Subsidiaries, event other than on account of the filing of the Articles of Amendment; (c) Any damage, destruction or condition (loss, whether or not covered by insurance) , that has resulted inwould, individually or could in the aggregate, have or would be reasonably be expected likely to result inhave, a Company Material Adverse Effect; Effect on the Seller and its Subsidiaries; (d) Except as set forth on SCHEDULE 3.11(D), any (i) incurrence, assumption or guarantee by the Seller or its Subsidiaries of any debt for borrowed money other than for equipment leases; (ii) issuance or sale of any acquisitionsecurities convertible into or exchangeable for securities of the Seller other than to directors, employees and consultants pursuant to existing equity compensation or stock purchase plans of the Seller; (iii) issuance or sale of options or other rights to acquire from the Seller or its Subsidiaries, directly or indirectly, securities of the Seller or any securities convertible into or exchangeable for any such securities, other than options issued to directors, employees and consultants in the ordinary course of business in accordance with past practice; (iv) issuance or sale of any stock, bond or other corporate security; (v) discharge or satisfaction of any material Lien, other than current liabilities incurred since December 31, 2003 in the ordinary course of business; (vi) declaration or making any payment or distribution to stockholders or purchase or redemption of any share of its capital stock or other security; (vii) sale, assignment or transfer of any material asset of the Company or any of its Subsidiaries other than intangible assets except in the ordinary course of business, or cancellation of any debt or claim except in the ordinary course of business; (viii) waiver of any right of substantial value whether or not in the ordinary course of business; (ix) material change in officer compensation except in the ordinary course of business and consistent with past practicepractices; or (iiix) other commitment (contingent or otherwise) to do any change in accounting methods of the foregoing. (e) Except as set forth on Schedule 3.11(e), any creation, sufferance or practices (including any change in depreciation or amortization policies or rates) assumption by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company Seller or any of its Subsidiaries of any material contract or agreement, Lien on any asset (other than Liens in connection with equipment leases) or any making of any loan, advance or capital contribution to or investment in any Person in an aggregate amount which exceeds $25,000 outstanding at any time; (f) Any entry into, amendment of, relinquishment, termination or non-renewal by the Seller or its Subsidiaries of any material amendment contract, license, lease, transaction, commitment or termination ofother right or obligation, other than in the ordinary course of business; or (g) Any transfer or grant of a right with respect to the trademarks, trade names, service marks, trade secrets, copyrights or default other intellectual property rights owned or licensed by the Company Seller or any of its Subsidiaries underSubsidiaries, any material contract or agreement to which except as among the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys Seller and its representatives regarding the transactions contemplated by the Synopsys Agreement)Subsidiaries.

Absence of Certain Changes. Since March 31Except as set forth in Schedule 3.7, 2001 (since the "Company Balance Sheet Date"), the business of the Company has been conducted its business only in the ordinary course consistent with past practice Ordinary Course of Business and there has not been any event, occurrence, change, development, condition or state of circumstances which has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Schedule 3.7, since the Balance Sheet Date, there has not occurred: (i) any changedamage, event destruction or condition (loss, whether or not adequately covered by insurance) that has resulted in, or could reasonably be expected to result in, a Company Material Adverse Effectinvolving any Asset in excess of $50,000; (ii) any acquisition, sale adoption or transfer modification of any material asset Benefit Plan made to, for or with any employees of the Company or any of its Subsidiaries other than in the ordinary course of business and consistent with past practiceCompany; (iii) any change in accounting methods compensation payable (including, without limitation, commission, bonus or practices (including any change in depreciation other direct or amortization policies other remuneration) or rates) to become payable by the Company to its employees, directors, officers or agents or change in benefits under any revaluation by Benefit Plan, in each case other than changes made in the Company Ordinary Course of any of its or any of its Subsidiaries' assetsBusiness; (iv) any sale or other disposition of any Assets of the Company, other than sales or dispositions made in the Ordinary Course of Business; (v) any creation or other incurrence of a Lien of any kind upon any Assets of the Company except Permitted Liens; (vi) any change in the method of allocation of expenses, liabilities or income between the Company and any other subsidiaries, divisions or business units of the Company or the Parent or any other change in the method of accounting or accounting practices of the Company; (vii) any amendment, termination, waiver, cancellation or release of any rights or claims of material value, including rights or claims under any Material Contract, or any waiver or release of any right or claim relating to the Company's business against any affiliate (as defined in Rule 405 under the Securities Act, "affiliate") of any of the Parent or the Company; (viii) any discharge or payment of any material obligation or liability of the Company other than in the Ordinary Course of Business; (ix) any incurrence of Indebtedness by the Company; (x) any capital expenditures or commitments by the Company for any addition to property, plant or equipment exceeding $20,000 individually or $100,000 in the aggregate; (xi) any material cancellation or waiver of any debts to or any claims of the Company except in the Ordinary Course of Business; (xii) any declaration, setting aside, aside or payment of a any dividend or other distribution with respect to the shares of the CompanyStock, or any direct or indirect redemptionrepurchase, purchase redemption or other acquisition by the Company of any of its outstanding shares of capital stock or other than securities of the purchase Company, or other payments to any of unvested shares upon employment or service terminationthe Company's stockholders in their capacity as such; (vxiii) any entering into by amendment of any material term of any outstanding security of the Company or any recapitalization or reclassification of its Subsidiaries of any material contract or agreement, or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge capital stock of the Company; (xiv) (A) any employment agreement with or for the benefit of any of the Company's directors, officers, employees or agents; (B) any payment of any pension, retirement allowance or other employee benefit not required to be paid by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylawsexisting Benefit Plan; or (viiC) any increase in or modification of the compensation or benefits payable, or to become payable, commitment made by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31directors, 2001 officers, employees or agents with respect to effect any changesadditional pension, eventsprofit sharing, bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation, group insurance, severance pay, retirement or conditions other Benefit Plan; (xv) any amendment or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) termination (other than negotiations with Synopsys and its representatives regarding by completion thereof) of any Material Contract; (xvi) any change or modification in any material respect to the transactions contemplated by the Synopsys AgreementCompany's credit, collection or payment policies, procedures or practices, including acceleration of collections or receivables (whether or not past due)., acceleration of payment of payables or other liabilities or failure to

Absence of Certain Changes. Since March 31January 1, 2001 1999, except as set forth on SCHEDULE 3.9 hereto or the Shareholders' Committee Disclosure Schedule, there have not been (a) any material changes in the "Company Balance Sheet Date")assets, liabilities, sales, income or business of the Company has conducted Company; (b) any changes in its business relationships with suppliers, customers or lessors, other than changes which were both in the ordinary course consistent with past practice of business and there has have not occurred: been, either in any case or in the aggregate, materially adverse; (ic) any change, event acquisition or condition (whether or not covered disposition by insurance) that has resulted in, or could reasonably be expected to result in, a the Company Material Adverse Effect; (ii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries property other than in the ordinary course of business and consistent with past practicebusiness; (iiid) any change damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting, either in accounting methods any case or practices (including any change in depreciation the aggregate, the property or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares business of the Company, or ; (e) any direct or indirect redemption, purchase or other acquisition of any of the Company Stock; (f) any change in pension or other benefits payable or to become payable by the Company to any officers or employees; (g) any changes in the personnel other than changes which were both in the ordinary course of business and have not been, either in any case or in the aggregate, materially adverse; (h) any forgiveness or cancellation of any of its shares of capital stock other than the purchase of unvested shares upon employment debt or service termination; (v) any entering into claim by the Company or any of its Subsidiaries waiver of any right of material contract or agreement, or value other than compromises of accounts receivable in the ordinary course of business; (i) any material amendment or termination of, entry by the Company into any transaction other than in the ordinary course of business, or default ; (j) any incurrence by the Company of any obligations, commitments or liabilities, whether absolute, accrued, contingent or otherwise (including, without limitation, liabilities as guarantor or otherwise with respect to obligations of others), other than obligations and liabilities incurred in the ordinary course of business; (k) any mortgage, pledge, lien, lease, security interest or other charge or encumbrance placed on any of its Subsidiaries underthe assets, any material contract tangible or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (orintangible, to the Knowledge of the Company, by any other party thereto); (vil) any amendment discharge or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, satisfaction by the Company to of any lien or encumbrance or payment by the Company of its directors, consultants any obligation or employees, liability (fixed or contingent) other than pursuant to scheduled annual performance reviews(A) current liabilities included in the Audited Balance Sheet and (B) current liabilities incurred since the date of the Audited Balance Sheet in the ordinary course of business. Except as set forth on SCHEDULES 3.9, provided that 3.10, 3.22, 3.23 AND 3.24, the Company has no liabilities of any resulting modifications are nature whatsoever other than the liabilities set forth on the balance sheet included in the Interim Financials, and except for other liabilities of the Seller incurred in the ordinary course of business since the date of the balance sheet included in the Interim Financials. The reserves established for such liabilities on such balance sheet were established based on reasonable assumptions made in good faith and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement).

Absence of Certain Changes. Since March Except as expressly contemplated by this Agreement, since December 31, 2001 (the "Company Balance Sheet Date")1999, the Company has and its Subsidiaries have conducted its business their respective businesses only in, and have not engaged in any material transaction other than in accordance with, the ordinary and usual course consistent with past practice of these businesses, and since December 31, 1999 there has not occurred: been (i) any changechange in the financial condition, event properties, business or condition (whether results of operations of the Company and its Subsidiaries except those changes that, individually or in the aggregate, have not covered by insurance) that has resulted in, or could reasonably be expected to result in, had and would not have a Company Material Adverse EffectEffect on the Company; (ii) any acquisitiondeclaration, sale setting aside or transfer payment of any material asset dividend or other distribution in cash, stock or property in respect of the Company's capital stock or any securities convertible, exchangeable or exercisable for or into shares of its capital stock, except for (w) regular quarterly cash dividends of no more than U.S. $.025 per Company Common Share, (x) dividends in respect of the Company or any Money Market Preferred Shares in accordance with their terms, and (y) interest payments in respect of its Subsidiaries other than the Company Convertible Notes in the ordinary course of business and consistent accordance with past practicetheir terms; (iii) any change in accounting methods redemption, repurchase or practices other acquisition of any shares of the Company's capital stock or any securities convertible, exchangeable or exercisable for or into shares of its capital stock (including any change in depreciation or amortization policies or rates) other than as required by the Company or any revaluation by the Company terms of any Company Stock Plan and other than repurchases of its Company Money Market Preferred Shares for not more than the Preferred Consideration per share), or any of its Subsidiaries' assets; (iv) any declarationchange by it in accounting principles, setting asidepractices or methods except as required by changes in U.S. GAAP. Between December 31, 1999 and the date of this Agreement, except as contemplated by this Agreement, there has not been any increase in the compensation payable or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into that could become payable by the Company or any of its Subsidiaries of any material contract to officers or agreement, or any material amendment or termination ofkey employees, other than increases in the ordinary and usual course of business, or default by and the Company has not entered into or amended any of its Subsidiaries undercompensation or benefit plans or agreements, any material contract including severance, change of control or agreement to which similar plans and agreements. Since December 31, 1999, the Company or any of has granted awards under its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than performance share plan implemented pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 1997 Incentive Compensation Plan and under similar plans to effect any changes, events, or conditions or take any the categories of persons with the terms (including performance targets) applicable to these awards set forth in Section 2.1.6 of the actions described Company Disclosure Schedule. Section 2.1.6 of the Company Disclosure Schedule sets forth the estimated total value of the awards payable solely as a result of a change of control and the amount reflected in the preceding clauses (i) through (vii) and is not currently involved in any negotiations Company's budget for 2000 previously delivered to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)Parent.

Absence of Certain Changes. Since March 31, 2001 (From the "Company Balance Sheet Date to the Agreement Date"), (i) each of the Company and its Subsidiaries has conducted its business in all material respects in the ordinary course of business consistent with past practice and without prejudice to the foregoing and (ii) there has not occurred: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected been with respect to result in, a Company Material Adverse Effect; (ii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries any: (a) Material Adverse Effect; (b) damage, destruction or loss, whether or not covered by insurance, which has had or could reasonably be expected to have a Material Adverse Effect; (c) declaration, setting aside or payment of any dividend on, or the making of any other distribution in respect of, its capital stock, or any split, combination or recapitalization of its capital stock or any redemption or repurchase of any of its capital stock or any change in any rights, preferences or privileges of any of its outstanding capital stock (other than repurchases of stock in accordance with each Company Option Plan or applicable Contracts in connection with the termination of service of employees or other service providers); (d) incurrence, creation or assumption of (i) any Encumbrance on any of its assets or properties (other than Permitted Encumbrances), (ii) any liability for any Debt or (iii) any liability as a guarantor or surety with respect to the obligations of others; (e) increase in the cash compensation payable or to become payable to any of its officers, directors or employees (other than increases in the base salaries of employees who are not officers in an amount that does not exceed 10% of such base salaries), or increase in, or establishment of, any cash bonus, pension, severance, retention, insurance or other benefit payment or arrangement with respect to any of such officers, directors or employees, or any modification of any “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code and Treasury Regulations or guidance thereunder; (f) material change with respect to its executive management personnel, or any termination of employment of a material number of employees; (g) making by it of any new loans or extension of existing loans to any officers, directors or employees (other than routine expense advances to employees consistent with past practice); (h) sale, license, assignment or other disposition or transfer of any of its material assets or properties, other than the sale or non-exclusive license of its products or services in the ordinary course of business and consistent with past practice; business; (iiii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by deferral of the Company or any revaluation by the Company payment of any of its or any of its Subsidiaries' assets; accounts payable (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination of, other than in the ordinary course of business, consistent with past practices) or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (viii) any amendment discount, accommodation or change to the Certificate of Incorporation or Bylaws; or other concession made (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and business, consistent with the Company's past practices. The Company has not agreed since March 31) in order to accelerate or induce the collection of any receivable; (j) any material election or change in a material election in respect of Taxes, 2001 entrance into any Tax sharing, allocation, indemnification or similar agreement, entrance into any closing agreement with any Governmental Authority, settlement of any claim or assessment in respect of Taxes, consent to effect any changesextension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, eventsamendment to any Return, application for or pursuit of any Tax ruling, or conditions change in any Tax identification number; (k) except as required by U.S. GAAP, any change in accounting methods or take any revaluation of any of the actions described in the preceding clauses its assets; or (il) through (vii) and is not currently involved in any negotiations entry into any Contract to do any of the things described in the preceding clauses (ia) through (viik) (other than negotiations and agreements with Synopsys Parent and its representatives Representatives regarding the transactions contemplated by the Synopsys this Agreement).

Absence of Certain Changes. Since March 31, 2001 (the "Company Balance Sheet Date"), except as disclosed in the Company SEC Documents filed prior to the date hereof: (1) the Company and each Company Subsidiary has conducted its respective business only in the ordinary course and usual course, consistent with past practice and practice; (2) there has have not occurred: occurred any events, changes, effects or circumstances (i) including the incurrence of any changeliabilities of any nature, event or condition (whether or not covered by insuranceaccrued, contingent or otherwise) that has resulted in, having or which could reasonably be expected to result inhave, individually or in the aggregate, a Company Material Adverse Effect; , (ii3) there has not been (A) any acquisitiondeclaration, sale setting aside or transfer payment of any material asset dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock, (B) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, except for issuances of Company Common Stock upon the exercise of Company Derivative Securities awarded prior to December 31, 2001, (C) (i) any granting by the Company or any of its Subsidiaries to any current or former director, executive officer or other key employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business or as was required under any employment agreements identified on the Company Disclosure Schedule in effect as of the date of the date hereof and awarded prior to December 31, 2001, (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay, except in the ordinary course of business and awarded prior to December 31, 2001, or (iii) any entry by the Company or any of its Subsidiaries into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, other than in the ordinary course of business and consistent with past practice; in effect prior to December 31, 2001, (iiiC) except insofar as may have been disclosed in the Company Disclosure Schedule or required by a change in U.S. GAAP (which likewise shall be disclosed in the Company Disclosure Schedule), any change in accounting methods methods, principles or practices (including any change in depreciation or amortization policies or rates) by the Company materially affecting its assets, liabilities or any revaluation by business or (D) except insofar as may have been disclosed in the Company of Disclosure Schedule, any of its tax election that individually or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of in the aggregate would reasonably be expected to have a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by Material Adverse Effect on the Company or any of its Subsidiaries tax attributes or any settlement or compromise of any material contract or agreementincome tax liability, or any material amendment or termination of, other than in and (4) the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 taken any action which would have been prohibited under Section 5.1 if such section applied to effect any changes, events, or conditions or take any the period between the Balance Sheet Date and the date of the actions described execution of this Agreement. Except as set forth in the preceding clauses (i) through (vii) and Company Disclosure Schedule, the Company is not currently involved aware of any circumstances which may cause it to suffer any material adverse change in its business, operations or prospects or to restate its results of operations for any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)prior period.

Absence of Certain Changes. Since March December 31, 2001 2015, (i) the "Company Balance Sheet Date"), Seller and the Company has Target Entities have conducted its business their respective businesses in all material respects in the ordinary course of business consistent with past practice practice, and (ii) there has not occurred: been: (i) any changechange in the financial condition, event business or condition (whether results of their operations or not covered by insurance) that any circumstance, occurrence or development of which the Seller Management or the Target Entities have Knowledge which, individually or in the aggregate, has resulted in, had or could is reasonably be expected likely to result in, have a Company Material Adverse Effect; ; (ii) any acquisitiondeclaration, sale setting aside or transfer payment of any material asset dividend or other distribution with respect to any shares of capital stock of the Company Seller, any Target Entity or any of their Subsidiaries (except for dividends or other distributions by any Subsidiary to the applicable Target Entity); (iii) any material change in any method of accounting or accounting practice by the Seller or the Target Entities; (iv) (1) any increase in the compensation or benefits payable or to become payable to its Subsidiaries other than officers or employees (except for increases in the ordinary course of business and consistent with past practice; ) or (iii2) any change in accounting methods establishment, adoption, entry into or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company amendment of any of its or any of its Subsidiaries' assets; (iv) any declarationcollective bargaining, setting asidebonus, or payment of a dividend profit sharing, equity, thrift, compensation, employment, termination, severance or other distribution with respect plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee, except to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition extent required by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; applicable Law; (v) any entering into by Material Adverse Effect; (vi) any amendment, modification, or supplement to the Company charter documents of the Seller or the Target Entities; (vii) any issuance, sale, grant, or other disposition of any equity or debt securities of the Seller or any Target Entity; (viii) any capital expenditure (or series of related capital expenditures) outside the ordinary course of business in excess of $50,000 in the aggregate that was not contemplated by its Subsidiaries capital expenditure budget; (ix) settlement or compromise of any pending or threatened Actions against the Seller or any Target Entity; (x) sale, assignment, license or transfer of any material contract portion of the assets of the Seller or agreementthe Target Entities, or any material amendment or termination of, other than except in the ordinary course of business; (xi) sale assignment, license or default by the Company or transfer of any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company Target IP to any of its directorsthird party, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are except in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect business; (xii) any changes, eventsloans or advances to, or conditions or take guarantees for the benefit of, any of the actions described Persons (except to employees in the preceding clauses ordinary course of business); (ixiii) through any failure to pay when due any indebtedness or other amounts owed to creditors of any Target Entity; or (viixiv) and is not currently involved in any negotiations agreement to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)foregoing.

Absence of Certain Changes. Since March 31Except as set forth on Schedule 2.6 of the Disclosure Schedule, 2001 (since the "Company Target Balance Sheet Date"), the Company has Target and Predecessor have each conducted its business in the ordinary course consistent with past practice and there has not occurred: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or could might reasonably be expected to result in, a Company Material Adverse EffectEffect to Target or Predecessor; (ii) any acquisition, sale or transfer of any material asset of the Company Target or any of its Subsidiaries Predecessor other than in the ordinary course of business and consistent with past practicepractice or that would have a Material Adverse Effect; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Target or Predecessor or any revaluation by the Company Target or Predecessor of any of its Target’s or any of its Subsidiaries' Predecessor’s assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, Target or membership interests of Predecessor or any direct or indirect redemption, purchase or other acquisition by the Company Target of any of its shares Target Shares or by Predecessor of capital stock other than the purchase of unvested shares upon employment or service terminationits membership interests; (v) any entering Material Contract entered into by the Company Target or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination ofPredecessor, other than in the ordinary course of businessbusiness and as provided to Acquiror, or any amendment or termination of, or default by the Company or any of its Subsidiaries under, any material contract or agreement Material Contract to which the Company Target or any of its Subsidiaries Predecessor is a party or by which it either of them is bound (or, to the Knowledge of the Company, by any other party thereto)bound; (vi) any amendment or change to the Certificate charter documents of Incorporation Target or Bylawsthe charter documents of Predecessor; or (vii) any increase in or modification of the compensation or benefits payablepaid, payable or to become payable, payable by the Company Target or Predecessor to any of its directorsmanagers, consultants officers or employees, other than pursuant to scheduled annual performance reviews, provided that ; (viii) any resulting modifications are reduction in the ordinary course sales of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, eventsTarget or Predecessor to, or conditions or take significant detrimental change in terms with, any customer for the twelve month period beginning on the Closing and ending on the one-year anniversary of the actions described in Closing as compared to the preceding clauses same time period during the previous year or (iix) through (vii) and is not currently involved in any negotiations negotiation or agreement by Target or Predecessor to do any of the things described in the preceding clauses (i) through (viiviii) (other than in connection with (A) the Reorganization, and (B) negotiations with Synopsys Merger Sub, Acquiror and its their representatives regarding the transactions contemplated by the Synopsys this Agreement). As of Closing, there will be no accrued but unpaid dividends on the Target Shares.

Absence of Certain Changes. Since Except as set forth on Schedule 4.09 hereto, since March 31, 2001 2004 there has not been any: (a) damage, destruction, or casualty or personal injury or loss, whether or not insured, affecting a material portion of the "Company Balance Sheet Date")assets or properties of the Company; (b) material change in the Company’s customary methods of operations or the manner in which the Business is conducted; (c) change in the Company’s accounting policies, procedures or methodologies or tax principles, practices or policies, (d) any increase in reserves or any revaluation of any of the Company has conducted its business Company’s assets; (e) sale, transfer or assignment of any material tangible or intangible asset of the Company, except in the ordinary course of the Business; (f) material mortgage, pledge or imposition of any Lien on any asset of the Company, or material lease of real property, machinery, equipment or buildings entered into by the Company; (g) declaration, setting aside or payment of any dividend or any other distribution in respect of any capital stock or other securities of the Company or, directly or indirectly, any purchase, redemption, issuance, or other acquisition or disposition by the Company of any shares of capital stock or other securities or grant of any option relating to its authorized shares of capital stock, except regularly scheduled quarterly dividends to pay Taxes that are due and payable by the Sellers and attributable to the earnings of the Company; (h) capital investment in, loan to, or acquisition of the securities or assets of (including by merger or consolidation), any other Person; (i) increase in the compensation, bonus or other benefits payable to directors, consultants, officers or employees of the Company, other than increases in the ordinary course of business consistent with past practice and there has or payments made in the ordinary course of the Business consistent with past practice; (j) delay or postponement of any accounts payable or other material liabilities or acceleration or acceptance of the prepayment of any notes or accounts receivable outside the ordinary course of the Business; (k) change made or authorization to make a change to the Company’s Articles of Incorporation or Bylaws; (l) amendment or termination of any material contract, agreement or Permit, (m) waiver, settlement or release of any material right or claim relating to the Business, except in the ordinary course of the Business, (n) write-off as uncollectible any notes or accounts receivable related to the Business, except write-offs in the ordinary course of the Business charged to applicable reserves, none of which individually or in the aggregate is material to the Business; (o) change in the terms of Extended Service Plans sold, (p) capital expenditure not occurred: in accordance with the capital expenditure plan included in the Confidential Memorandum, (iq) any change, event or condition (whether or not covered by insurance) of any character that has resulted in, constitutes or could reasonably be expected to result in, constitute a Company Material Adverse Effect; or (iir) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, whether or any material amendment or termination ofnot in writing, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)foregoing.

Absence of Certain Changes. Since March 31September 30, 2001 (the "Company Balance Sheet Date")2008, the Company has conducted its business except as disclosed in the ordinary course consistent with past practice and Schedule 5.19, there has not occurred: been: (ia) a Material Adverse Effect or any changeoccurrence or event which, event individually or condition (whether or not covered by insurance) that has resulted inin the aggregate, or could would be reasonably be expected to result in, in a Company Material Adverse Effect; ; (iib) any acquisitiontermination, sale material amendment or transfer waiver of, or any agreement or commitment to terminate, materially amend or waive any material right of any material asset of Seller relating to the Company Business, the Acquired Assets or any of its Subsidiaries the Assumed Liabilities other than in the ordinary course Ordinary Course of business and consistent with past practice; Business; (iiic) any amendment to any of the Acquired Entities’ Organizational Documents or Internal Regulations, and no Acquired Entity has been effected or been a party to (other than as a stockholder) any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (d) any material change in accounting methods or practices (methods, including any change in depreciation or amortization policies or rates, other than as required by Applicable Accounting Standards. (e) by the Company any purchase, sale or other disposition, or any revaluation by agreement or other arrangement for the Company purchase, sale or other disposition, of any of its the Acquired Assets or any other assets or properties used in the Business other than in the Ordinary Course of its Subsidiaries' assets; Business; (ivf) any declarationsale, setting aside, or payment of a dividend shipment or other distribution disposition of Products to Customers or Distributors other than in the Ordinary Course of Business; (g) any material increase in discounts or redemptions in connection with respect the sale, shipment or other disposition of Products to Customers or Distributors other than in the Ordinary Course of Business; (h) any other material transaction entered into by a Seller Party relating to the shares Business other than transactions in the Ordinary Course of Business; (i) any repurchase or return of Products from Customers or Distributors other than in the CompanyOrdinary Course of Business; (j) any material increase or written notice to a Seller Party thereof in the cost of key raw materials used in the manufacturing of Products; (k) any adoption, amendment in any material respect, modification in any material respect or any direct or indirect redemption, purchase or other acquisition by the Company termination of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; Contract with a Diagnostics Employee; (vl) any entering into by the Company or any of its Subsidiaries incurrence of any material contract Liability that constitutes an Assumed Liability that is in excess of fifty million Yen (¥50,000,000), individually or agreement, or any material amendment or termination ofin the aggregate, other than in the Ordinary Course of Business; (m) any discharge or satisfaction of any material Lien affecting any of the Acquired Assets, or payment of any material Liabilities that are Assumed Liabilities, or failure to pay, discharge or otherwise satisfy when due any Liabilities that are Assumed Liabilities; (n) other than in the Ordinary Course of Business, any entry into or adoption of any employment, severance, or change in control agreement, any Olympus Benefit Plan (other than ordinary course of businessat-will employment arrangements), or default by the Company or any of its Subsidiaries under, modified in any material contract respect the terms of any existing such contract, plan or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (oragreement, to the Knowledge of the Companyincluding, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) without limitation, any increase in compensation or modification fringe benefits, payment of bonuses, granting or increase in severance or termination pay or otherwise any change in the terms of employment or service for any of the compensation Diagnostics Employees; (o) any establishment of any union of Diagnostics Employees or benefits payableentry by a Seller into any union or collective bargaining agreement; (p) any failure to take commercially reasonable actions necessary to maintain the Acquired Assets, or any damage, destruction or other casualty loss (whether or not covered by insurance), condemnation or other taking affecting any of the Acquired Assets, except for ordinary wear and tear and dispositions of Inventory in the Ordinary Course of Business; (q) entered into, modified, amended or terminated any Material Contract or waived, released, assigned or failed to become payableexercise or pursue any material rights or Claims thereunder, by which if so entered into, modified, amended, terminated, waived, released, assigned, or not exercised or pursued would reasonably be expected to (i) adversely affect in any material respect the Company Business, (ii) impair in any material respect the ability of Seller Parties to perform their obligations under this Agreement or (iii) prevent or materially delay the consummation of the Transactions; or (r) any new or change in any Tax election, settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes, change in any annual Tax accounting period, adoption or change in any method of Tax accounting, filing of any amended Tax Return, entrance into a Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax, surrender of its directorsany right to claim a Tax refund, consultants or employeesconsent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment, other than pursuant in each case relating to scheduled annual performance reviewsthe Acquired Entities or otherwise to the Business, provided Products or Acquired Assets; or (s) any agreement of a Seller Party that would result in any resulting modifications are in of the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, actions or events, or conditions or require a Seller Party to take any of the actions described actions, specified in the preceding clauses (ia) through (viir) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)this Section 5.19.

Absence of Certain Changes. Since March 31Except as set forth on Schedule 3.10 or with respect to the transactions set forth in this Agreement, 2001 (since September 30, 2008, through the "Company Balance Sheet Date")date of this Agreement and, if later, the Company Closing, there has conducted its business not been: 3.10.1 Any transaction involving any Borrower not in the ordinary course consistent of business, including, without limitation, any sale of any assets or properties (other than the sale of inventory in the ordinary course of business); 3.10.2 Any declaration, setting aside or payment of any dividend or other distribution or payment (whether in cash, stock or property) with past practice and there has not occurred: respect to the Securities of any Borrower, or any redemption, purchase or other acquisition of Securities of any Borrower, or (iother than salary payments in the ordinary course of business) any changepayment to any stockholder of any Borrower not in his, event her or condition (its capacity as a stockholder; 3.10.3 Any damage, destruction or loss whether or not covered by insurance, to any material assets or properties of any Borrower; 3.10.4 Any Material Adverse Change with respect to any Borrower; 3.10.5 Any loan or advance made by any Borrower to any Person, except normal travel advances or other reasonable business expense advances made in the ordinary course of business to its own employees; 3.10.6 Any Indebtedness incurred by any Borrower or any commitment to incur Indebtedness entered into by any Borrower; 3.10.7 Any commitments to make Capital Expenditures by a Borrower with amounts to be paid post-Closing in excess of $10,000 individually or $50,000 in the aggregate; 3.10.8 Any indemnity or other claims made by any Borrower (or the resolution of any pending claims) that has resulted inwith respect to or in connection with any acquisition or sale or other disposition, whether direct or indirect, of the Securities, business or assets of any other Person; 3.10.9 Any amendment or other modification to the Charter Document of any Borrower; 3.10.10 The formation or creation of any direct or indirect Subsidiary of any Borrower, or could reasonably be expected the disposition of the Securities or assets of any Borrower; 3.10.11 Any waiver by any Borrower of a valuable right or of Indebtedness owed to result init; 3.10.12 Any payment, a Company Material Adverse Effect; (ii) any acquisitionsatisfaction, sale discharge or transfer cancellation of any material asset debt or claim of the Company or any of its Subsidiaries Borrower other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods practices; 3.10.13 Any amendment, modification or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company termination of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, Material Contract or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries Borrower is a party or by which it is any Borrower or any of their assets or properties may be bound (oror subject or of any employment or consulting agreement; 3.10.14 Any material change in the Contingent Obligations of any Borrower, to the Knowledge by way of guaranty or otherwise; 3.10.15 Any mortgage, pledge or Lien encumbering any of the Companyassets or properties of any Borrower, or any assumption of, or taking any assets or properties subject to, any liability, except for Permitted Liens; 3.10.16 Any resignation by, or termination of the employment of, any director or officer of any Borrower; 3.10.17 Any Investment by any other party thereto); (vi) Borrower in the Securities of any amendment Person; 3.10.18 Any payment of management, consulting or similar fees by any Borrower to any of their respective Affiliates; 3.10.19 Any offer, issuance or sale of any Securities of any Borrower; 3.10.20 Any alteration or change in any Borrower’s credit guidelines and policies, charge-off policies or accounting methods, quality control procedures, hiring procedures, or policies or manner of preparing its financial statements or maintaining its books of account; 3.10.21 Any increase in, or commitment to increase, the Certificate of Incorporation salaries, wages, bonuses or Bylaws; or (vii) any increase in or modification of the other compensation or benefits payable, (including commissions) payable or to become payable, by the Company payable to any officer or non-officer other employee of its directors, consultants or employeesany Borrower, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are increases in salaries and wages for employees in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31; 3.10.22 Any adoption by any Borrower of any new Benefit Plan or amendment to any Benefit Plan to provide any new or additional plans, 2001 programs, contracts, benefits or arrangements involving direct or indirect compensation to effect any changesofficer, eventsdirector, employee, former employee, or conditions their dependents or take beneficiaries, of any Borrower; 3.10.23 Any settlement of any litigation, entry of a consent decree or entry of any judgment against any Borrower with an aggregate value of $50,000 or more; 3.10.24 Any revaluation by any Borrower of any of the actions described their respective assets, including without limitation, any write-offs, increases in any reserves except in the preceding clauses ordinary course of business consistent with past practice or any write-up or write-down of the value of, inventory, property, plant, equipment, or any other asset (i) through (vii) and is not currently involved in including as a result of the impairment of goodwill); 3.10.25 Any proceeding or other steps for the dissolution, winding up, reorganization or bankruptcy by any negotiations Borrower; 3.10.26 Any revaluation or repricing of any Securities of any Borrower; or 3.10.27 Any agreement to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)foregoing.

Absence of Certain Changes. Since March December 31, 2001 (1999, except for -------------------------- the "Company Balance Sheet Date")negotiation and execution of this Agreement, the Company has and its subsidiaries have conducted its business in the ordinary course their respective businesses and operations consistent with past practice only in the ordinary and usual course and there has have not occurred: occurred (i) any changeevents, event or condition (whether or not covered by insurance) that has resulted inchanges, or could effects (including the incurrence - of any liabilities or obligations of any nature, whether accrued, contingent or otherwise) having, or which would reasonably be expected to result inhave, individually or in the aggregate, a Company Material Adverse Effect; (ii) any acquisitionmaterial adverse change -- in the availability of capital for the commercial or multi-family mortgage markets; (iii) any declaration, sale setting aside or transfer payment of any material asset dividend or --- other distribution (whether in cash, stock or property) with respect to the equity interests of the Company or of any of its subsidiaries (except for cash dividends paid to the Company by its wholly owned subsidiaries); (iv) any change by the Company or any of its Subsidiaries subsidiaries -- in accounting principles, practices or methods, except insofar as may be required by a change in GAAP; (v) any grant of Options or stock appreciation - rights under any Company Benefit Plan; (vi) any increase in the compensation of -- any officer or grant of any general salary or benefits increase to the employees of the Company other than in the ordinary course of business and consistent with past practice; (iiivii) any adoption, amendment or execution (or any --- representation regarding the adoption, amendment or execution) of any employment, consulting, retention, change in accounting methods of control, collective bargaining, bonus or practices other incentive compensation, profit sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation plan or arrangement for the benefit of any employee, consultant or director of the Company; (including viii) any change in depreciation or amortization policies or rates) entry by the Company into any agreement, ---- commitment or transaction or any revaluation by incurrence of any liability (direct, contingent or otherwise) that is material to the Company of any of and its or any of its Subsidiaries' assets; (iv) any declarationsubsidiaries, setting aside, or payment of taken as a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination ofwhole, other than in the ordinary course of business, ; or default (ix) any other action -- or failure to act by the Company or any which, if occurring after the date of its Subsidiaries underthis Agreement, any material contract or agreement to which the Company or any would constitute a breach of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)Section 6.1 hereof.

Absence of Certain Changes. Since March 31Except for transactions contemplated by the Transaction Agreements (including, 2001 (without limitation, transactions expressly permitted pursuant to Section 7.02 hereof), transactions with respect to which the "Company Balance Sheet Date")Investor shall have given its prior written consent, or transactions disclosed in the SEC Reports, on Schedule 3.09 hereto or in the Proposed Asset Sale Letter, from September 30, 1998 to the Closing, the Company has and its Significant Subsidiaries have conducted its their business in the ordinary course consistent with past practice and usual course, and there has not occurred: been any of the following: (i) any changechange or amendment to the Certificate of Incorporation or Bylaws or the certificate or articles of incorporation, event bylaws or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Company Material Adverse Effect; other organizational documents of any Significant Subsidiaries of the Company; (ii) any acquisitionissuance or sale, sale or transfer any direct or indirect purchase, redemption or other acquisition of any material asset shares of their respective Equity Securities or any Derivative Securities by the Company or any of its Subsidiaries Significant Subsidiaries, other than pursuant to this Agreement, the Company Warrants or the Option Plans; (iii) any dividend or other distribution declared, set aside, paid or made with respect to their respective Equity Securities by the Company or any of its Significant Subsidiaries, except (x) dividends or other distributions made to the Company or to any Subsidiary of the Company and (y) dividends and distributions declared, set aside, paid or made by any joint venture in which the Company or any Significant Subsidiary owns an equity interest, which dividends and distributions were declared, set aside, paid or made in accordance with the organizational documents or related service agreements of such joint venture as in effect on the date of such payment; (iv) any acquisition or disposition of assets by the Company and its Subsidiaries having a fair value or for a purchase price in excess of $5,000,000, in the aggregate, other than acquisitions or dispositions made in the ordinary course of business and consistent with past practice; acquisitions or dispositions among the Company and its Subsidiaries or among such Subsidiaries; (iiiv) any change increase in accounting methods or practices (including any change excess of $5,000,000 in depreciation or amortization policies or rates) by the Indebtedness of the Company or any revaluation by and its Subsidiaries, taken as a whole, other than (x) advances to the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect pursuant to the shares revolving credit facility under the Credit Agreement in an amount not in excess of $60,000,000, in the aggregate, outstanding at any time and (y) changes in inter-company Indebtedness among the Company and its Subsidiaries or among Subsidiaries of the Company, which changes were permitted under the Credit Agreement (as in effect on the date hereof); (vi) any amendment of any mortgage, Lien, lease, Regulatory Approval, loan agreement, indenture or other agreement, instrument or document, which amendment is material to the Company and its Subsidiaries, taken as a whole; (vii) any default, event of default or breach (or any direct event which, with notice or indirect redemptionthe passage of time or both, purchase would constitute a default, event of default or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (vbreach) any entering into by the Company or any of its Subsidiaries of any credit, financing or other agreement or instrument relating to any Indebtedness (including, without limitation, the Credit Agreement or the Indenture), which default, event of default or breach is material contract to the Company and its Subsidiaries, taken as a whole; (viii) any damage, destruction, theft or agreementother casualty loss (whether or not covered by insurance) that is material to the Company and its Subsidiaries taken as a whole; (ix) any commitment, agreement or transaction entered into, amended, or terminated (or any waiver of any rights or remedies under any of the foregoing) by the Company or any of its Subsidiaries (including any agreement with respect to any ongoing or threatened litigation) that is material amendment or termination ofto the Company and its Subsidiaries, taken as a whole, other than in the ordinary course of business; (x) any entry into or amendment of any material employment, severance, compensation, consulting, retention, change of control or similar agreement with, or default any material increase in the compensation or benefits payable or to become payable by the Company or any of its Subsidiaries underto, any material contract or agreement to which employee of the Company or any of its Subsidiaries is a party (other than agreements terminable without penalty or similar payment by which it is bound (orthe Company or such Subsidiary, to as the Knowledge of the Companycase may be, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase on not more than 30 days' notice and increases in or modification of the compensation or benefits payable, payable or to become payable, by the Company payable to any of its directors, consultants or employees, employees (other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are directors or officers) in the ordinary course of business and consistent with past practice); (xi) any change in the Company's past practices. The financial accounting methods, principles or practices of the Company has not agreed since March 31and its Subsidiaries for financial accounting purposes, 2001 except as required by GAAP or applicable Law; (xii) any adoption of any agreement or understanding with respect to effect any changesControl Transaction, eventsmerger, consolidation or other reorganization with respect to the Company or any of its Significant Subsidiaries, or conditions any adoption of any plan, agreement or take arrangement with respect to, or resolutions providing for, the liquidation or dissolution of the Company or any of its Significant Subsidiaries; (xiii) any settlement or compromise of any Proceeding other than those in which the actions described amount paid (to the extent not reimbursed with the proceeds of any Policy) does not exceed $2,000,000; (xiv) any change, condition, occurrence, circumstance or other event that, individually or in the preceding clauses aggregate, has had or is reasonably likely to have a Material Adverse Effect; or (ixv) through (vii) and is not currently involved in any negotiations commitment or agreement to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated foregoing, except as otherwise required or expressly permitted by the Synopsys this Agreement).

Absence of Certain Changes. Since March May 31, 2001 1999 (the "Company Target Balance Sheet Date"), the Company Target has conducted its business in the ordinary course consistent with past practice and there has not occurred: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or could might reasonably be expected to result in, a Company Material Adverse EffectEffect to Target; (ii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries Target other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Target or any revaluation by the Company of any Target of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the CompanyTarget, or any direct or indirect redemption, purchase or other acquisition by the Company Target of any of its shares of capital stock other than the purchase of unvested shares upon employment or service terminationstock; (v) any entering material contract entered into by Target, other than in the Company or any ordinary course of its Subsidiaries of any material contract or agreementbusiness and as provided to Acquiror, or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries Target is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto)bound; (vi) any amendment or change to the Certificate Articles of Incorporation or BylawsBylaws or, except as contemplated by Section 2.16 hereof, the Target Rights Agreement of Target; or (vii) any increase in or modification of the compensation or benefits payable, payable or to become payable, payable by the Company Target to any of its directors, consultants directors or employees. Other than with respect to the stock option and incentive plans described in Target's proxy statement for the annual meeting of its shareholders held on January 18, other than pursuant to scheduled annual performance reviews1999 or as disclosed on Section 2.15 of the Target Disclosure Schedule, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company Target has not agreed since March 31, 2001 the Target Balance Sheet Date to effect any changes, events, or conditions or take do any of the actions things described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys Acquiror and its representatives regarding the transactions contemplated by the Synopsys this Agreement).

Absence of Certain Changes. Since Except as set forth on Schedule 2.5, since March 3129, 2001 1998 (the "Company Target Balance Sheet Date"), the Company has Target and its Subsidiaries have conducted its business their businesses in the ordinary course consistent with past practice and there has not occurred: (i) any change, event or condition (whether or not covered by insurance) that that, individually or in the aggregate, has resulted in, or could reasonably be expected to result in, in a Company Material Adverse EffectEffect on Target; (ii) any acquisition, sale or transfer of any material asset of the Company by Target or any of its Subsidiaries other than (A) for consideration of less than $250,000 in any one transaction in the ordinary course of business and consistent with past practicepractice or (B) sales of inventory in the ordinary course of business; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Target or its Subsidiaries or any revaluation by the Company Target of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the CompanyTarget, or any direct or indirect redemption, purchase or other acquisition by the Company Target of any of its shares of capital stock other than the purchase of unvested shares upon employment or service terminationstock; (v) any entering into entrance by the Company Target or any of its Subsidiaries of into any material contract or agreement, or any material amendment or termination of, other than Contract not made in the ordinary course of business, or any material amendment or termination (not made in the ordinary course of business) of, or default by the Company or any of its Subsidiaries under, any material contract or agreement Contract to which the Company Target or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto)bound; (vi) any amendment or change to the Certificate Articles of Incorporation or BylawsBylaws of Target or organizational documents of any of its Subsidiaries; or (vii) any increase in or modification of the base compensation or benefits payable, payable or to become payable, payable by the Company Target or any of its Subsidiaries to any of its directors, consultants their directors or officers (or equivalent positions) or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are except for such increase or modification as would not result in an increase in excess of ten percent (10%) in the ordinary course base compensation annualized over the next twelve (12) months payable or to be payable to any employee who had an annual rate of business base compensation of over $50,000 as of the later of the date of hire or March 29, 1998. Except as set forth in Schedule 2.5, Target and consistent with the Company's past practices. The Company has its Subsidiaries have not agreed since March 3129, 2001 1998 to effect any changes, events, or conditions or take do any of the actions things described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys Acquiror and its representatives regarding the transactions contemplated by the Synopsys this Agreement).

Absence of Certain Changes. Since March 31September 30, 2001 2006 (the "Company “Parent Balance Sheet Date"”), the Company Parent has conducted its business in the ordinary course consistent with past practice and there has not occurred: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or could is reasonably be expected likely to result in, or to the best of Parent’s knowledge any event beyond Parent’s control that is reasonably likely to result in, a Company Material Adverse EffectEffect to Parent; (ii) any acquisition, sale or transfer of any material asset of the Company Parent or any of its Subsidiaries subsidiaries other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Parent or any revaluation by the Company Parent of any of its or any of its Subsidiaries' subsidiaries’ assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the CompanyParent, or any direct or indirect redemption, purchase or other acquisition by the Company Parent of any of its shares of capital stock other than the purchase of unvested shares upon employment or service terminationstock; (v) any entering material contract entered into by the Company Parent or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination ofsubsidiaries, other than in the ordinary course of businessbusiness and as provided to Company, or any amendment or termination of, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company Parent or any of its Subsidiaries subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto)bound; (vi) any amendment or change to the Parent’s Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company Parent to any of its directors, consultants directors or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's Parent’s past practices. The Company Parent has not agreed since March 31September 30, 2001 2006 to effect any changes, events, or conditions or take do any of the actions things described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do take any of the things actions described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys the Company and its representatives regarding the transactions contemplated by the Synopsys this Agreement).

Absence of Certain Changes. Since March 31June 30, 2001 (the "Company Balance Sheet Date"), the Company has conducted its business in the ordinary course consistent with past practice and 2018 there has not occurred: (i) occurred any changeevent, event change or condition (whether circumstance that, individually or not covered by insurance) that in the aggregate, has resulted in, had or could would reasonably be expected to result in, have a Company Material Adverse Effect; . Except as set forth on Schedule ‎4.07, since June 30, 2018 there has not been any: (iia) damage or destruction affecting any acquisitionportion of the material Assets or properties of the Company; (b) change in the Company’s accounting policies, procedures or methodologies; (c) sale or transfer of any material asset tangible or intangible Asset of the Company, except in the Ordinary Course of Business; (d) mortgage, pledge or imposition of any Encumbrances (except for Permitted Encumbrances) on any Asset of the Company; (e) declaration or payment of any dividend or distribution in respect of any Equity Securities of the Company or, directly or indirectly, any of its Subsidiaries purchase, redemption, issuance, or other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods acquisition or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation disposition by the Company of any of its their respective Equity Securities; (f) increase in the salary, benefits or other compensation payable to any of its Subsidiaries' assets; (iv) any declaration, setting asidethe employees or consultants or officers or directors of the Company, or payment of a dividend commitment to pay any bonus or other distribution with respect additional salary, benefits or compensation to any of the shares employees or consultants or officers or directors of the Company, or any direct entry into, grant, adoption, amendment or indirect redemptiontermination of any Employee Plan in any manner, purchase except as otherwise required by Law; (g) incurrence of any capital expenditure, obligation or other liability in connection therewith by the Company other than in the Ordinary Course of Business not in excess of $25,000; (h) acquisition by the Company of a Person (including by merger, consolidation or stock purchase), or any acquisition of its shares a substantial portion of capital stock the Assets of any business of any other than the purchase of unvested shares upon employment Person; (i) discharge or service termination; (v) any entering into satisfaction by the Company or any of its Subsidiaries of any material contract Encumbrance or agreementmaterial liability, other than Liabilities discharged or satisfied in the Ordinary Course of Business; (j) amendment to the Governing Documents of the Company; (k) incurrence, assumption or prepayment of any material Debt by the Company, including long term Debt or the issuance of any debt securities; (l) assumption, guarantee, endorsement or otherwise becoming liable or responsible, whether directly, contingently or otherwise, by the Company for the Debt of any other Person; (m) making of any loans, advances or capital contributions to or investments in any other Person by the Company; (n) entry into, amendment or termination of, other than in or waiver of any rights under, any Material Contract; (o) initiation, settlement or compromise by or against the ordinary course Company of businessany pending or threatened Proceeding; (p) making, changing or default rescinding by the Company of any election relating to Taxes, settlement or any of its Subsidiaries under, any material contract or agreement to which compromise by the Company or of any of its Subsidiaries is a party or by which it is bound (orclaim, to the Knowledge of the Companyaction, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payablesuit, litigation, Proceeding, arbitration, investigation, or audit controversy relating to become payableTaxes, consent by the Company to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, filing by the Company of any Tax Return, amendment of any Tax Return by the Company or making by the Company of any change to any of its directors, consultants respective methods of accounting in respect of Taxes; (q) excess sales of inventory or employees, other than pursuant return privileges granted to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any customer of the actions Company with respect thereto (whether explicitly or through favorable concessions granted to the customer); or (r) agreement or commitment entered into by the Company to do any act described in the preceding clauses (ia) through (viiq) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)above.

Absence of Certain Changes. Since March January 31, 2001 1999 (the "Company Online Balance Sheet Date"), the Company Online has conducted its business in the ordinary course consistent with past practice and there has not occurredoccurred except as otherwise disclosed in the Online SEC Documents: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or could would reasonably be expected to result in, a Company Material Adverse EffectEffect on Online; (ii) any acquisition, sale or transfer of any material asset of the Company Online or any of its Subsidiaries subsidiaries other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Online or any revaluation by the Company Online of any of its or any of its Subsidiariessubsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the CompanyOnline, or any direct or indirect redemption, purchase or other acquisition by the Company Online of any of its shares of capital stock other than the purchase of unvested shares upon employment or service terminationstock; (v) any entering material contract entered into by the Company Online or any of its Subsidiaries subsidiaries, other than in the ordinary course of any material contract or agreementbusiness and as provided to Omega, or any material amendment or termination of, other than in the ordinary course of business, or material default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company Online or any of its Subsidiaries subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto)bound; (vi) any amendment or change to the Certificate Articles of Incorporation or BylawsBylaws of Online; or (vii) any material increase in or material modification of the compensation or benefits payable, payable or to become payable, payable by the Company Online to any of its directors, consultants officers or employees, employees except in the case of employees (other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are officers) increases in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31; (viii) any material change in the interest rate risk management and hedging policies, 2001 to effect procedures or practices of Online or any changes, eventsof its subsidiaries, or conditions any failure to comply with such policies, procedures and practices; or take (ix) any negotiation or agreement by Online or any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations its subsidiaries to do any of the things described in the preceding clauses (i) through (viiviii) (other than negotiations with Synopsys Omega and its representatives regarding the transactions contemplated by the Synopsys this Agreement).

Absence of Certain Changes. Since March December 31, 2001 (the "Company Balance Sheet Date")1999, the Company has conducted its business in the ordinary course a manner consistent with past practice and there has not occurred: been any: (ia) any change, event or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Company Material Adverse Effect; Effect experienced by the Company; (iib) any acquisition, sale or transfer of any material asset of transactions by the Company or any of its Subsidiaries other than in outside the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by of the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; , except for the transactions contemplated by this Agreement; (ivc) any declaration, setting aside, declaration or payment of a any dividend or other any distribution with in respect to the shares of the Company, capital stock of the Company or its Subsidiaries or any direct or indirect redemption, purchase or other acquisition of any such stock by the Company; (d) payments or distributions, other than normal salaries, to the Stockholders as such or, except for transactions in the ordinary course of business upon commercially reasonable terms; (e) sale, lease, transfer or assignment of material assets, tangible or intangible, of the Company or its Subsidiaries other than for a fair consideration in the ordinary course of business and other than the disposition of obsolete or unusable property; (f) capital expenditure (or series of related capital expenditures) by the Company or its Subsidiaries either involving more than $50,000 (unless such expenditure is identified in the current business plan of the Company or its Subsidiary) or outside the ordinary course of business; (g) material damage, destruction, or loss (whether or not covered by insurance) from fire or other casualty to the tangible property of the Company or its Subsidiaries; (h) material increase in the base salary of any officer or employee of the Company or its Subsidiaries, or adoption, amendment, modification or termination of any bonus, profit-sharing, incentive, severance, or other similar plan for the benefit of any of directors, officers or employees of the Company or its shares Subsidiaries except as consistent with past practices; (i) change by the Company or any of capital stock its Subsidiaries in accounting methods, principles or practices, other than the purchase of unvested shares upon employment or service termination; as may be required by GAAP, which change has been consistently applied; (vj) any entering into revaluation by the Company or any of its Subsidiaries of any material contract of assets, including, without limitation, writing down the value of deferred tax assets or agreement, writing off notes or any material amendment or termination of, accounts receivable other than in the ordinary course of businessbusiness and other than as may be required by GAAP, which revaluation has been consistently applied; (k) labor dispute or charge of unfair labor practice which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, or default any activity or proceeding by a labor union or representative thereof to organize any employee of the Company or any of its Subsidiaries under, or any material contract campaign being conducted to solicit authorization from employees to be represented by such labor union; (l) action or agreement event that would have required the consent of Parent pursuant to which Section 6.1 had such action or event occurred after the date of this Agreement; or (m) any binding commitment relating to any of the foregoing entered into by the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)Subsidiaries.

Absence of Certain Changes. (i) Since March 31July 19, 2001 2012 through the date of this Agreement: (the "Company Balance Sheet Date"), A) the Company has and its Subsidiaries have conducted its business their respective businesses only in, and have not engaged in any material transaction other than in accordance with, the ordinary course of such businesses consistent with past practice and practices; (B) there has not occurred: (i) been any changematerial damage, event destruction or condition (other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance; (C) that there has resulted innot been any declaration, accrual, setting aside or could reasonably be expected to result in, a Company Material Adverse Effect; (ii) any acquisition, sale or transfer payment of any material asset dividend or other distribution with respect to any shares of capital stock of the Company or any of its Subsidiaries (except for dividends or other than distributions by any direct or indirect wholly-owned Subsidiary to the Company or to any wholly-owned Subsidiary of the Company), or any repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its Subsidiaries; (D) there has not been any material change in any method of accounting or accounting practice or internal controls (including internal controls over financial reporting) by the Company or any of its Subsidiaries, except insofar as may have been required by a change in GAAP or SEC rules and regulations; (E) there has not been (x) except in connection with the consummation of the Company’s initial public offering, any (1) increase in the compensation payable or to become payable to the officers or employees of the Company or its Subsidiaries or (2) payment to any director or officer of the Company or its Subsidiaries of any material bonus, made to any director or officer of the Company or its Subsidiaries of any material profit-sharing or similar payment, or grant to any director or officer of the Company or its Subsidiaries of any rights to receive severance, termination, retention or Tax gross-up compensation or benefits (in any case, except for increases in the ordinary course of business and consistent with past practice; ) or (iiiy) any change in accounting methods establishment, adoption, entry into or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company amendment of any of its or any of its Subsidiaries' assets; (iv) any declarationcollective bargaining, setting asidebonus, or payment of a dividend profit sharing, thrift, compensation, employment, termination, severance or other distribution with respect to plan, agreement, trust, fund, policy or arrangement for the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company benefit of any of its shares of capital stock other than the purchase of unvested shares upon employment director, officer or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination ofemployee, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, RSUs granted to the Knowledge Company’s board of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase directors in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent compliance with the Company's past practices. The Company Stock Plans in effect on the date of this Agreement; and (F) there has not agreed since March 31, 2001 to effect been any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations agreement to do any of the things described foregoing. (ii) Since July 19, 2012, there has not been any change in the preceding clauses (i) through (vii) (other than negotiations with Synopsys financial condition, business or results of operations of the Company and its representatives regarding Subsidiaries or any event, change, effect or occurrence which, individually or in the transactions contemplated by the Synopsys Agreement)aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

Absence of Certain Changes. Since March Except as set forth in Section 3.01(i) of the Company Disclosure Schedule, since December 31, 2001 (2015 until the "Company Balance Sheet Date")date hereof, the Company has conducted and its business in the ordinary course consistent with past practice and there has not occurred: Subsidiaries have not: (i) suffered any changeevent, event occurrence or condition development that would constitute a Material Adverse Effect; (ii) effected any merger, consolidation, amalgamation, scheme of arrangement or other business combination with or into any other Person; (iii) suffered any damage, destruction or loss, whether or not covered by insurance, in an amount in excess of $750,000; (iv) that has resulted in, granted or could reasonably be expected agreed to result in, a Company Material Adverse Effect; (ii) make any acquisition, sale increase in the compensation payable or transfer of any material asset of to become payable by the Company or any of its Subsidiaries to any officer or employee, except for normal raises for nonexecutive personnel made in the ordinary course of business that are usual and normal in amount; (v) incurred any material liabilities that would be required by GAAP to be reflected on the face of the balance sheet, other than (A) liabilities incurred in the ordinary course of business and consistent with past practice; (iiiB) liabilities which in the aggregate do not exceed $750,000; (vi) made any change in the accounting methods or practices (including it follows, whether for general financial or Tax purposes, or any change in depreciation or amortization policies or rates) by the Company rates adopted therein, or made any material Tax election or any revaluation by the Company settlement or compromise of any of its material Tax liability; (vii) declared, set aside or made any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or distribution of cash or other distribution with respect property to the shares of the Company, its shareholders or declared or agreed to any direct or indirect redemption, retirement, purchase or other acquisition any shares of the capital stock of the Company or any Subsidiary of the Company; (viii) made or announced any redemption, repurchase or other acquisition of any equity securities of the Company or its Subsidiaries by the Company or its Subsidiaries (other than repurchase of Common Shares to satisfy obligations under any share incentive plan or other similar plans or arrangements including the withholding of its shares of Common Shares in connection with the exercise of company options in accordance with the terms and conditions of such company options); (ix) issued any shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreementSubsidiaries, or any material amendment warrants, rights or termination of, other than in the ordinary course of businessoptions thereof, or default by entered into any commitment relating to the shares of capital stock of the Company or any of its Subsidiaries underSubsidiaries, except pursuant to the existing Company stock option plan; (x) commenced or settled any material contract or agreement to which Action involving the Company or any of its Subsidiaries is a party or by which it is bound may impose any material restrictions on the Company or its Subsidiaries or the conduct of their respective businesses; (or, to xi) adopted or proposed the Knowledge adoption of any change in the constitutional documents of the Company, by any other party thereto)Company or its Subsidiaries; or (vixii) any amendment agreed or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations committed to do any of the things acts described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)this Section.

Absence of Certain Changes. Since March 31, 2001 (Between the "Company Interim Balance Sheet Date"Date and the date of this Agreement, except as set forth in Schedule 2.8(a), the Company has conducted its business in the ordinary course consistent with past practice and there has not occurred: (i) any been no change, event or condition circumstance in or affecting the assets, property, financial affairs or Business of the Company that would reasonably be expected to have a Material Adverse Effect, whether or not covered by insurance, and except as set forth in Schedule 2.8(b), other than in the Ordinary Course of Business, there has been no: (a) incurrence of any indebtedness for borrowed money, or cancellation or modification of any material debt or claim owing to, or waiver of any material right of, the Company; (b) purchase, sale, lease, license or other disposition of, or creation of any Lien (other than Permitted Liens) on, any properties or assets of or by the Company, with a value, individually in excess of $25,000 or in the aggregate in excess of $50,000, other than in the Ordinary Course of Business; (c) (i) declaration, setting aside or payment of any non-cash dividend or distribution by the Company or the making of any other non-cash distribution in respect of any shares of the Company Stock, (ii) split, combination or reclassification of any Company Security, or (iii) issuance or authorization of the issuance of any Company Security or any Purchase Right in respect thereof (other than pursuant to Company Options); (d) other than as required by Law or pursuant to a Company Benefit Plan or other agreement, change in the rate of compensation paid or payable by the Company to any of its Employees or individual independent contractors, or any loans or advances made by the Company to any of its Securityholders, independent contractors or Employees, except, in each case, for normal compensation and expense allowances payable in the Ordinary Course of Business; 27 (e) material employee terminations, redundancies and/or layoffs; (f) work stoppage or labor strike, works council formation or written notice of any material action, suit, claim, demand, labor dispute or grievance relating to any labor, employment and/or safety matter involving the Company, including charges of wrongful dismissal or discharge, discrimination, wage and hour violations, or other unlawful labor and/or employment practices or actions; (g) (i) granting of severance or termination pay or benefits to any Employee, individual consultant or individual contractor or entering into any agreement with respect thereto, except in the Ordinary Course of Business, (ii) adoption or amendment of any Change in Control Agreement or severance plan, or (iii) entering into any employment agreement or extension of any employment offer or agreement to pay any bonus or special remuneration to any Employee, except in the Ordinary Course of Business; (h) entering into of any Material Contract by the Company, any termination, extension, amendment or modification of the material terms of any Material Contract, by the Company, or any waiver, release or assignment of any material rights or claims thereunder, in each case except in the Ordinary Course of Business; (i) capital expenditure or capital commitment by the Company in any amount in excess of $25,000 in any individual case or $50,000 in the aggregate; (j) destruction of, damage to or loss of any material assets of the Company (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Company Material Adverse Effect); (iik) any acquisition(i) transfer, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation abandonment by the Company of any material Company Owned Intellectual Property (provided that the Company shall not be required prior to the Closing Date to make any filings, registrations or take any prosecution actions with respect to such Company Owned Intellectual Property that it would not take in the Ordinary Course of its Business) or the entering into of any license agreement (other than non-exclusive license agreements entered into by the Company in the Ordinary Course of Business that do not include any rights with respect to source code (except to the extent the relevant software is generally made available to customers or users in source code form)), distribution agreement (including any VAR, OEM or similar agreement), reseller agreement, security agreement, assignment or other conveyance, or option for any of its Subsidiaries' assets; the foregoing, with respect to material Company Owned Intellectual Property with any third party, (ivii) purchase or other acquisition of any declarationmaterial Intellectual Property or the entering into of any license agreement, setting asidedistribution agreement (including any VAR, OEM or similar agreement), reseller agreement, security agreement, assignment or other conveyance, or payment option for any of a dividend or other distribution the foregoing, with respect to the shares rights to material Intellectual Property of the Companyany third party (other than shrink wrap, click through or other licenses for commercially available software (including Open Source Materials)), or any direct (iii) material change in pricing or indirect redemptionroyalties set or charged for Company by third parties who have licensed rights to material Intellectual Property to the Company (other than shrink wrap, purchase click through or other acquisition licenses for commercially available software) or entering into, or amendment of, any agreement with respect to the development by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is Intellectual Property with a third party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreementordinary course Company Product configuration for customers).; 28

Absence of Certain Changes. Since March 31Except for transactions contemplated by the Transaction Agreements (including, 2001 (without limitation, transactions expressly permitted pursuant to Section 7.02 hereof), transactions with respect to which the "Company Balance Sheet Date")Investor shall have given its prior written consent, or transactions disclosed in the SEC Reports, on Schedule 3.09 hereto or in the Proposed Asset Sale Letter, from September 30, 1998 to the Initial Closing, the Company has and its Significant Subsidiaries have conducted its their business in the ordinary course consistent with past practice and usual course, and there has not occurred: been any of the following: (i) any changechange or amendment to the Certificate of Incorporation or Bylaws or the certificate or articles of incorporation, event bylaws or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Company Material Adverse Effect; other organizational documents of any Significant Subsidiaries of the Company; (ii) any acquisitionissuance or sale, sale or transfer any direct or indirect purchase, redemption or other acquisition of any material asset shares of their respective Equity Securities or any Derivative Securities by the Company or any of its Subsidiaries Significant Subsidiaries, other than pursuant to this Agreement, the Company Warrants or the Option Plans; (iii) any dividend or other distribution declared, set aside, paid or made with respect to their respective Equity Securities by the Company or any of its Significant Subsidiaries, except (x) dividends or other distributions made to the Company or to any Subsidiary of the Company and (y) dividends and distributions declared, set aside, paid or made by any joint venture in which the Company or any Significant Subsidiary owns an equity interest, which dividends and distributions were declared, set aside, paid or made in accordance with the organizational documents or related service agreements of such joint venture as in effect on the date of such payment; (iv) any acquisition or disposition of assets by the Company and its Subsidiaries having a fair value or for a purchase price in excess of $5,000,000, in the aggregate, other than acquisitions or dispositions made in the ordinary course of business and consistent with past practice; acquisitions or dispositions among the Company and its Subsidiaries or among such Subsidiaries; (iiiv) any change increase in accounting methods or practices (including any change excess of $5,000,000 in depreciation or amortization policies or rates) by the Indebtedness of the Company or any revaluation by and its Subsidiaries, taken as a whole, other than (x) advances to the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect pursuant to the shares revolving credit facility under the Credit Agreement in an amount not in excess of $60,000,000, in the aggregate, outstanding at any time and (y) changes in inter-company Indebtedness among the Company and its Subsidiaries or among Subsidiaries of the Company, which changes were permitted under the Credit Agreement (as in effect on the date hereof); (vi) any amendment of any mortgage, Lien, lease, Regulatory Approval, loan agreement, indenture or other agreement, instrument or document, which amendment is material to the Company and its Subsidiaries, taken as a whole; (vii) any default, event of default or breach (or any direct event which, with notice or indirect redemptionthe passage of time or both, purchase would constitute a default, event of default or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (vbreach) any entering into by the Company or any of its Subsidiaries of any credit, financing or other agreement or instrument relating to any Indebtedness (including, without limitation, the Credit Agreement or the Indenture), which default, event of default or breach is material contract to the Company and its Subsidiaries, taken as a whole; (viii) any damage, destruction, theft or agreementother casualty loss (whether or not covered by insurance) that is material to the Company and its Subsidiaries taken as a whole; (ix) any commitment, agreement or transaction entered into, amended, or terminated (or any waiver of any rights or remedies under any of the foregoing) by the Company or any of its Subsidiaries (including any agreement with respect to any ongoing or threatened litigation) that is material amendment or termination ofto the Company and its Subsidiaries, taken as a whole, other than in the ordinary course of business; (x) any entry into or amendment of any material employment, severance, compensation, consulting, retention, change of control or similar agreement with, or default any material increase in the compensation or benefits payable or to become payable by the Company or any of its Subsidiaries underto, any material contract or agreement to which employee of the Company or any of its Subsidiaries is a party (other than agreements terminable without penalty or similar payment by which it is bound (orthe Company or such Subsidiary, to as the Knowledge of the Companycase may be, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase on not more than 30 days' notice and increases in or modification of the compensation or benefits payable, payable or to become payable, by the Company payable to any of its directors, consultants or employees, employees (other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are directors or officers) in the ordinary course of business and consistent with past practice); (xi) any change in the Company's past practices. The financial accounting methods, principles or practices of the Company has not agreed since March 31and its Subsidiaries for financial accounting purposes, 2001 except as required by GAAP or applicable Law; (xii) any adoption of any agreement or understanding with respect to effect any changesControl Transaction, eventsmerger, consolidation or other reorganization with respect to the Company or any of its Significant Subsidiaries, or conditions any adoption of any plan, agreement or take arrangement with respect to, or resolutions providing for, the liquidation or dissolution of the Company or any of its Significant Subsidiaries; (xiii) any settlement or compromise of any Proceeding other than those in which the actions described amount paid (to the extent not reimbursed with the proceeds of any Policy) does not exceed $2,000,000; (xiv) any change, condition, occurrence, circumstance or other event that, individually or in the preceding clauses aggregate, has had or is reasonably likely to have a Material Adverse Effect; or (ixv) through (vii) and is not currently involved in any negotiations commitment or agreement to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated foregoing, except as otherwise required or expressly permitted by the Synopsys this Agreement).

Absence of Certain Changes. Since March 31Except as set forth in the Company Disclosure Schedule, 2001 (the "Company Balance Sheet Date")since September 30, 2003, except as otherwise expressly contemplated by this Agreement, the Company has and each Company Subsidiary have conducted its their business in the ordinary course consistent with past practice and there has not occurredbeen: (ia) any changedamage, event destruction or condition loss (whether or not covered by insurance) affecting the business, properties or assets of the Company or any Company Subsidiary that has resulted inhad, or could would be reasonably be expected likely to result inhave, individually or in the aggregate, a Company Material Adverse Effect; (iib) any acquisitionchange by the Company in its accounting methods, principles or practice (other than changes required by GAAP); (c) other than in the ordinary course of business consistent with past practice, any sale or transfer of any a material asset amount of assets of the Company and the Company Subsidiaries; (d) any material Tax election, any material change in method of accounting with respect to Taxes or any compromise or settlement of any proceeding with respect to any material Tax liability; (e) any change in the financial condition, results of operations or business of the Company and any of the Company Subsidiaries that has had, or would be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect; (f) any revaluation by the Company of any of its assets in any material respect; (g) any declaration, setting aside or payment of any dividends or distributions in respect of shares of Company Common Stock or any redemption, purchase or other acquisition of any of its securities or any of its Subsidiaries the securities of any Company Subsidiary; (h) any increase in the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee or director from the amount thereof in effect as of January 1, 2003 (which amounts have been previously disclosed to Manpower), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay, or paid any bonus (other than salary increases not to executive officers or bonuses paid to executive officers and other employees in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (viii) any increase in action, event, occurrence, development or modification state of the compensation circumstances or benefits payablefacts that has had, or would be reasonably likely to become payablehave, by the Company to any of its directors, consultants individually or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The aggregate, a Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)Material Adverse Effect.

Absence of Certain Changes. Since March 31Except as disclosed in Section 3.13 of the Company Disclosure Schedule, 2001 (since the "Company Balance Sheet Date"), Date the business of the Company and its Subsidiary has been conducted its business only in the ordinary course consistent with past practice Ordinary Course of Business, and there has have not occurred: been (ia) any change, event events or condition (whether changes that have resulted in or not covered by insurance) that has resulted in, or could would reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse EffectEffect (as defined below); (iib) any acquisitiondeclaration, sale setting aside or transfer payment of any dividend or other distribution (whether in cash, stock or property) with respect to the equity interests of the Company; or (c) any change by the Company or its Subsidiary in accounting principles, practices, policies or methods (including with respect to reserves), (d) any amendment to the Organizational Documents of the Company or its Subsidiary; (e) any transaction with, or for the benefit of, any Shareholder, Member of the Immediate Family of any Shareholder (if applicable) or any Affiliate of any of the foregoing Persons (other than payments of wages and salaries made to officers, directors and employees in the Ordinary Course of Business); (f) any material loss, destruction or damage (in each case, whether or not insured) affecting the Company or any material asset of the Company or its Subsidiary; (g) any of its Subsidiaries increase in the compensation payable or paid, whether conditionally or otherwise, to any employee, consultant or agent other than in the ordinary course Ordinary Course of business and consistent with past practiceBusiness, any director or officer or any Shareholder or any Affiliate of any Shareholder; (iiih) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) agreement by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations Subsidiary to do any of the things described referred to elsewhere in the preceding clauses this Section 3.13, (i) through neither the Company nor its Subsidiary has become liable in respect of any guarantee or has incurred, assumed or otherwise become liable in respect of any Debt, except for borrowings in the Ordinary Course of Business under credit facilities in existence as of the Balance Sheet Date; or (viij) (neither the Company nor its Subsidiary has permitted any of its assets to become subject to a Lien other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)a Permitted Lien.

Absence of Certain Changes. (a) Since March 31, 2001 (the "Company Balance Sheet Date"), there has not been a Material Adverse Effect. (b) From the Balance Sheet Date to the date of hereof, except as expressly provided in this Agreement, each Group Company has conducted its business businesses in the ordinary course consistent with past practice practices and there has not occurred: been: (i) any changechange in the contingent obligations of any Group Company by way of guarantee, event endorsement, indemnity, warranty or condition otherwise, individually in excess of US$200,000 or in excess of US$500,000 in the aggregate; (ii) any damage, destruction or loss of any material property or asset, whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Company Material Adverse Effect; ; (iiiii) any acquisition, sale waiver by any Group Company of a valuable right or transfer claim or cancellation or waiver of a material debt; (iv) any satisfaction or discharge of any material asset Lien or payment of the Company any obligation by any Group Company, except such satisfaction, discharge or any of its Subsidiaries other than payment made in the ordinary course of business and that does not constitute or result in, in the aggregate, a Material Adverse Effect; (v) any change, amendment to or termination of a Material Contract or arrangement by which any Group Company or any of its assets or properties is bound or subject; (vi) any material transactions with any of directors or employees, or any members of their immediate families of any Group Company, or any entity controlled by any of such individuals; (vii) any entry into arrangements or any plans to enter into arrangements to (A) terminate, establish, adopt, enter into, make any new awards of benefits under, amend or otherwise materially modify any Employee Benefit Plan, or increase the salary, wage, bonus or other compensation of any directors, officers, employees or individual consultants of any Group Company, except for (x) base salary increases for non-officer employees with an aggregate annual compensation of less than or equal to RMB500,000, in the ordinary course of business consistent with past practice, or (y) actions required by Law; (iiiB) increase the coverage or benefits available under any severance pay, termination pay, vacation pay, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other Employee Benefit Plan; (C) grant any equity or equity-based award; (D) accelerate the payment, right to payment or vesting of any material compensation or benefits, including any outstanding equity-based awards, other than as expressly provided in this Agreement or the other Transaction Documents; (E) hire any executive employees; or (F) loan or advance any money or property to any current or former employee or director; (viii) any change in accounting methods resignation or practices termination of any Key Officers; (ix) any disposition, transfer, expiration or lapse of material assets of such Group Company, including any change in depreciation license, assignment or amortization policies or rates) by the Company or any revaluation by the Company transfer of any material Proprietary Assets of its any Group Company (other than non-exclusive licenses of Proprietary Assets granted in the ordinary course of business consistent with past practices); (x) any mortgage, pledge, transfer of a security interest in, or Lien created by any Group Company, with respect to any of its Subsidiaries' such Group Company’s properties or assets; , individually in excess of US$200,000 or in excess of US$500,000 in the aggregate, except for liens for taxes not yet due or payable; (ivxi) any debt, obligation, or liability incurred, assumed or guaranteed by any Group Company individually in excess of US$200,000 or in excess of US$500,000 in the aggregate; (xii) any declaration, setting aside, aside or payment of a any dividend or other distribution with in respect to the shares of the any of Group Company’s Equity Securities or registered capital, or any direct or indirect redemption, purchase or other acquisition by the any Group Company of any Equity Securities of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; any Group Company; (vxiii) any capital expenditures made by any Group Company individually in excess of US$200,000 or in excess of US$500,000 in the aggregate; (xiv) any acquisitions of material assets by any Group Company; (xv) any acquisitions of Equity Securities of any Person or the whole or any substantial part of the undertaking, assets or business of any other Person or entering into any joint venture or partnership with any other Person, by the any Group Company; (xvi) any formation of any Subsidiary by any Group Company; (xvii) any issuances or sales of Equity Securities of any Group Company or any of its Subsidiaries share splits, reclassifications, share dividends, share combinations or other recapitalizations of any material contract Equity Securities of any Group Company; (xviii) any merger, consolidation, recapitalization, reorganization, share exchange, liquidation or agreement, winding up or similar transactions involving any material amendment Group Company; (xix) any change in accounting policy or termination of, other than in the ordinary course methods or Tax elections of business, any Group Company; (xx) any agreement or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, commitment by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Group Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things items described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)this Section 3.13.

Absence of Certain Changes. Since March 31Prior to the Closing, 2001 except as expressly permitted or contemplated hereby, ACCI will not, without WSBI's or DeBaux's prior express written consent, cause WSBI to: (the "Company Balance Sheet Date"), the Company has conducted its business in the ordinary course consistent with past practice and there has not occurred: (ia) Incur any change, event or condition (whether or not covered by insurance) that has resulted inadditional indebtedness for money borrowed, or could reasonably be expected to result in, a Company Material Adverse Effect; (ii) guarantee any acquisition, sale indebtedness or transfer obligation of any material asset of the Company or any of its Subsidiaries other party other than in the ordinary normal course of business and consistent with past practice; business; (iiib) Set aside or pay any change in accounting methods dividend or practices (including any change in depreciation distribution of assets to, or amortization policies or rates) by the Company or any revaluation by the Company of repurchase any of its or stock from, any of its Subsidiaries' assets; shareholders, (ivc) Issue any declarationcapital stock or securities convertible into capital stock or grant or issue any options, setting aside, warrants or payment of a dividend rights to subscribe for its capital stock or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of securities convertible into its shares of capital stock other than the purchase issuance of unvested up to 12,000,000 shares upon of common stock in the raising of the additional capital prior to the Closing of Five Hundred Thousand Dollars ($500,000.00) as provided in Section 5.4 hereof; (d) Enter into, amend or terminate any employment agreement or service termination; any agreement or arrangement which, if in effect on the date hereof, would be required to be disclosed; (ve) any entering into Extraordinarily increase the compensation payable or to become payable by the Company or ACCI to any of its Subsidiaries officers, employees or agents above the amount payable, or adopt or amend any employee benefit plan or arrangement; (f) Acquire or dispose of any material contract properties or agreement, assets used in its business; (g) Waive any statute of limitations so as to extend any tax or other liability of ACCI; (h) Permit any material amendment change in the nature of the business of WSBI or termination ofthe manner in which the ACCI books and records are maintained; (i) Create or suffer to be imposed any lien, mortgage, security interest or other than charge on or against its properties or assets, except for purchase money security interests incurred in the ordinary course of business; (j) Enter into, amend or default by the Company terminate any lease of real or any of personal property; (k) Amend its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate Articles of Incorporation or Bylaws; or (l) Engage in any activities or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in transactions outside the ordinary course of its business and consistent with as conducted at the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)date hereof.

Absence of Certain Changes. (a) Since March December 31, 2001 2007, (the "Company Balance Sheet Date"), i) the Company has and its Subsidiaries have conducted its their respective business only in the ordinary course consistent with past practice in all material respects, and (ii) there has not occurred: (i) occurred or continued to exist any event, change, event occurrence, effect, fact, circumstance or condition (whether which, individually or not covered by insurance) that in the aggregate, has resulted inhad, or could is reasonably be expected likely to have or result in, a Company Material Adverse Effect; Effect on the Company. (iib) any acquisitionSince December 31, sale or transfer 2007 to the date of any material asset of this Agreement, neither the Company or nor any of its Subsidiaries has (i) (A) increased or agreed to increase the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any officer, employee or director from the amount thereof in effect as of December 31, 2007 other than in the ordinary course of business and consistent with past practice; practices, (iiiB) any change except as set forth in accounting methods or practices (including any change in depreciation or amortization policies or ratesSection 3.7(b) by of the Company or Disclosure Letter, granted any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment severance or termination of, pay or entered into any contract to make or grant any severance or termination pay (other than in the ordinary course of businessbusiness substantially consistent with past practices or pursuant to pre-existing plans or arrangements), (C) entered into or default by the Company or made any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company loans to any of its directorsofficers, consultants directors or employees, other than employees or made any change in its borrowing or lending arrangements for or on behalf of any of such Persons whether pursuant to scheduled annual performance reviewsan employee benefit plan or otherwise (except for loans pursuant to the terms of the Company’s or its affiliates’ retirement plans and routine travel advances), provided that or (D) adopted or amended any resulting modifications are new or existing Company Benefit Plan, (ii) declared, set aside or paid any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company’s capital stock, (iii) effected or authorized any split, combination or reclassification of any of the Company’s capital stock or any issuance thereof or issued any other securities in respect of, in lieu of or in substitution for shares of the Company’s capital stock, except for issuances of Company Common Stock (1) upon the exercise of Company Options or vesting of Company Awards, in each case in accordance with their terms at the time of exercise or (2) in connection with recruitment activities in the ordinary course of business and consistent with past practice, (iv) changed in any material respect, or has knowledge of any reason that would have required or would require changing in any material respect, any accounting methods (or underlying assumptions), principles or practices of the Company's Company or its Subsidiaries, including any material reserving, renewal or residual method, practice or policy, except as required by GAAP or by applicable Law, (v) made any material Tax election or settled or compromised any material income Tax liability, (vi) made any material change in the policies and procedures of the Company or its Subsidiaries in connection with trading activities, (vii) sold, leased, exchanged, transferred or otherwise disposed of any material Company Asset other than in the ordinary course of business consistent with past practices. The Company has not agreed since March 31, 2001 to effect any changes, events(viii) revalued, or conditions has knowledge of any reason that would have required or take would require revaluing, any of the actions described Company Assets in any material respect, including writing down the value of any of the Company Assets or writing off notes or accounts receivable other than in the preceding clauses ordinary course of business consistent with past practices, or (iix) through made any agreement or commitment (viicontingent or otherwise) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)foregoing.

Absence of Certain Changes. Since March Except as set forth in the Company SEC Documents or on Schedule 3.6 of the Company Disclosure Schedule, since December 31, 2001 2006 (the "“Company Balance Sheet Date"”), through the date of this Agreement, (i) the Company has and each of its Subsidiaries have conducted its business their respective businesses in the ordinary course of business consistent with past practice and (ii) there has not occurred: (iA) any change, event or condition (whether or not covered by insurance) that has resulted in, or could might reasonably be expected to result in, a Company Material Adverse Effect; , (iiB) any acquisition, sale sale, or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business and consistent with past practice; Subsidiaries, (iiiC) any material change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; , (ivD) any declaration, setting aside, aside or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company or any of its Subsidiaries of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; stock, respectively, (vE) any entering Material Contract entered into by the Company or any of its Subsidiaries of any material contract or agreementSubsidiaries, other than as provided to Parent, or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material Material Contract (or contract or agreement to which the Company or any of its Subsidiaries is that, but for such termination, would be a party or by which it is bound Material Contract), (or, to the Knowledge of the Company, by any other party thereto); (viF) any amendment or change to the Company Articles or the Certificate of Incorporation or Bylaws; or of any of its Subsidiaries, (viiG) any increase in or modification of the compensation or benefits payable, payable or to become payable, payable by the Company or any of its Subsidiaries to any of its their respective directors, employees or consultants or employeesother than, other than pursuant with respect to scheduled annual performance reviewsnon-officer employees and consultants only, provided that any resulting modifications are increases in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, eventspractice, or conditions (H) any agreement by the Company or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations its Subsidiaries to do any of the things described in the preceding clauses (iA) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys AgreementG).

Absence of Certain Changes. Since March 31, 2001 (the "Company Balance Sheet Date")Date and, other than with respect to clause (a) below, prior to the date hereof, the Company and its Subsidiaries have conducted their respective businesses in the ordinary course, consistent with past practice, and there has conducted not been: (a) any event, occurrence or development which, individually or in the aggregate, would have a Material Adverse Effect on the Company; (b) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company (other than regular quarterly cash dividends payable by the Company in respect of the shares of Company Common Stock consistent with past practice), or any repurchase (other than repurchases of Company Common Stock which occurred subsequent to the Company Balance Sheet Date and prior to the date hereof), redemption or other acquisition by the Company or any of its business Significant Subsidiaries of any outstanding shares of their capital stock or any Company Convertible Securities or Company Subsidiary Convertible Securities (except (x) as required by the terms of any Company Stock Option, (y) in accordance with any dividend reinvestment plan as in effect on the date of this Agreement in the ordinary course of the operation of such plan consistent with past practice and there has not occurred: and/or (iz) as otherwise permitted by Section 5.1); (c) any change, event or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Company Material Adverse Effect; (ii) any acquisition, sale or transfer amendment of any material asset term of any outstanding security of the Company or any of its Subsidiaries other than in the ordinary course of business and consistent with past practice; Significant Subsidiaries; (iiid) any change in accounting methods transaction or practices commitment made, or any contract, agreement or settlement entered into, by (including any change in depreciation or amortization policies judgment, order or ratesdecree affecting) by the Company or any revaluation by of its Subsidiaries relating to its assets or business (including the Company acquisition or disposition of any material amount of its assets) or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into relinquishment by the Company or any of its Subsidiaries of any material contract or other right, in either case, material to the Company and its Subsidiaries taken as a whole, other than transactions, commitments, contracts, agreements or settlements (including without limitation settlements of litigation and tax proceedings) in the ordinary course of business consistent with past practice and those contemplated by this Agreement; (e) any change in any method of accounting or accounting practice (other than any change for tax purposes) by the Company or any of its Subsidiaries, except for any such change which is not material or which is required by reason of a concurrent change in GAAP; (f) any (i) grant of any severance or termination pay to (or amendment to any such existing arrangement with) any director, officer or employee of the Company or any of its Subsidiaries, (ii) entering into of any employment, deferred compensation, supplemental retirement or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any of its Subsidiaries, (iii) increase in, or accelerated vesting and/or payment of, benefits under any material amendment existing severance or termination ofpay policies or employment agreements or (iv) increase in or enhancement of any rights or features related to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any of its Subsidiaries, in each case, other than in the ordinary course of business, business consistent with past practice or default as permitted by the Company this Agreement; or (g) any material Tax election made or any of its Subsidiaries underchanged, any material contract or agreement to which the Company audit settled or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)material amended Tax Returns filed.

Absence of Certain Changes. Since March Except as set forth in the Disclosure Letter, since December 31, 2001 (the "Company Balance Sheet Date")1996, the Company has and its Subsidiaries have conducted its their business only in the ordinary course of such business consistent with past practice practices, and there has not occurred: been (i) any change, event events or condition (whether states of fact which individually or not covered by insurance) that has resulted in, or could reasonably be expected to result in, in the aggregate would have a Company Material Adverse Effect; (ii) any acquisitiondeclaration, sale setting aside or transfer payment of any dividend or other distribution with respect to its capital stock; (iii) any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iv) any material asset change in accounting principles, practices or methods; (v) any entry into any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries other than to, their respective directors, officers or employees, except for increases occurring in the ordinary course of business in accordance with their customary practices which do not exceed $500,000, in the aggregate, annually and consistent with past practiceemployment agreements entered into in the ordinary course of business which do not provide for annual compensation which exceeds $100,000, in the aggregate; (iiivi) any change increase in accounting methods the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases occurring in the ordinary course of business in accordance with its customary practices which do not exceed $1,000,000 in the aggregate; (including vii) any change in depreciation entry into any Contract or amortization policies or rates) transaction by the Company or any revaluation by Subsidiary or modification of any existing Contract which is material to the Company and its Subsidiaries taken as a whole whether or not in the ordinary course of any of its or any of its Subsidiaries' assetsbusiness; (ivviii) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into revaluation by the Company or any of its Subsidiaries of any material contract of their respective assets, including, without limitation, write-downs of inventory or agreement, or any material amendment or termination of, write-offs of accounts receivable other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylawsbusiness consistent with past practices; or (viiix) any increase in or modification of the compensation or benefits payable, or to become payable, action by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement).the

Absence of Certain Changes. Since Except as set forth in the Company’s SEC Documents or in Section 3.9 of the Company Disclosure Schedule, since March 31, 2001 (2003, the "Company Balance Sheet Date"), business of the Company has been conducted its business in the ordinary course consistent with past practice and there has not occurred: been any: (ia) any changeevent, event occurrence or condition (whether development of a state of circumstances or not covered by insurance) that has resulted infacts which would, individually or could reasonably be expected to result inin the aggregate, have a Company Material Adverse Effect; Effect on the Company; (iib) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, aside or payment of a any dividend or other distribution with respect to the any shares of capital stock of the Company, or any direct or indirect redemptionrepurchase, purchase redemption or other acquisition by the Company of any of its outstanding shares of capital stock or other securities of, or other ownership interests in, the Company, except for repurchases of Company Stock pursuant to the terms of any Company Options; (c) split, combination, re-classification of any Company Common Stock or any amendment of any term of any outstanding security of the Company; (d) incurrence, assumption or guarantee by the Company or the Company Subsidiaries of any indebtedness for borrowed money other than in the purchase of unvested shares upon employment ordinary course and in amounts and on terms consistent with past practices; (e) creation or service termination; (v) any entering into other incurrence by the Company or any of its the Company Subsidiaries of any material contract Lien on any asset other than in the ordinary course consistent with past practices; (f) making of any capital contribution to or agreementinvestment in, or any material amendment loan or advance to, any Person other than capital contributions to or investments in Company Subsidiaries, or loans or advances made in the ordinary course of the Company’s business consistent with past practices; (g) change in any method of accounting, method of tax accounting or accounting practice by the Company or any of the Company Subsidiaries, except for any such change that is consistent with GAAP or required by reason of a concurrent change in GAAP or rules promulgated by the SEC; (h) (i) grant of any severance or termination ofpay to any current or former director, officer or employee of the Company or any of the Company Subsidiaries, (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any current or former director, officer or employee of the Company or any of the Company Subsidiaries, (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements (other than in the ordinary course of business), (iv) increase in compensation, bonus or default by other benefits payable or otherwise made available to current or former directors, officers or employees of the Company or any of its the Company Subsidiaries under(other than in the ordinary course of business), or (v) establishment, adoption, or amendment (except as required by applicable Law), of any material contract collective bargaining, bonus, profit sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or agreement to which other Benefit Plan or arrangement covering any current or former director, officer or employee of the Company or any of its Subsidiaries is a party or by which it is bound the Company Subsidiaries; (i) labor dispute, other than routine individual grievances, or, to the Knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification employees of the compensation Company or benefits payable, or to become payable, by any of the Company Subsidiaries or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees; (j) tax election or any settlement of its directorstax liability, consultants in either case that has had a Material Adverse Effect on the Company; (k) asset acquisition or employeesexpenditure in excess of $100,000 individually or $250,000 in the aggregate; (l) payment, prepayment or discharge of any liability in excess of $100,000 individually other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business or any failure to pay any liability in excess of $100,000 individually when due (other than any liability being contested in good faith by the Company and consistent with for which adequate reserves have been established to the Company's past practices. The Company has not agreed since March 31extent required by GAAP); (m) creation, 2001 to effect any changes, eventstermination or amendment of, or conditions waiver of any material right under, any Contract of the Company or take any of the actions described Company Subsidiaries, except for the creation, termination or amendment of or waiver under any such Contract in the preceding clauses ordinary course of business or which would not, either individually or in the aggregate, have a Material Adverse Effect on the Company; (in) through damage, destruction or loss (viiwhether or not covered by insurance) and is not currently involved having, or reasonably expected to have, a Material Adverse Effect on the Company; (o) sale or other disposition of any material Asset of the Company other than in any negotiations the ordinary course of business; or (p) agreement or commitment to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)foregoing.

Absence of Certain Changes. Since March Except for transactions contemplated by the Transaction Agreements (including, for the period from the date hereof to the Closing, transactions expressly permitted pursuant to Section 7.02 hereof or with respect to which the Investor shall have given its written consent), or as disclosed in the SEC Reports, the Draft 1997 Statements or on Schedules 3.09 and 3.11 hereto, since December 31, 2001 (the "Company Balance Sheet Date"), 1997 the Company has and its Subsidiaries have conducted its their consolidated business in the ordinary course consistent with past practice and usual course, and there has not occurred: been any of the following: (i) any changechange or amendment to the certificate or articles of incorporation, event bylaws or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Company Material Adverse Effect; (ii) any acquisition, sale or transfer of any material asset other organizational documents of the Company or any of its Subsidiaries Subsidiaries; (ii) any issuance or sale or purchase or redemption of any shares of their respective Equity Securities or of any Derivative Securities, other than in pursuant to this Agreement, the ordinary course of business Option Plans and consistent with past practice; the CEO Agreement; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution declared, set aside, paid or made with respect to the shares of the Company, their respective Equity Securities or any direct or indirect redemption, purchase or other acquisition of such Equity Securities by the Company of or any of its shares Subsidiaries, except dividends or other distributions made to the Company or to any Wholly-Owned Subsidiary of capital stock the Company; (iv) any acquisition or disposition of assets by the Company and its Subsidiaries having a fair value or for a purchase price in excess of $5,000,000, in the aggregate, other than acquisitions or dispositions made in the purchase ordinary course of unvested shares upon employment business (including acquisitions and dispositions by Subsidiaries of the Company of investment securities of any Person, provided the Company and its Subsidiaries Beneficially Own (and, after giving effect to such transactions would Beneficially Own), in the aggregate, less than 5% of the Voting Power of the Voting Securities of such Person) and acquisitions or service termination; dispositions among the Company and its Wholly-Owned Subsidiaries or among such Wholly-Owned Subsidiaries; (v) except for borrowings under the Bridge Agreement up to $200,000,000, any entering into increase in excess of $10,000,000 in the Indebtedness of the Company and its Subsidiaries, taken as a whole, other than repayments at stated maturity and any change in intra-Company Indebtedness among the Company and its Wholly-Owned Subsidiaries or among such Wholly-Owned Subsidiaries; (vi) except pursuant to the Bridge Agreement and related instruments, any material amendment of any mortgage, Lien, lease, agreement, Regulatory Approval, loan agreement, indenture or other instrument or document; (vii) any default, event of default or breach (or any event which, with notice or the passage of time or both, would constitute a default, event of default or breach) by the Company or any of its Subsidiaries of any credit, financing or other agreement or instrument relating to any material contract Indebtedness; (viii) any material damage, destruction, theft or agreementother casualty loss (whether or not covered by insurance); (ix) except pursuant to the Bridge Agreement, any material commitment, agreement or transaction entered into, amended, or terminated (or any material amendment waiver of any rights or termination ofremedies under any of the foregoing) by the Company or any of its Subsidiaries (including any agreement with respect to any ongoing or threatened litigation), other than in the ordinary course of business; (x) any entry into or amendment of any material employment or severance compensation agreement or consulting or similar agreement with, or default any material increase in the compensation or benefits payable or to become payable by the Company or any of its Subsidiaries under, to any material contract or agreement to which employee of the Company or any of its Subsidiaries is a party (other than agreements terminable without penalty or similar payment by which it is bound (orthe Company or such Subsidiary, to as the Knowledge of the Companycase may be, by on not more than 30 days' notice and any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase increases in or modification of the compensation or benefits payable, payable or to become payable, by the Company payable to any of its directors, consultants or employees, employees (other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are directors or officers) in the ordinary course of business business); (xi) any change in the financial accounting methods, principles or practices of the Company and consistent its Subsidiaries for financial accounting purposes, taken as a whole, except as required by GAAP or applicable law; (xii) any adoption of a plan of or any agreement or arrangement with respect to or resolutions providing for the Company's past practices. The liquidation, dissolution, merger, consolidation or other reorganization of the Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of its Significant Subsidiaries; (xiii) any settlement or compromise of any Proceeding other than those in which the actions described amount paid does not exceed $5,000,000 individually or in the preceding clauses aggregate; (ixiv) through any change, condition, occurrence, circumstance or other event that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect; or (viixv) and is not currently involved in any negotiations commitment or agreement to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated foregoing, except as otherwise required or expressly permitted by the Synopsys this Agreement).

Absence of Certain Changes. Since March 31, 2001 (the "Company date of the Most Recent Balance Sheet Date")and subject to changes resulting from the transactions contemplated in this Agreement, the Company has conducted its business in the ordinary course consistent with past practice and there has not occurred: been: (i) any changematerial change in the assets, event or condition (whether or not covered by insurance) that has resulted inliabilities, business, or could reasonably be expected to result inprospects of the Sellers or the Seller Subsidiary or in its or their relationships with suppliers, a Company Material Adverse Effect; customers, or other Persons with which it or they do business; (ii) any acquisition, sale change in the sales or transfer of any material asset income of the Company Sellers or any of its Subsidiaries other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination ofSeller Subsidiary, other than in the ordinary course of business, ; (iii) any acquisition or default disposition by the Company Sellers or the Seller Subsidiary of any material asset or property, unless agreed to by Astris and Buyer; (iv) any damage, destruction or loss, whether or not covered by insurance; (v) any declaration, setting aside or payment of any dividend or any other distributions in respect of its Subsidiaries under, any material contract shares of capital stock or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge other equity interest of the Company, by any other party thereto); Sellers or the Seller Subsidiary; (vi) any amendment issuance of any shares of the capital stock or change to other equity interest of the Certificate Sellers or the Seller Subsidiary or any direct or indirect redemption, purchase, or other acquisition by the Sellers or the Seller Subsidiary of Incorporation any such capital stock or Bylaws; or other equity interest, save and except for the issuance of the Note; (vii) any increase in or modification loss of the compensation services of any officer or key employee or consultant, or any increase or enhancement in the compensation, pension, or other benefits payable, payable or to become payable, payable by the Company Sellers or the Seller Subsidiary to any of its directorstheir respective officers or key employees or consultants, consultants or employeesany bonus payments or arrangements made to or with any of them; (viii) any forgiveness or cancellation of any debt or claim by the Sellers or the Seller Subsidiary or any waiver of any right of material value; (ix) any entry by the Sellers or the Seller Subsidiary into any transaction with any Affiliates; (x) any incurrence by the Sellers or the Seller Subsidiary of any obligations or liabilities, whether absolute, accrued, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others), other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are obligations and liabilities incurred in the ordinary course of business and consistent with Persons other than Affiliates of the Company's past practices. The Company has not agreed since March 31, 2001 to effect Sellers or the Seller Subsidiary; (xi) any changes, events, incurrence or conditions or take imposition of any Lien on any of the actions described Assets of the Sellers or the Seller Subsidiary; or (xii) any discharge or satisfaction by the Sellers or the Seller Subsidiary of any Lien or payment by the Sellers or the Seller Subsidiary of any obligation or liability (fixed or contingent) other than (A) current liabilities included in the preceding clauses Most Recent Balance Sheet, (iB) through (vii) and is not currently involved in any negotiations current, immaterial liabilities to do any Persons other than Affiliates of the things described Sellers or their Subsidiaries incurred since the date of the Most Recent Balance Sheet in the preceding clauses ordinary course of business, and (iC) through (vii) (other than negotiations current liabilities incurred in connection with Synopsys and its representatives regarding the transactions contemplated by hereby and listed in Section 5.7 of the Synopsys Agreement)Seller Disclosure Schedule.

Absence of Certain Changes. Since March December 31, 2001 1998 (the "Company Omega Balance Sheet Date"), the Company Omega has conducted its business in the ordinary course consistent with past practice and there has not occurredoccurred except as otherwise disclosed in the Omega SEC Documents: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or could would reasonably be expected to result in, a Company Material Adverse EffectEffect on Omega; (ii) any acquisition, sale or transfer of any material asset of the Company Omega or any of its Subsidiaries subsidiaries other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Omega or any revaluation by the Company Omega of any of its or any of its Subsidiariessubsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the CompanyOmega, or any direct or indirect redemption, purchase or other acquisition by the Company Omega of any of its shares of capital stock other than the purchase of unvested shares upon employment or service terminationstock; (v) any entering material contract entered into by the Company Omega or any of its Subsidiaries subsidiaries, other than in the ordinary course of any material contract or agreementbusiness and as provided to Online, or any material amendment or termination of, other than in the ordinary course of business, or material default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company Omega or any of its Subsidiaries subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto)bound; (vi) any amendment or change to the Certificate Articles of Incorporation or BylawsBylaws of Omega; or (vii) any material increase in or material modification of the compensation or benefits payable, payable or to become payable, payable by the Company Omega to any of its directors, consultants officers or employees, employees (except in the case of employees (other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are officers) increases in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31; (viii) any material change in the interest rate risk management and hedging policies, 2001 to effect procedures or practices of Omega or any changes, eventsof its subsidiaries, or conditions any failure to comply with such policies, procedures and practices; or take (ix) any negotiation or agreement by Omega or any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations its subsidiaries to do any of the things described in the preceding clauses (i) through (viiviii) (other than negotiations with Synopsys Online and its representatives regarding the transactions contemplated by the Synopsys this Agreement).

Absence of Certain Changes. Since March December 31, 2001 1999, there has not -------------------------- been with respect to the Company: (a) any change in the "Company Balance Sheet Date")financial condition, the Company has conducted its properties, assets, liabilities, business or operations thereof which change by itself or in conjunction with all other such changes, whether or not arising in the ordinary course consistent with past practice and there of business, has not occurred: had or will have a material adverse effect thereon; (ib) any changecontingent liability incurred thereby as guarantor or otherwise with respect to the obligations of others; (c) any mortgage, event encumbrance or condition Lien placed on any of the properties thereof; (whether d) any material obligation or not covered by insuranceliability incurred thereby other than obligations and liabilities incurred in the ordinary course of business in individual amounts less than $25,000; (e) that has resulted inany purchase or sale or other disposition, or could reasonably be expected to result in, a Company Material Adverse Effect; (ii) any acquisitionagreement or other arrangement for the purchase, sale or transfer other disposition, of any material asset of the Company properties or any of its Subsidiaries assets thereof other than in the ordinary course of business and consistent with past practice; in individual amounts less than $25,000; (iiif) any change in accounting methods damage, destruction or practices loss, whether or not covered by insurance, materially and adversely affecting the properties, assets or business thereof; (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (ivg) any declaration, setting aside, aside or payment of a any dividend on, or the making of any other distribution with in respect to of, the shares capital stock thereof, any split, combination or recapitalization of the Company, capital stock thereof or any direct or indirect redemption, purchase or other acquisition by of the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; membership interests thereof; (vh) any entering into by the Company labor dispute or claim of unfair labor practices, any of its Subsidiaries of any material contract or agreement, or any material amendment or termination of, other than change in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, payable or to become payable, by the Company payable to any of its directorsofficers, consultants managers, employees or employeesagents, or any bonus payment or arrangement made to or with any of such officers, managers, employees or agents; (i) any change with respect to the management, supervisory or other than pursuant to scheduled annual performance reviews, provided that key personnel thereof; (j) any resulting modifications are payment or discharge of a Lien or liability thereof which Lien was not either shown on the Balance Sheet or incurred in the ordinary course of business thereafter; (k) any obligation or liability incurred thereby to any of its officers, employees, directors or shareholders or any loans or advances made thereby to any of its officers, employees, directors or shareholders except normal compensation and consistent with expense allowances payable to officers and employees; (l) any amendment or change in the Articles of Incorporation, bylaws or other governing documents of the Company's past practices. The Company has not agreed since March 31, 2001 to effect ; or (m) any changes, events, change in the accounting policies or conditions or take any procedures of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)Company.

Absence of Certain Changes. Since March Except as set forth on Schedule 2.5, from October 31, 2001 (1998 to the "Company Balance Sheet Date")date of this Agreement, the Company has conducted its business Acquired Companies have operated only in the ordinary course of business consistent with past practice and there has not occurred: been any of the following: (ia) any change, event or condition (whether or not covered by insurance) that has resulted change in, or could reasonably be expected to result ineffect on, the Acquired Companies resulting in a Company Material Adverse Effect; (b) change in any Acquired Company's authorized or issued capital stock; (ii) any acquisition, sale or transfer grant of any material asset option, right to purchase or similar right regarding the capital stock of the Company any Acquired Company; grant of any registration rights by any Acquired Company; purchase, redemption, retirement, or other acquisition by any of its Subsidiaries other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Acquired Company of any of its such capital stock; or any of its Subsidiaries' assets; (iv) any declaration, setting aside, declaration or payment of a any dividend or other distribution or payment in respect of the capital stock of any Acquired Company, except that cash balances of the Subsidiaries are concentrated daily in the Companies' accounts, no material cash balances are held by any of the Acquired Companies and no intercompany payable or receivable is shown on the October Balance Sheet in connection therewith; (c) amendment to the certificate or articles of incorporation or bylaws of any Acquired Company, or any action with respect to the shares certificate of the incorporation or bylaws of any Acquired Company; (d) payment of any bonuses, or any direct or indirect redemption, purchase increase in salaries or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Companycompensation, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Acquired Company to any of its directors, consultants officers, or employees, other than pursuant except for annual bonus awards and increases in salaries consistent with past practice; or entry into any employment, severance, retention plans, stay bonus plans or similar agreement or understanding with any director, officer or employee except for (i) any severance agreement or understanding under and in accordance with those severance agreements, plans, policies and understandings ("Severance Arrangements") set forth on Schedule 2.5 (true and correct copies of the form of all such written agreements (except for exhibits thereto setting forth the Retention Bonuses referred to scheduled annual performance reviews, provided that any resulting modifications in subclause (ii) of this Section 2.5(d)) are attached hereto as Schedule 2.5) and (ii) retention incentive payments (the "Retention Bonuses") which will be paid by the Sellers at or prior to the Closing (which Retention Bonuses may be reflected in the ordinary course written agreements evidencing the Severance Arrangements; provided, that, notwithstanding this inclusion in the agreements evidencing the Severance Arrangements, the Sellers shall be liable for all such Retention Bonuses); (e) adoption of, or increase in the schedule of business payments or benefits under, any Benefit Plan (as hereinafter defined), for or with any officer, director or employee of the Acquired Companies (except for any officer, director or key employee newly employed or promoted since such date, which officers, directors or key employees so newly employed or promoted are identified on Schedule 2.5 (excluding officers, directors or employees who are not compensated directly by the Acquired Companies)); (f) damage to or destruction or loss of any asset or property of an Acquired Company, whether or not covered by insurance, which has had a Material Adverse Effect; (g) sale, purchase, lease, license or other transfer of any share of capital stock of any Acquired Company or mortgage, pledge, or imposition of any Encumbrance on any of the shares of capital stock of any Acquired Company; (h) incurrence of indebtedness or guarantee of debt or other liability of any third party by any Acquired Company; (i) material change in the accounting methods or principles used by the Sellers (with respect to the assets, liabilities, financial condition or results of operations of any Acquired Company) or any Acquired Company except for (A) write-downs or write-offs in the value of assets as required or permitted by GAAP and consistent as set forth on Schedule 2.5, or (B) such adjustments as required by GAAP as a result of the transactions contemplated by this Agreement; (j) purchases, leases, sales or dispositions of any asset or property with a purchase price in excess of $75,000 individually and $250,000 in the aggregate, purchases or leases of any capital asset for an amount of more than $75,000 individually and $250,000 in the aggregate except in each case as provided in the Acquired Companies' capital budget attached as Schedule 2.5 and Schedule 4.1(c) or the voluntary grant of mortgages, pledges or liens of any of its properties or assets, except for any such mortgage, pledge or lien which, by its terms, will be terminated or otherwise be extinguished at or prior to the Closing; (k) any capital expenditures or commitment for any capital expenditure in excess of $75,000 individually or $250,000 in the aggregate, except in compliance with the Company's past practices. The Company has not agreed since March 31capital budgets attached as Schedule 2.5 and Schedule 4.1(c); or (l) entering into an agreement, 2001 whether oral or written, by the applicable party bound by clauses (a) through (k), as the case may be, to effect any changes, events, or conditions or take do any of the actions described in the preceding clauses (ia) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreementk).

Absence of Certain Changes. Since March December 31, 2001 1999 (the -------------------------- "Company Acquiror Balance Sheet Date"), the Company Acquiror has conducted its business in the ordinary course consistent with past practice and there has not occurred: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Company Material Adverse EffectEffect on the Acquiror; (ii) any an acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business and consistent with past practiceAcquiror; (iii) any material change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Acquiror or any revaluation by the Company Acquiror of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares securities of the CompanyAcquiror, or any direct or indirect redemption, purchase or other acquisition by the Company Acquiror of any of its shares of capital stock other than the purchase of unvested shares upon employment or service terminationsecurities; (v) any entering material contract entered into by the Company or any of its Subsidiaries of any material contract or agreementAcquiror, or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries Acquiror under, any material contract or agreement to which the Company or any of its Subsidiaries Acquiror is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto)bound; (vi) any amendment or change to the Certificate certificate of Incorporation incorporation or Bylawsbylaws of the Acquiror; or (vii) any increase in or modification of the compensation or benefits payable, payable or to become payable, payable by the Company Acquiror to any of its directors, consultants directors or employees, other than pursuant to scheduled annual performance reviews, provided that employees or (viii) any resulting modifications are in negotiation or agreement by the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations Acquiror to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys the Parent and its the Company and their representatives regarding the transactions contemplated by the Synopsys this Agreement).

Absence of Certain Changes. Since March 31April 2, 2001 (the "Company Balance Sheet Date")2006, except for actions expressly contemplated by this Agreement, the business of the Company and its Subsidiaries has conducted its business been conducted, in all material respects, in the ordinary course consistent with past practice practice, and there has not occurred: been or occurred or there does not exist, as the case may be: (ia) any changeCompany Material Adverse Effect; (b) other than cash dividends made by any wholly owned Subsidiary of the Company to the Company or one of its Subsidiaries, event any split, combination or condition reclassification of any shares of capital stock, declaration, setting aside or paying of any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock of the Company or any Subsidiary; (c) any damage, destruction or other casualty loss (whether or not covered by insurance) that has resulted inwith respect to any Assets that, individually or in the aggregate, are material to the Company and its Subsidiaries, taken as a whole; (d) any change in any method of accounting or accounting principles or practice, or could reasonably be expected Tax election, by the Company or any of its Subsidiaries, except for any such change required by reason of a change in GAAP, other applicable generally accepted accounting principles or regulatory accounting principles; (e) any amendment of the Company’s certificate of incorporation or bylaws; (f) except for any transactions permitted by Section 5.2(c) hereof, any acquisition, redemption or amendment of any Company Securities or Subsidiary Securities; (g) (i) any incurrence or assumption of any long-term or short-term debt or issuance of any debt securities by the Company or any of its Subsidiaries except for short-term debt incurred to result infund operations of the business or owed to the Company or any of its wholly-owned Subsidiaries, a Company Material Adverse Effect; in each case, in the ordinary course of business consistent with past practice, (ii) any acquisitionassumption, sale guarantee or transfer endorsement of the obligations of any material asset other Person (except direct or indirect wholly-owned Subsidiaries of the Company) by the Company or any of its Subsidiaries, (iii) any loan, advance or capital contribution to, or other investment in, any other Person by the Company or any of its Subsidiaries (other than customary loans or advances to employees or direct or indirect wholly-owned Subsidiaries, in each case in the ordinary course of business consistent with past practice) or (iv) any mortgage or pledge of the Company’s or any of its Subsidiaries’ assets, tangible or intangible, or any creation of any Lien thereupon (other than Permitted Encumbrances); or (h) any plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys AgreementMerger).

Absence of Certain Changes. Since March 31, 2001 (From the "Company date of the Balance Sheet Date")through the date of this Agreement, the business of the Company and its Subsidiaries has conducted its business been conducted, in all material respects, in the ordinary course consistent with past practice practice, and there has not been or occurred: , as the case may be: (a) any Company Material Adverse Effect; (b) other than cash dividends made by any wholly owned Subsidiary of the Company to the Company or one of its Subsidiaries, any split, combination or reclassification of any shares of capital stock, declaration, setting aside or paying of any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock of the Company or any Subsidiary; (c) any material change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a change in GAAP or regulatory accounting principles; (d) any Tax election or change in Tax election or settlement or compromise of any Tax liability by the Company or any of its Subsidiaries; (e) any amendment of the Company’s certificate of incorporation or bylaws; (f) any acquisition, redemption or amendment of any Company Securities or Subsidiary Securities; (g) (i) any changeincurrence or assumption of any long-term or short-term debt for borrowed money or issuance of any debt securities by the Company or any of its Subsidiaries except for capital leases, event short-term debt incurred to fund operations of the business or condition (whether owed to the Company or not covered by insurance) that has resulted inany of its wholly-owned Subsidiaries, or could reasonably be expected to result inin each case, a Company Material Adverse Effect; in the ordinary course of business consistent with past practice, (ii) any acquisitionassumption, sale guarantee or transfer endorsement of the obligations of any material asset other Person (except direct or indirect wholly-owned Subsidiaries of the Company) by the Company or any of its Subsidiaries, (iii) any loan, advance or capital contribution to, or other investment in, any other Person by the Company or any of its Subsidiaries (other than customary loans or advances to employees or direct or indirect wholly-owned Subsidiaries, in each case in the ordinary course of business consistent with past practice) or (iv) any mortgage or pledge of the Company’s or any of its Subsidiaries’ assets, tangible or intangible, or any creation of any Lien thereupon (other than Permitted Encumbrances); (h) any plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries (other than in the ordinary course of business and consistent with past practice; Merger); (iiii) any change grant of severance or termination pay (in accounting methods cash or practices (otherwise) to any Employee, including any change in depreciation or amortization policies or rates) by officer, of the Company or its Subsidiaries; (j) any revaluation by payment or agreement to pay any special bonus or special remuneration (including grants of Company Options, Company RSUs and/or Company Restricted Stock) to any Employee, or increase or agreement to increase the Company salaries, wage rates, or other compensation or benefits of any Employee; (k) any waiver of its any stock repurchase rights, or acceleration, amendment or change in the period of exercisability, as applicable, of Company Options, Company RSUs and/or Company Restricted Stock or any other equity or similar incentive awards (including without limitation any long-term incentive awards), or repricing of its Subsidiaries' assets; stock options or authorizing cash payments in exchange for any stock options granted under any of such plans; (ivl) any declarationadoption or material amendment of an Employee Plan; or (m) any promotion, setting asidedemotion, or payment of a dividend or other distribution with respect change to the shares of the Company, employment status or any direct or indirect redemption, purchase or other acquisition by the Company title of any executive officer of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)Key Employee.

Absence of Certain Changes. Since March 31Except as disclosed in the Veeco SEC Documents, 2001 since September 30, 1999 (the "Company Balance Sheet DateVEECO BALANCE SHEET DATE"), the Company has Veeco and its Subsidiaries have conducted its their business in the ordinary course consistent with past practice and there has not occurred: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or could might reasonably be expected to result in, a Company Material Adverse EffectEffect to Veeco; (ii) any acquisition, sale or transfer of any material asset of the Company Veeco or any of its Subsidiaries subsidiaries other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Veeco or any revaluation by the Company Veeco of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the CompanyVeeco, or any direct or indirect redemption, purchase or other acquisition by the Company Veeco of any of its shares of capital stock other than the purchase of unvested shares upon employment or service terminationstock; (v) any entering material contract entered into by the Company Veeco or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination ofsubsidiaries, other than in the ordinary course of business, or any material amendment or termination of, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company Veeco or any of its Subsidiaries subsidiaries is a party or by which it or any of them is bound (or, to the Knowledge of the Company, by any other party thereto)bound; (vi) any amendment action or change failure to act that could reasonably be expected to cause the Merger to fail to qualify as a reorganization as described in Section 368(a) of the Code with respect to which no gain or loss will be recognized by a stockholder of the Company on the conversion of Company Common Stock into Veeco Shares pursuant to the Certificate Merger (except with respect to any cash received in lieu of Incorporation or Bylawsa fractional share); or (vii) any increase in agreement by Veeco or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations subsidiaries to do any of the things described in the preceding clauses (i) through (viivi) (other than negotiations with Synopsys the Company and its representatives regarding the transactions contemplated by the Synopsys this Merger Agreement).

Absence of Certain Changes. Since March Except as disclosed in the SEC Documents (as defined) or in a separate writing from the Company to Investor, since December 31, 2001 (the "Company Balance Sheet Date")1998, the Company has and its Subsidiaries have conducted its their business only in the ordinary course of such business consistent with past practice practices, and there has not occurred: been (ia) any changeMaterial Adverse Effect suffered by the Company or any of its Subsidiaries; (b) any declaration, event setting aside or condition payment of any dividend or other distribution in respect of the capital stock of the Company or any repurchase, redemption or other acquisition by the Company of any shares of Common Stock or other equity securities of the Company; (c) any entry into any agreement, commitment or transaction by the Company or any of its Subsidiaries which is material to the Company and its subsidiaries taken as a whole, whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Company Material Adverse Effectin the ordinary course of business; (iid) any acquisitionsplit, sale combination or transfer reclassification of the Company's capital stock or any issuance or the authorization of any material asset issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; (e)(i) any granting by the Company or any of its Subsidiaries to any director, officer or employee of the Company or any of its Subsidiaries other than of any increase in compensation, except in the ordinary course of business and consistent with past practice; prior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the SEC Documents, (iiiii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) granting by the Company or any revaluation of its Subsidiaries to any officer or employee of any increase in severance or termination pay, except as was required under employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the SEC Documents, or (iii) any entry by the Company of any of its or any of its Subsidiaries' assetsSubsidiaries into any employment, severance or termination agreement with any officer or employee; (ivf) any declarationdamage, setting asidedestruction or loss, whether or payment of a dividend not covered by insurance, (g) any material change in accounting methods, principles or other distribution with respect to the shares of practices by the Company, ; or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (vh) any entering into revaluation by the Company or any of its Subsidiaries of any material contract their respective assets, including without limitation, write-downs of inventory or agreement, or any material amendment or termination of, write-offs of accounts receivable other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Since March 31, 1999, the Company has not agreed since March 31made any payments of principal, 2001 to effect any changes, events, interest or conditions or take any otherwise in respect of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)Axess Debt.

Absence of Certain Changes. Since (a) Except as set forth on Item 2.5 to the Company Disclosure -------- Letter, from March 31, 2001 2000 (the "Company Balance Sheet Date")) to the date of this ------------------ Agreement in the case of clause (i) below and to the date of this Agreement and to the Closing Date in the case of all clauses except clause (i) below, the Company and each of its subsidiaries has conducted its business in the ordinary course consistent with past practice practice, as modified by the business strategy described in the GlobalCenter Proxy Statement without regard to the size of any particular transaction ("Ordinary Course") and there has not occurred: --------------- (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or could would reasonably be expected to result in, a Company Material Adverse Effect; Effect to the Company; (ii) any acquisitioncontingent liability incurred as guarantor or surety with respect to the obligations of others out of the Ordinary Course; (iii) any purchase, license, sale or transfer other disposition, or any agreement or other arrangement for the purchase, license, sale or other disposition, of any material asset of the properties, assets or goodwill of Company out of the Ordinary Course; (iv) any obligation or liability incurred thereby to any of its Subsidiaries other than in the ordinary course officers, directors, stockholders or affiliates, or any loans or advances made thereby to any of business its officers, directors, stockholders or affiliates, except Ordinary Course compensation and consistent with past practice; expense allowances payable to officers and employees; (iiiv) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any of its subsidiaries or any revaluation by the Company of any of its or any of its Subsidiaries' assets; subsidiaries of any of their material assets other than as a result of changes in GAAP; (ivvi) any declaration, setting aside, aside or payment of a dividend or other distribution with respect to the shares of the CompanyCompany or any of its subsidiaries, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries subsidiaries of any material contract or agreement, or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any their shares of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound capital stock; (or, to the Knowledge of the Company, by any other party thereto); (vivii) any amendment or change to the Certificate of Incorporation or Bylaws; Bylaws (or (viiother organizational documents) any increase in or modification of the compensation Company or benefits payable, or to become payable, by the Company to any of its directorssubsidiaries, consultants except as necessary to effect the Stock Splits; (viii) any mortgage or employees, other than pursuant to scheduled annual performance reviews, provided that pledge of any resulting modifications are in the ordinary course of business and consistent with the Company's past practicesor any of its subsidiaries' properties or assets or the incurrence of any security interest, encumbrance or lien of any kind (collectively, a "Lien"), except ---- Permitted Liens. The Company has "Permitted Lien" means (A) mechanics', carriers', workmen's, -------------- warehousemen's, repairmen's or other like liens arising in the Ordinary Course, (B) liens arising under original purchase price conditional sale contracts and equipment leases with third parties entered into in the Ordinary Course, (C) liens for Taxes and other governmental obligations; and (D) other imperfections of title, restrictions or encumbrances, if any, which liens, imperfections of title, restrictions or other encumbrances do not agreed since March 31, 2001 to effect any changes, eventsmaterially impair the continued use in the business of the respective owner thereof, or conditions or take any operation of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations specific assets to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement).which they relate;

Absence of Certain Changes. Since March Except for liabilities incurred in connection with this Agreement and except as expressly permitted or contemplated by this Agreement, since December 31, 2001 (the "Company Balance Sheet Date"), 2007 the Company has and its Subsidiaries have conducted its business their respective businesses only in the ordinary course consistent with past practice practice, and there the Company has not occurred: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, suffered a Company Material Adverse Effect; , and since December 31, 2007 until the date hereof there has not been (iii) any acquisitiondeclaration, sale setting aside or transfer payment of any material asset dividend or other distribution (whether in cash, stock or property) with respect to any capital stock of the Company or any of its Subsidiaries Subsidiaries, other than in the ordinary course any declaration setting aside or payment from a wholly owned Subsidiary of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or (ii) any direct or indirect redemptionpurchase, purchase redemption or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, shares of capital stock or any material amendment other securities of the Company or termination any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities (other than acquisitions of Shares in connection with the surrender of Shares by holders of Company Options or Warrants in order to pay the exercise price thereof), (iii) any split, combination or reclassification of any capital stock of the Company or any of its Subsidiaries or any issuance or the authorization of any issuance of any other securities in respect of, other than in the ordinary course lieu of businessor in substitution for shares of their respective capital stock, or default (iv) (A) any granting by the Company or any of its Subsidiaries underto any Specified Participant of any increase in compensation, bonus or fringe or other benefits or any material contract granting of any type of compensation or benefits to any Specified Participant not previously receiving or entitled to receive such type of compensation or benefit, except as was required under any agreement to which or Benefit Plan in effect as of December 31, 2007, (B) any granting by the Company or any of its Subsidiaries is to any director, officer, employee or consultant of any right to receive, or any increase in, change of control, retention, severance or termination compensation or benefits, (C) any entry by the Company or any of its Subsidiaries into, or any amendment or termination of (1) any employment, deferred compensation, consulting, severance, change of control, termination, retention, indemnification, loan or similar agreement between the Company or any of its Subsidiaries, on the one hand, and any Specified Participant, on the other hand, or (2) any agreement between the Company or any of its Subsidiaries, on the one hand, and any Specified Participant, on the other hand, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a party transaction involving the Company of a nature contemplated by this Agreement (all such agreements under this clause (C), collectively, “Specified Benefit Agreements”), (D) any payment of any compensation or benefit under, or the grant of any award under, any bonus, incentive, performance or other compensation plan or arrangement, Specified Benefit Agreement, Equity Plan or Benefit Plan, except as required to comply with applicable Law or any Specified Benefit Agreement, Equity Plan or Benefit Plan in effect as of December 31, 2007, (E) the taking of any action to fund or in any other way secure the payment of compensation or benefits under any Equity Plan, Benefit Plan or Specified Benefit Agreement (except as required by which it is bound a Benefit Plan as in effect on December 31, 2007) or (orF) the taking of any action to accelerate the vesting or payment of any compensation or benefits under any Equity Plan, Benefit Plan or Specified Benefit Agreement, (v) any damage, destruction or loss to the Knowledge any asset of the CompanyCompany or any of its Subsidiaries, whether or not covered by any other party thereto); insurance, that individually or in the aggregate would have a Company Material Adverse Effect, (vi) any amendment change in accounting methods, principles or practices by the Company materially affecting its assets, liabilities or businesses, except insofar as may have been required by a change to the Certificate of Incorporation or Bylaws; in GAAP or (vii) any increase in or modification except with respect to depreciation and amortization of the compensation or benefits payable, or to become payable, by assets of the Company to or any of its directorsSubsidiaries, consultants any material Tax election or employeeschange in such election, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are change in the ordinary course material method of business and consistent with the Company's past practicesaccounting for Tax purposes or any settlement or compromise of any material income Tax liability. The Company has not agreed since March Since December 31, 2001 to effect any changes2007, events, or conditions or take neither the Company nor any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)Subsidiaries have incurred indebtedness.

Absence of Certain Changes. Since March 31, 2001 (2000, except as contemplated by the "Company Balance Sheet Date")Disclosure Schedule, the Company Acquiror has conducted its business in the ordinary course consistent with past practice and there has not occurred: (i) any change, event or condition in the business or condition of Acquiror (whether or not covered by insurance) that has resulted in, or could might reasonably be expected to result in, a Company Material Adverse EffectEffect to Acquiror; (ii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries Acquiror other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Acquiror or any revaluation by the Company Acquiror of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, Acquiror or any direct or indirect redemption, purchase or other acquisition by the Company Acquiror of any of its shares of capital stock other than the purchase of unvested shares upon employment or service terminationstock; (v) any entering material contract entered into by the Company Acquiror or any of its Subsidiaries of any material contract or agreementsubsidiaries, or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company Acquiror or any of its Subsidiaries subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto)bound; (vi) any amendment or change to the Certificate of Incorporation or BylawsBylaws of Acquiror; or (vii) any increase in or modification of the compensation or benefits payable, payable or to become payable, payable by the Company Acquiror to any of its directors, consultants directors or employees, other than pursuant to scheduled annual performance reviews, provided that ; or (viii) any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, negotiation or conditions agreement by Acquiror or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations its subsidiaries to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys Target and its representatives regarding the transactions contemplated by the Synopsys this Agreement). At the Effective Time, there will be no accrued but unpaid dividends on shares of Acquiror's capital stock.

Absence of Certain Changes. Since March 31Except as set forth on Schedule 3.7 of the Company Disclosure Schedule, 2001 (the "since Company Balance Sheet Date through the Execution Date"), the Company has conducted its business in the ordinary course consistent with past practice and there has not occurred: occurred any: (ia) any change, event or condition (whether or not covered by insuranceinsurance or similar indemnification agreement) that has resulted in, or could would reasonably be expected to result in, a Company Material Adverse Effect; ; (iib) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business and consistent with past practice; Subsidiaries; (iiic) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' ’ assets; ; (ivd) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock stock, other than the purchase of unvested shares upon employment or service termination; in connection with Unvested Company Stock; (ve) any entering material contract entered into by the Company or any of its Subsidiaries of any material contract or agreementSubsidiaries, or any material amendment or (except by way of lapse of the term thereof) termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound bound; (or, f) action to the Knowledge of the Company, by any other party thereto); (vi) any amendment amend or change to the Certificate of Incorporation or Bylaws; or Bylaws of Company; (viig) any material increase in or modification of the compensation compensation, including severance compensation, or benefits payable, payable or to become payable, payable by the Company to any of its directors, consultants directors or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent as contemplated by this Agreement or increases associated with merit or annual pay increases or promotions in the ordinary course of business; (h) transaction with any affiliate of the Company which is not a Subsidiary of the Company's past practices. The ; (i) incurrence, creation or assumption by Company has not agreed since March 31, 2001 to effect of (1) any changes, events, or conditions or take Encumbrance on any of the actions described assets or properties of Company, (2) obligation or liability or indebtedness for borrowed money, or (3) any contingent liability as a guarantor or surety with respect to the obligation of others; (j) acceleration or release of any vesting condition to the right to exercise any option, warrant or other right to purchase or otherwise acquire any shares of Company’s capital stock, or any acceleration or release of any right to repurchase shares of Company’s capital stock upon any stockholder’s termination of employment or services with Company or pursuant to any right of first refusal, other than acceleration or release of vesting conditions that occur pursuant to, in connection with or are contemplated by this Agreement; (k) damage, destruction or loss of any material property or asset, whether or not covered by insurance; (l) change with respect to “officers” of Company (as such term is defined in Rule 3b-2 of the preceding clauses Exchange Act); or (im) through (vii) and is not currently involved in negotiation or agreement by Company or any negotiations of its Subsidiaries to do any of the things described in the preceding clauses (ia) through (viil) (other than negotiations with Synopsys Parent and its representatives regarding the transactions contemplated by this Agreement and the Synopsys Agreementagreements disclosed herein).

Absence of Certain Changes. (i) Since March 31the date of the Most Recent Balance Sheet, 2001 (other than in connection with the "Company Balance Sheet Date")transactions contemplated by this Agreement, the Company has and its Subsidiary have conducted its their business only in, and have not engaged in any material transaction other than in accordance with, the ordinary course of such business consistent with past practice and practice. (ii) Since the date of the Most Recent Balance Sheet, there has not occurred: (iA) any event, change, event effect, development, state of facts, condition, circumstance or condition (whether occurrence that, individually or not covered by insurance) that in the aggregate with other such events, changes, effects, developments, states of fact, conditions, circumstances or occurrences, has resulted inhad, or could would reasonably be expected to result inhave, a Company Material Adverse Effect; (iiB) any acquisitionmaterial damage, sale destruction or transfer of other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or its Subsidiary, whether or not covered by insurance; (C) any declaration, accrual, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company or its Subsidiary, or any repurchase, redemption or other acquisition by the Company or its Subsidiary of any outstanding shares of capital stock or other securities of the Company or its Subsidiaries other than Subsidiary; (D) any material change in any method of accounting or accounting practice or internal controls (including internal controls over financial reporting) by the Company or its Subsidiary; (E) any (x) increase in the compensation payable or to become payable to the officers or employees of the Company or its Subsidiary or (y) payment to any Company director or officer of any material bonus, making to any Company director or officer of any material profit-sharing or similar payment, or grant to any Company director or officer of any rights to receive severance, termination, retention or tax gross-up compensation or benefits to (in any case except for increases in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (viF) any establishment, adoption, entry into, termination or amendment of any collective bargaining, bonus, profit-sharing, thrift, compensation, employment, termination, severance or change to other plan, agreement, trust, fund, policy or arrangement for the Certificate benefit of Incorporation any director, officer or Bylaws; or (vii) any increase in or modification of the compensation or benefits payableemployee, or to become payable, except as required by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)applicable Laws.

Absence of Certain Changes. Since March 31Except as set forth on Schedule 5.6, 2001 since November 30, 2006 (the "Company Acquiror Balance Sheet Date"), the Company Acquiror has conducted its business in the ordinary course consistent with past practice and there has not occurred: occurred (ia) any change, event or condition (whether or not covered by insurance) that has resulted in, or could would reasonably be expected to result in, a Company Material Adverse EffectEffect on Acquiror; (iib) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries Acquiror other than in the ordinary course of business and consistent with past practice; (iiic) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Acquiror or any revaluation by the Company Acquiror of any of its or any of its Subsidiaries' assets; (ivd) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, Acquiror or any direct or indirect redemption, purchase or other acquisition by the Company Acquiror of any of its shares of capital stock stock; (e) any Material Contract entered into by Acquiror, other than in the purchase ordinary course of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreementbusiness and as provided to Acquiror, or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement Material Contract (as defined in Section 5.14) to which the Company or any of its Subsidiaries Acquiror is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto)bound; (vif) any amendment or change to the Certificate of Incorporation or BylawsBylaws of Acquiror; or (viig) any increase in or modification of the compensation or benefits payable, payable or to become payable, payable by the Company Acquiror to any of its directors, consultants or employeesexecutive officers, or, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31business, 2001 to effect employees; or (h) any changes, events, negotiation or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations agreement by Acquiror to do any of the things described in the preceding clauses (ia) through (viig) (other than negotiations with Synopsys Acquiror and its representatives regarding the transactions contemplated by the Synopsys this Agreement). At the Effective Time, there will be no accrued but unpaid dividends on shares of Acquiror's capital stock.

Absence of Certain Changes. Since March December 31, 2001 (the "Company Balance Sheet Date")2001, the Company Seller has conducted its business only in the ordinary course consistent with past practice and there has not occurred: , except as set forth in the Recent Reports or any exhibit thereto or incorporated by reference therein: (ia) Any event that could reasonably be expected to have a Material Adverse Effect on the Seller or any changeof its Subsidiaries; (b) Any amendments or changes in the Articles or Bylaws of the Seller and itsSubsidiaries, event other than on account of the filing of the Statement of Designation and the Bylaw Amendment; (c) Any damage, destruction or condition (loss, whether or not covered by insurance) , that has resulted inwould, individually or could reasonably be expected to result inin the aggregate, have a Company Material Adverse Effect; Effect on the Seller and its Subsidiaries; (d) Any (i) incurrence, assumption or guarantee by the Seller or its Subsidiaries of any debt for borrowed money other than for equipment leases or working capital lines of credit, except as set forth on Schedule 3.11(d); (ii) issuance or sale of any acquisitionsecurities convertible into or exchangeable for securities of the Seller other than to directors, employees and consultants pursuant to existing equity compensation or stock purchase plans of the Seller or as set forth on Schedule 3.11(d); (iii) issuance or sale of options or transfer other rights to acquire from the Seller or its Subsidiaries, directly or indirectly, securities of the Seller or any securities convertible into or exchangeable for any such securities, other than options issued to directors, employees and consultants in the ordinary course of business in accordance with past practice or as set forth on Schedule 3.11(d); (iv) issuance or sale of any stock, bond or other corporate security; (v) discharge or satisfaction of any material asset Lien, other than current liabilities incurred since December 31, 1999 in the ordinary course of the Company business; (vi) declaration or making any payment or distribution to shareholders or purchase or redemption of any share of its capital stock or other security; (vii) sale, assignment or transfer any of its Subsidiaries other than intangible assets except in the ordinary course of business, or cancellation of any debt or claim except in the ordinary course of business; (viii) waiver of any right of substantial value whether or not in the ordinary course of business; (ix) material change in officer compensation except in the ordinary course of business and consistent with past practicepractices; or (iiix) other commitment (contingent or otherwise) to do any change in accounting methods of the foregoing. (e) Any creation, sufferance or practices (including any change in depreciation or amortization policies or rates) assumption by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company Seller or any of its Subsidiaries of any material contract Lien on any asset (other than Liens existing on the date hereof or agreement, in connection with equipment leases and working capital lines of credit set forth on Schedule 3.11(e)) or any making of any loan, advance or capital contribution to or investment in any Person in an aggregate amount which exceeds $25,000 outstanding at any time; (f) Any entry into, amendment of, relinquishment, termination or non-renewal by the Seller or its Subsidiaries of any material amendment contract, license, lease, transaction, commitment or termination ofother right or obligation, other than in the ordinary course of business; or (g) Any transfer or grant of a right with respect to the trademarks, trade names, service marks, trade secrets, copyrights or default other intellectual property rights owned or licensed by the Company Seller or any of its Subsidiaries underSubsidiaries, any material contract or agreement to which except as among the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys Seller and its representatives regarding the transactions contemplated by the Synopsys Agreement)Subsidiaries.

Absence of Certain Changes. (a) Since March 31, 2001 (the "Company Balance Sheet Date"), (i) the Company and each of its Subsidiaries has conducted carried on and operated its business businesses in all material respects in the ordinary course of business consistent with past practices and (ii) there has not been, and no change, event, effect or occurrence has taken place that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) Since the Balance Sheet Date, neither the Company nor any of its Subsidiaries has: (i) (A) redeemed, purchased or otherwise acquired any of its outstanding Equity Interests, or any rights, warrants or options to acquire any Equity Interests; or (B) declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any Equity Interests; (ii) sold or otherwise disposed of any of its material properties or assets, except (A) (1) sales, leases, and rentals of inventory, (2) non-exclusive licenses in connection therewith and (3) sale-leaseback transactions in connection with the “Airports” business, in each case in the ordinary course of business consistent with past practices, (B) pursuant to Contracts in force on the date of this Agreement and set forth in the Company Disclosure Schedule, (C) dispositions of obsolete assets or (D) transfers among the Company and its wholly-owned Subsidiaries; (iii) increased in any material respect the salary, benefits, bonuses or other compensation of any of its current or former directors, consultants, officers or employees, other than (A) as required pursuant to applicable Law or the terms of Contracts in effect on the date of this Agreement and set forth in the Company Disclosure Schedule; or (B) increases in salaries, wages and benefits of employees made in the ordinary course of business consistent with past practices; (A) exercised any discretion to accelerate the vesting or payment of any compensation or benefit under any Company Plan; (B) paid any transaction-related bonuses, severance or other similar amounts to employees of the Company, its Subsidiaries, the Shareholders or any of their respective Affiliates; or (C) granted any new awards under any Company Plan; (v) made any material changes in financial or tax accounting methods, principles or practices (or changed an annual accounting period), including a change in the methods, principles or practices related to the revaluing of any assets or writing off receivables or reserves; (vi) adopted a plan or agreement of complete or partial liquidation or dissolution; (vii) entered into any new material line of business; (viii) made any acquisition of or material investment in any other business or Person, by purchase or other acquisition of Equity Interests, by merger, consolidation, asset purchase or other business combination, or by formation of any joint venture or other business organization or by contributions to capital; (ix) settled or compromised any Action that is material to the Company and its Subsidiaries (taken as a whole); (x) entered into any agreement in respect of Taxes, changed or made any Tax elections (unless required by applicable Law), filed any material amended Tax Return, settled or compromised any material Tax liability or consented to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (xi) made any material capital expenditures other than in the ordinary course of business consistent with past practice and there has not occurred: or in accordance with the Company’s current capital expenditure budget disclosed to the Purchaser prior to the date hereof; (xii) incurred, created or become liable for any Indebtedness (A) of the type described in clauses (i), (ii), (v), (with respect to interest rate swap obligations) (vii), or (with respect to any of the foregoing) (viii) of the definition thereof, other than Credit Facility Indebtedness (and interest rate swap obligations in connection therewith under Contracts in effect on the date of this Agreement and set forth in the Company Disclosure Schedule); or (B) any changematerial Indebtedness of any other type other than in the ordinary course of business consistent with past practice; (xiii) forgiven or waived any material Indebtedness outstanding against a Third Party; (xiv) made any material loans or advances to, event or condition (whether or not covered by insurance) that has resulted investments in, any Third Party; (xv) entered into any material transaction with any Third Party other than on arm’s length terms, to the extent the amount received or could reasonably paid by the Company or any of its Subsidiaries is less than or exceeds, respectively, the amount which would be expected to result inreceived or paid if at arm’s-length, a Company Material Adverse Effect; (ii) any acquisitionincluding, sale or transfer without limitation, the forgiveness of any material asset claims against Third Parties not on an arm’s-length basis; (xvi) made any material gift or other material gratuitous payment out of the ordinary course of business; or (xvii) entered into any Contract pursuant to which, in connection with a Third Party providing surety bonds, performance guarantees or any similar obligations for the benefit of the Company or any of its Subsidiaries, such Third Party (A) is entitled to be provided with any material assets of the Company or any of its Subsidiaries other than in the ordinary course as collateral or (B) is expressly entitled to provide or withhold its consent to a change of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by control of the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries (or as a result of any material contract such a change of control, the Third Party would be entitled to terminate or agreement, or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party theretomodify such Contract); or (vixviii) any amendment or change agreed to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)foregoing actions.

Absence of Certain Changes. Since March December 31, 2001 (2006 until the "date hereof, there has not occurred any change, event or circumstance that has had or would be reasonably expected to have a Company Balance Sheet Date")Material Adverse Effect. Except as expressly contemplated by this Agreement or set forth in Section 4.14 of the Company Disclosure Letter, since December 31, 2006 until the date hereof, the Company has and its Subsidiaries have conducted its their business in the ordinary course generally consistent with past practice practices in all material respects and there has not occurred: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Company Material Adverse Effect; (ii) any acquisition, sale or transfer of any material asset none of the Company or its Subsidiaries has: (a) amended its Certificate of Incorporation, By-Laws or other organizational documents; (b) adopted a plan or agreement of liquidation, dissolution, restructuring, merger, consolidation, recapitalization or other reorganization; (c) (i) issued, sold, transferred, or otherwise disposed of any shares of its capital stock, or other voting securities or any securities convertible into or exchangeable for any of the foregoing, (ii) granted or issued any options, warrants, securities or rights that are linked to the value of the Company Common Stock, or other rights to purchase or obtain any shares of its Subsidiaries other than in capital stock or any of the ordinary course of business and consistent with past practice; foregoing or any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units, (iii) declared, set aside or paid any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to any shares of its capital stock, or (iv) redeemed, purchased or otherwise acquired any shares of its capital stock or any rights, warrants or options to acquire any such shares or effected any reduction in capital, except (with respect to clauses (i) through (iv) above) for: (A) issuances of capital stock of the shares Company’s Subsidiaries to the Company or a wholly owned Subsidiary of the Company, (B) issuances of shares of Company Common Stock upon exercise of employee stock options, upon vesting of restricted stock or any direct or indirect redemptionredemptions, purchase purchases or other acquisition by the Company of any of its shares acquisitions of capital stock other than in connection with net exercises or withholding with respect to the purchase foregoing, (C) grants made pursuant to Company Plans or the Company Stock Plan and (D) dividends or distributions by any Subsidiary of unvested shares upon employment or service termination; (v) any entering into by the Company to the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge wholly owned Subsidiary of the Company; (d) entered into or consummated any transaction involving the acquisition (including, without limitation, by merger, consolidation or acquisition of the business, stock or all or substantially all of the assets or other business combination) of any other party thereto); Person for consideration to such Person in excess of $500,000 (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviewspurchases of inventory or acquisitions of real property, provided that any resulting modifications are fixtures and equipment in the ordinary course of business and generally consistent with the Company's past practices. The Company has not agreed since March 31practice); (e) sold, 2001 to effect leased, licensed or otherwise disposed of any changesfixed assets or personal property for consideration in excess of $500,000, events, or conditions or take any of the actions described in the preceding clauses (i) through except pursuant to existing Contracts, (viiii) for sales of inventory, goods, personal property and is not currently involved fixed assets in the ordinary course of business generally consistent with past practice, or (iii) pursuant to any negotiations to do Company Tenant Leases; or (f) changed any of its material accounting policies or practices, except as required as a result of a change in GAAP or the things described in rules and regulations of the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)SEC.

Absence of Certain Changes. Since March 31, 2001 (the "Company RAI Balance Sheet Date"), the Company RAI Companies have conducted the RAI Business in the ordinary course, as of the date hereof, there has conducted its business not been: (a) any Material Adverse Effect on the RAI Business or, in the aggregate, Liabilities of the RAI Companies; (b) any distribution or payment declared or made in respect of RAI's capital stock by way of dividends, purchase or redemption of shares or otherwise; (c) any increase in the compensation payable or to become payable to any current director or officer of any RAI Company, except for merit and seniority increases for employees made in the ordinary course consistent with past practice and there has not occurred: of business, nor any material change in any existing employment, severance, consulting arrangements or any RAI Benefit Plan; (id) any changesale, event or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Company Material Adverse Effect; (ii) any acquisition, sale assignment or transfer of any material asset of the Company RAI Assets, or any of its Subsidiaries additions to or transactions involving any RAI Assets, other than those made in the ordinary course of business and consistent with past practice; or those solely involving the RAI Companies; (iiie) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination of, other than in the ordinary course of business, any waiver or default release of any material claim or right or cancellation of any material debt held by the Company any RAI Company; (f) any change in practice with respect to Taxes, or any election, change of its Subsidiaries underany election, or revocation of any material contract or agreement election with respect to which the Company Taxes, or any settlement or compromise of its Subsidiaries is any dispute involving a party or by which it is bound Tax liability; (or, to the Knowledge of the Company, by any other party thereto); (vii) any amendment creation, assumption or change to the Certificate maintenance of Incorporation any long-term debt or Bylaws; or (vii) any increase in or modification of the compensation or benefits short-term debt for borrowed money other than under existing notes payable, lines of credit or to become payable, by the Company to any of its directors, consultants other credit facility or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent or with respect to its Wholly-Owned Subsidiaries; (ii) any assumption, granting of guarantees, endorsements or otherwise becoming liable or responsible (whether directly, contingently or otherwise) for the Company's past practices. The Company has not agreed since March 31obligations of any other Person except its Wholly-Owned Subsidiaries; or (iii) any loans, 2001 to effect any changes, eventsadvances or capital contributions to, or conditions investments in, any other Person except its Wholly-Owned Subsidiaries; (h) any material agreement, commitment or take any contract, except agreements, commitments or contracts for the purchase, sale or lease of the actions described goods or services in the preceding clauses ordinary course of business; (i) through (vii) and is not currently involved in any negotiations to do any of the things described other than in the preceding clauses ordinary course of business, any authorization, recommendation, proposal or announcement of an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (i) through plan of liquidation or dissolution, (viiii) acquisition of a material amount of assets or securities, (other than negotiations with Synopsys and iii) disposition or Encumbrance of a material amount of assets or securities, (iv) merger or consolidation or (v) material change in its representatives regarding the transactions contemplated by the Synopsys Agreement)capitalization; or (j) any change in accounting or Tax procedure or practice.

Absence of Certain Changes. Since March 31Except as set forth on Schedule 5.24 or as specifically contemplated by this Agreement, 2001 (since the "Company Balance Sheet Date")Date through and including the date hereof, the Company has and the Sellers have conducted its business the Business in the ordinary course consistent with past practice and there has not occurred: been: (ia) any change, event or condition (whether or not covered by insurance) change that has resulted in, had or could reasonably be expected to result in, have a Company Material Adverse Effect; ; (iib) any acquisitiondeclaration, sale setting aside or transfer payment of any material asset of the dividend or other distribution (whether in cash, equity or ownership interests or property) with respect to any Company Security, or any repurchase, redemption or other reacquisition of its Subsidiaries other than any Company Security; (c) any increase in the compensation payable or to become payable to any manager or non-executive employee, except for increases for such managers or employees made in the ordinary course of business and consistent with past practice; business; (iiid) any other change in accounting methods any employment or practices consulting arrangement, except for such changes made in the ordinary course; (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (ive) any declarationpayment to any agent or management employee not in accordance with such agent’s or employee’s compensation levels currently in effect; (f) any sale, setting asideassignment, leasing, subleasing or payment transfer of a dividend or other distribution with respect to the shares of the CompanyAssets, or any direct additions to or indirect redemptiontransactions involving any Assets, purchase or other acquisition by the Company of any of its shares of capital stock other than those made in the purchase ordinary course of unvested shares upon employment or service termination; business; (vg) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination of, other than in the ordinary course of business, any waiver or default by the Company release of any claim or right or cancellation of any of its Subsidiaries under, debt held; (h) any material contract distributions or agreement payments to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge Affiliate of the Company, by any other party thereto); ; (vii) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payablecapital expenditure, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are except for such capital expenditures made in the ordinary course course; (j) any incurrence of business and consistent with the Company's past practices. The Company has not agreed since March 31any debts for money borrowed; (k) any adoption or change of a Tax election, 2001 any settlement or compromise of a claim, notice, audit report, assessment or other Action in respect of Taxes, any change of an annual Tax accounting period, any adoption or change of a method of Tax accounting, any filing of an amended Tax Return, any entry into a Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to effect any changesTax, eventsany surrender of a right to claim a Tax refund, or conditions any consent to an extension or take any waiver of the actions described in the preceding clauses statute of limitations period applicable to any Tax claim or assessment; or (il) through (vii) and is not currently involved in any negotiations Contract to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)foregoing.

Absence of Certain Changes. (a) Since March 31, 2001 2000 (the "Company Balance Sheet DateCOMPANY BALANCE SHEET DATE"), the Company has and its subsidiaries have conducted its their business in the ordinary course consistent with past practice and and, except as expressly contemplated by this Agreement or as set forth in SCHEDULE 3.5, there has not occurred: : (i) as of the date hereof, any change, event or condition (whether or not covered by insurance) that has resulted in, or could would reasonably be expected to result in, a Company Material Adverse Effect; Effect to the Company; (ii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business and consistent with past practice; subsid (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its, or its or any of its Subsidiariessubsidiaries' assets; ; (iv) any issuance or sale by the Company of any shares of its capital stock (or any option or right to acquire same, other than Company Options listed on SCHEDULE 3.31 or stock issued upon the exercise of Company Options) or of any other equity securities (including, without limitation, any warrants, options or other rights to acquire its capital stock or other equity securities) or any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock (other than the purchase repurchase of unvested shares upon employment or service termination; of Company Common Stock issued under the Company Stock Option Plan); (v) except as disclosed in SCHEDULE 3.26, any entering Material Contract entered into by the Company or any of its Subsidiaries of any material contract or agreementsubsidiaries, or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries underthem, or, to the Company's knowledge, any material contract or agreement other party thereto, under any Material Contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); bound; (vi) any amendment or change to the Certificate of Incorporation or Bylaws; By-laws of the Company or any of its subsidiaries; (vii) any (x) increase in or modification of the compensation or benefits payable, payable or to become payable, payable by the Company to or any of its directorssubsidiaries to any current or former directors or employees in excess of $10,000 individually or $100,000 in the aggregate, consultants (y) grant of severance or employeestermination pay to any current or former director or employee of the Company or any of its subsidiaries or (z) establishment, adoption, entrance into, amendment or termination of any Company Plan; (viii) any issuance of notes, bonds or other than pursuant to scheduled annual performance reviewsdebt securities; (ix) any borrowing of any amount or the incurrence of any liabilities, provided that any resulting modifications are except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (x) any discharge or satisfaction of any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof), any sale of receivables with recourse against the Company or any of its Affiliates, any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar statute other than to reflect ownership by a third party of property leased to the Company or any of its subsidiaries under a lease which is not in the nature of a conditional sale or title retention agreement, or any subordination arrangement in favor of another Person (collectively, a "LIEN") or paid any obligation or liability, other than current liabilities paid in the ordinary course of business; (xi) any mortgage or pledge of any of its, or its subsidiaries', properties or assets or the incurrence of any Lien, except Liens for current property taxes not yet due and payable; (xii) any sale, assignment or transfer of any of its, or its subsidiaries', tangible assets, except in the ordinary course of business, or cancellation of any debts or claims; (xiii) any sale, assignment, transfer, license or other disposition, in whole or in part, of its, or its subsidiaries', Intellectual Property except nonmaterial ones in the ordinary course of business; (xiv) any extraordinary losses or any waiver of any material rights of value, whether or not in the ordinary course of business or consistent with past practice; (xv) any capital expenditures or commitments therefor by the Company's past practices. The Company has or its subsidiaries that aggregate in excess of $500,000, which have not agreed since March 31been paid for in cash; (xvi) any loans or advances to, 2001 to effect guarantees for the benefit of, any changes, eventsdirect or indirect investments in, or conditions any capital contributions by the Company or take its subsidiaries to any persons in excess of the actions described $10,000 in the preceding clauses aggregate, except for loans or advances to officers or employees listed in SCHEDULE 3.16; (ixvii) through any charitable contributions or pledges; (viixviii) and is not currently involved in any negotiations to do any of the things described damage, destruction or casualty loss exceeding in the preceding clauses aggregate $50,000 and not covered by insurance; (ixix) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement).any direct or indirect investment in or taken steps to incorporate any subsidiary;

Absence of Certain Changes. Since March Except for matters referenced in the Separation Agreement or as set forth on Schedule 4.13, since December 31, 2001 (1996 with respect to the "Company Balance Sheet Date"), the Company has conducted its business in the ordinary course consistent with past practice and Federal Division there has not occurred: been: (ia) any change, event or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Company Material Adverse Effect; Change; (iib) any acquisition, sale or transfer of any material asset except for the operation of the Company or any of its Subsidiaries other than in cash management system by Pentair with respect to the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) Federal Division, any declaration, setting aside, aside or payment of a any dividend or other distribution with in respect to the shares of the Company, Common Stock or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of the capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any fee or other payment to or on behalf of Pentair, FCH or any Affiliate including any payment of principal or interest on any debt owed to any Affiliate, other than the normal corporate charges of the type reflected on the Financial Statements; (c) except as disclosed on Schedule 4.11 and except for increases occurring in the Ordinary Course of Business (which shall include normal periodic performance reviews and related compensation and benefit increases) any (i) increase in the rate or terms of compensation or bonus payable or to become payable or benefit due or to become due by the Federal Division to its Subsidiaries respective current and former directors, officers, employees or agents (collectively, "Personnel"), (ii) adoption, creation or amendment of any material contract or agreementplan providing Employee Benefits, or (iii) other change in employment terms for any material amendment of the officers, employees or termination ofagents of the Federal Division, other than in connection with the ordinary course retention bonuses and severance arrangements referenced in Sections 7.2 and 7.11 hereof; (d) any issuance of businessor commitment to issue any (i) shares of Common Stock or (ii) rights, options, warrants or default by other securities exercisable for or exchangeable or convertible into any capital stock of the Company Company; (e) any payment, discharge, compromise, waiver, forgiveness or release of any rights or claims (or series of related rights or claims) or any obligation or Liability involving more than $50,000 and outside the Ordinary Course of its Subsidiaries underBusiness; (f) except as disclosed on Schedule 4.19, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (amendment, modification, acceleration, cancellation, termination, or, to the Knowledge of the Company, Pentair or FCH any threatened cancellation or termination of any Lease, Mortgage or Contract of the Federal Division that (i) involves payments by or to the Company in excess of $50,000 and (ii) is outside of the Ordinary Course of Business or which otherwise would have a Material Adverse Effect; (g) except as disclosed on Schedule 4.19, any capital expenditure or the incurring of Liability therefor by the Federal Division involving payments in excess of $50,000; (h) any delay or failure to repay when due any material obligation of the Federal Division; (i) except as disclosed on Schedule 4.6, any change by the Federal Division, or by Pentair with respect to the Federal Division, in accounting methods, principles or practices of the Federal Division, including any increase or change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves or any revaluation of the Assets or Federal Liabilities; (j) any material Encumbrance of any of the Assets other than in the Ordinary Course of Business; (k) any indebtedness incurred (contingent or otherwise) by the Federal Division for borrowed money or any commitment to borrow money entered into by the Federal Division, or any loans or guarantees made, agreed to be made by, or obligating the Federal Division (other than loans and advances made by Pentair to the Federal Division); (l) any capital investment in, loan to, or acquisition of the securities or substantially all of the assets of any other party thereto)Person (i) involving an Affiliate of the Company, (ii) involving more than $50,000 in the aggregate, or (iii) outside the Ordinary Course of Business; (m) except as set forth in Schedule 4.16, any grant of any Contract rights under or with respect to any Intellectual Property of the Federal Division except in the Ordinary Course of Business; or (vin) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification Knowledge of the compensation Company, FCH or benefits payablePentair, any oral agreements by or obligating the Federal Division, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations Personnel to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)foregoing.

Absence of Certain Changes. Since Except as set forth in the Company Reports or in SECTION 4.9 of the Company Disclosure Letter, since March 31, 2001 (the "Company Balance Sheet Date")1999, the Company has and its Subsidiaries have conducted its their business in the ordinary course of such business consistent with past practice practices, and there has not occurred: been (i) any change, event or condition (whether state of fact that, individually or not covered by insurance) that has resulted inin the aggregate, or could reasonably be expected to result in, would have a Company Material Adverse Effect; (ii) any acquisitiondeclaration, sale setting aside or transfer payment of any material asset dividend or other distribution with respect to its capital stock or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any of its Subsidiaries other than in the ordinary course of business and consistent with past practiceSubsidiaries; (iii) any change in accounting methods principles, practices or practices methods; (including iv) any change entry into any employment agreement with, or any increase in depreciation the rate or amortization policies terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or rates) to become payable by the Company or any revaluation by the Company of any of its Subsidiaries to, their respective directors, officers or any employees, except increases for employees who are not officers or directors occurring in the ordinary course of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution business in accordance with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service terminationtheir customary practices; (v) any entering increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases for employees who are not officers or directors occurring in the ordinary course of business in accordance with its customary practices; (vi) any entry into any Contracts or transaction by the Company or any Subsidiary which is material to the Company and its Subsidiaries taken as a whole whether or not in the ordinary course of business; (vii) any revaluation by the Company or any of its Subsidiaries of any material contract of their respective assets, including, without limitation, write-downs of inventory or agreement, or any material amendment or termination of, write-offs of accounts receivable other than in the ordinary course of business, business consistent with past practices; or default (viii) any action by the Company or any which if taken after the date hereof would constitute a breach of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (viSECTION 6.2(B) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) hereof (other than negotiations with Synopsys SECTIONS 6.2(b)(ii) and its representatives regarding the transactions contemplated by the Synopsys Agreement6.2(b)(xiii)).

Absence of Certain Changes. Since March 31, 2001 (the "Company Balance Sheet Financial Statement Date"), the business of the Company and its Subsidiaries has been conducted its business only in the ordinary course and consistent with past practice practices, and except as set forth at Section 4.8 of the Company Disclosure Schedule, there has not occurred: been (ia) any change, event or condition (whether or not covered by insurance) that has resulted in, or which could reasonably be expected to result in, in a Company Material Adverse Effect; (iib) any acquisitiondamage, sale destruction, casualty or transfer of any material asset other similar occurrence or event (whether or not insured against), which either singly or in the aggregate materially adversely affects the assets, liabilities, earnings, business or operations of the Company and its Subsidiaries; (c) any mortgage or pledge of or encumbrance attached to any of the properties or assets of the Company and its Subsidiaries other than not in the ordinary course of business and consistent with past practicebusiness; (iiid) any incurrence or creation of any liability, commitment or obligation in excess of $10,000 by the Company or its Subsidiaries, except unsecured trade payables and other unsecured liabilities incurred in the ordinary course of business, and capital expenditures or contracts and commitments for capital expenditures made or entered into in the ordinary course of business; (e) any sale, transfer or other disposition by the Company or its Subsidiaries of any of its assets in excess of $50,000 in the aggregate, except for inventory sold by the Company or its Subsidiaries in the ordinary course of business; (f) any amendments or changes to the Organizational Documents; (g) any labor trouble, claim of wrongful discharge, or unlawful labor or employment practice or claim (except matters in the aggregate will not result in potential damages greater than $20,000); (h) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or and its Subsidiaries; (i) any revaluation by the Company of any of its or any of its Subsidiaries' assets; (ivj) any declaration, setting aside, aside or payment of a dividend or other distribution or deposit with respect to the shares capital stock of the Company, its Subsidiaries, or any a Shareholder, or direct or indirect redemption, purchase or other acquisition by the Company or any Subsidiary of any of its shares of capital stock other than the purchase of unvested shares upon employment or service terminationstock; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (viik) any increase in the salary or modification of the other compensation or benefits payable, payable or to become payable, by the Company payable to any of its Company's or Subsidiaries' officers, directors, consultants employees or employeesadvisors, or the declaration, payment or commitment or obligation of any kind for the payment of a bonus or other than pursuant additional salary or compensation to scheduled annual performance reviewsany such person and except for increases, provided that any resulting modifications are payments or commitments in the ordinary course of business and consistent with past practices; (l) any amendment or termination of any material contract, agreement or license to which Company or a Subsidiary is a party or by which it is bound; (m) any loan by Company or a Subsidiary to any Person or entity, incurring by Company or a Subsidiary of any indebtedness, guaranteeing by Company or any Subsidiary of any indebtedness, issuance or sale of any debt securities of Company or any Subsidiary or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (n) any waiver or release of any material right or claim of Company or any Subsidiary, including any write-off or other compromise of any account receivable of Company or any Subsidiary other than in the ordinary course of business and consistent with past practices; (o) any commencement or notice or, to the Company's past practices. The knowledge, threat of commencement of any lawsuit or proceeding against or governmental investigation of Company has not agreed since March 31, 2001 to effect or any changes, eventsSubsidiary or its affairs; or (p) any issuance or sale by Company or any Subsidiary of any of its shares of capital stock, or conditions securities or take option or warrants exchangeable, convertible or exercisable therefor, or of any other of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)securities.

Absence of Certain Changes. Since March Except as set forth on Schedule 3.6, since December 31, 2001 (the "Company Balance Sheet Date")2013, the Company has and its Subsidiaries have conducted its business their businesses only in the ordinary course consistent with past practice Ordinary Course of Business and there has not occurred: been no: (a) dividends or distributions by the Company or any Subsidiary of the Company to any Company Securityholder or any of their Affiliates, whether paid or declared; (b) acceleration of any Debt or any payment of any amounts with respect to any Debt other than the minimum amounts required to be paid pursuant to the terms thereof; (c) redemptions or repurchases of any capital stock or other equity interests of the Company or any Subsidiary; (d) waiver or forgiveness of any Debt owed to the Company by any Company Securityholder or any of their Affiliates; (e) assets, rights or other benefits transferred by the Company or any Subsidiary of the Company to any Company Securityholder or any of their Affiliates; (f) liabilities assumed or incurred (or indemnities given in respect thereof) by the Company or any Subsidiary of the Company for the benefit of any Company Securityholder or any of their Affiliates; (g) Lien (other than a Permitted Lien) created over any of the assets of the Company or any Subsidiary of the Company in favor of or for the benefit of any Company Securityholder or any of their Affiliates; (h) management, monitoring or other shareholder or directors’ fees or bonus or payments of a similar nature paid by or on behalf of the Company or any Subsidiary of the Company for the benefit of any Company Securityholder or any of their Affiliates; (i) cost or expense (other than management time and expenses) of any changeCompany Securityholder or any of their Affiliates relating to the transactions contemplated by this Agreement (including any transaction or sale bonuses or other similar payments payable as a result of the consummation of the sale of Securities (to any person)) paid by or incurred by the Company or any Subsidiary of the Company to or on behalf of any Company Securityholder or any of their Affiliates, event other than any cost or condition expense included in the Company Transaction Expenses; (whether j) Material Adverse Effect on or not covered prior to the date of this Agreement; (k) failure to pay when due any sum or obligation due by insuranceany Company Securityholder to the Company or any of its Subsidiaries; (l) that has resulted inindemnity granted by the Company or any of its Subsidiaries in favor of any Company Securityholder, other than indemnities provided to directors of the Company who may also be or be affiliated with a Company Securityholder; (m) agreement or arrangement, or could reasonably be expected to result inamendment thereto, a entered into between any Company Material Adverse Effect; (ii) any acquisition, sale or transfer of any material asset of Securityholder and the Company or any of its Subsidiaries other than in the ordinary course Ordinary Course of business and Business consistent with past practice; practice on arm’s length terms; (iiin) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company incurrence of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into Debt by the Company or any of its Subsidiaries or mortgage, pledge or subjection to any Lien of any material contract or agreement, of the assets of the Company or any material amendment of its Subsidiaries or termination of, other than in the ordinary course purchase of business, or default debt securities of others; (o) grant of loans by the Company or any of its Subsidiaries underto, or the purchase of debt securities of, third parties with a principal amount in excess of $50,000; (p) amendment or modification to, or waiver of any material contract or agreement to which rights by the Company or any of its Subsidiaries is a party or any other Person under, any material Company Contract; (q) sale or transfer of any of the material assets of the Company or any of its Subsidiaries, other than sales of inventory in the Ordinary Course of Business; (r) acquisition by which it is bound the Company or any of its Subsidiaries, other than acquisitions of fixed assets and inventory in the Ordinary Course of Business; (ors) capital of the Company or any of its Subsidiaries created, issued, redeemed, purchased or repaid other than in the Ordinary Course of Business consistent with past practice; (t) amendment of the Company Charter Documents or the Subsidiary Charter Documents; (u) (i) issuance, grant or sale of any shares of the capital stock or other equity interests of the Company or any of its Subsidiaries or any other equity security, (ii) issuance, grant or sale of any security, option, warrant, call, subscription or other right of any kind, fixed or contingent, that directly or indirectly calls for the issuance, sale, pledge or other disposition of any shares of the capital stock or other equity interests of the Company or any of its Subsidiaries or any other equity security, (iii) entering into of any Contract calling for any transaction referred to in clause (i) or (ii) of this paragraph (u), or (iv) other change in the capital structure of the Company or any of its Subsidiaries; (v) other than capital expenditures that were set forth in the capital budget provided to Buyer prior to the Knowledge date of this Agreement or that do not exceed $2,000,000 individually or $10,000,000 in the aggregate, capital expenditures (including expenditures for additions to plant, property and equipment) by the Company or any of its Subsidiaries or appropriations or commitments with respect thereto; (w) material amendment or adoption of any collective bargaining agreement or other Contract with a labor union, works council or similar organization, except as required by Law; (x) change or modification to the accounting methods, principles or practices of the Company or any of its Subsidiaries (including tax accounting), except as required by GAAP or a change in Law; (y) material modification by the Company or any of its Subsidiaries to any of the following: (i) billing and collection policies, procedures and practices with respect to accounts receivable or unbilled charges; (ii) policies, procedures and practices with respect to the provision of discounts, rebates or allowances; or (iii) payment policies, procedures and practices with respect to accounts payable; (z) physical damage, destruction or loss in an amount exceeding $1,000,000 in the aggregate affecting the Company or any of its Subsidiaries or their respective assets; (aa) election made (or change to any previous election) relating to Taxes, change to historical practices as to Tax, filing of any amended Tax Return, entrance into any closing agreement relating to Taxes, settlement, compromise of or consent to any claim or assessment relating to Taxes, surrender of any right to claim a refund of Taxes, consent to any waiver of the statute of limitations for any such claim or assessment, or any similar action taken relating to Taxes, in each case either with respect to the Company or any of its Subsidiaries; (bb) (A) increase in the annual level of compensation of any director, employee or consultant providing services to the Company or any of its Subsidiaries with a base salary in excess of $150,000, except (1) as required by any pre-existing plan, agreement or arrangement or (2) in the Ordinary Course of Business for employees who are not officers or directors, included as part of the Company’s and its Subsidiaries’ normal periodic performance reviews and related compensation and benefit increases, by (B) grant or payment of any other party thereto); unusual or extraordinary bonus (vi) including, without limitation, any amendment transaction, sale, or change of control bonus related to the Certificate of Incorporation transactions contemplated by this Agreement), benefit or Bylaws; other direct or (vii) indirect compensation to any increase in director, employee or modification of the compensation or benefits payable, or consultant providing services to become payable, by the Company to or any of its directorsSubsidiaries, consultants (C) material amendment made to any Benefit Plan, (D) adoption or employeesany new Benefit Plan, other than pursuant except as required by Law, (E) new employment, deferred compensation, severance, consulting, non-competition, indemnification, change in control, retention or similar agreement (or amendment of any such agreement) has been entered into with any director, employee, consultant providing services to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of its Subsidiaries with a base salary in excess of $150,000, except as required by Law or by the actions described in the preceding clauses existing terms of any Benefit Plan; or (icc) through (vii) and is not currently involved in any negotiations authorization, approval, agreement or commitment to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)foregoing.

Absence of Certain Changes. Since March Except as set forth in Schedule 4.05, since December 31, 2001 (2016 through the "Company Balance Sheet Closing Date"), and except as permitted by Section 6.02, the Company has conducted its business in the ordinary course consistent of business in all material respects or in connection with past practice the transactions contemplated by this Agreement, and there has not occurred: been any: (ia) any changeevent, event occurrence or condition (whether or not covered by insurance) development that has resulted inhad, or could would reasonably be expected to result inhave, individually or in the aggregate, a Company Material Adverse Effect; (b) change in its Organizational Documents; (c) adoption of a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (d) issuance, sale, transfer, pledge, disposition of or encumbrance of any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock of any class or series or membership interests, as applicable, of the Company; (e) (i) split, combination, subdivision or reclassification of the outstanding shares of capital stock of the Company; or (ii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, aside or payment of a any dividend or other distribution with payable in stock or other property whether or not in respect to the shares of its capital stock, of the Company; (f) capital expenditures other than expenditures set forth in the Financial Statements (for capital expenditures incurred from January 1, 2017 to October 31, 2017), or as set forth in the Company's capital expenditures budget (for capital expenditures incurred on or after October 31, 2017) made available to Purchaser and set forth on Schedule 4.05(f) ("CapEx Budget"), in each case in amounts set forth in the CapEx Budget; (g) increase (or announcement of any direct increase) in the compensation or indirect redemption, purchase or other acquisition benefits payable by the Company of to any of its shares of capital stock Participant or Transferring Individual other than the purchase of unvested shares upon employment or service termination; (v) pursuant to any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination of, Benefit Plan made available to Purchaser and other than annual increases in the ordinary course of business; (h) acquisition (by merger, consolidation, acquisition of stock or assets or otherwise) of any equity interest in or a material portion of the assets of, any other business or Person or division thereof or creation of any Subsidiary; (i) (i) incurrence or assumption of any Debt Obligations (other than the Support Obligations or in respect of the Intercompany Revolving Credit Facility), (ii) the making or cancelation, release or waiver of any rights with respect to, any loans, advances or capital contributions to, or default equity investments in, any other Person, (iii) pledge or other encumbrance of any Equity Securities of the Company or (iv) the cancellation, release or assignment of any indebtedness payable to the Company; (j) (i) termination of any Material Contract or Material Permit in effect as of or subsequent to the date of this Agreement or (ii) termination of any Contract or Permit that would have been a Material Contract or Material Permit, respectively, had such Contract or Permit been in effect as of the date of this Agreement, in each case other than normal Contract expirations of Contracts that do not provide for any Company option to extend; (k) change in any method of accounting or accounting practice or policy used by the Company except any changes required by reason of a change in GAAP or Applicable Law; (l) change in the Company's cash management policies in any material respect or any of its Subsidiaries under, change in the Company's policies and procedures in any material contract respect as to the collection of accounts receivable or the payment of accounts payable; (m) institution or settlement of or agreement to settle any Action or Claim for an amount in excess of twenty-five thousand dollars ($25,000), which involves a payment of monetary relief after the Closing or which imposes any non-monetary remedy on the Company; (n) settlement or compromise of any material liability for Taxes, amendment of any material Tax Return, filing of any material Tax Return in a manner inconsistent with past practice or adopt or change in any material respect any method of accounting for Tax purposes, filing or change of any Tax election, making of any voluntary Tax disclosure, or entry into any closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state local or foreign Tax law) with respect to any material Tax, in each case, that could adversely affect Purchaser or the Company with respect to taxable periods (or portions thereof) beginning on or after the Closing Date, except as required by Applicable Law; or (o) entry into any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations Contract to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)foregoing.

Absence of Certain Changes. Since March 31Except as set forth in Schedule 3.10, 2001 since September 30, 2005 (the "Company Balance Sheet DateVEDO BALANCE SHEET DATE")) there has not been with respect to VEDO: (a) any change in the financial condition, the Company has conducted its properties, assets, employees, liabilities, business or operations thereof which change by itself or in conjunction with all other such changes, whether or not arising in the ordinary course consistent with past practice and there of business, has not occurred: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, had or could reasonably be expected to result in, have a Company Material Adverse Effect; Effect on VEDO; (iib) any acquisitioncontingent liability incurred by VEDO as guarantor or otherwise with respect to the obligations of others; (c) any mortgage, trust, pledge, encumbrance or lien placed on any of the assets or properties of VEDO (except as permitted under Section 3.9) (d) any material obligation or liability incurred by VEDO, other than obligations and liabilities incurred in the ordinary course of business; (e) any purchase or sale or other disposition, or any agreement or other arrangement for the purchase, sale or transfer other disposition, of any material asset of the Company properties or any assets of its Subsidiaries VEDO other than in the ordinary course of business in amounts which are not material to VEDO and consistent with past practice; other than the sale or disposition of inventory in the ordinary course of business; (iiif) any change damage, destruction or loss, whether or not covered by insurance, that has or could reasonably be expected to result in accounting methods or practices a Material Adverse Effect on VEDO; (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (ivg) any declaration, setting aside, aside or payment of a any dividend on, or the making of any other distribution with in respect to of, the shares capital stock of VEDO, any split, combination or recapitalization of the Company, capital stock of VEDO or any direct or indirect redemption, purchase or other acquisition by of the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; VEDO; (vh) any entering into by the Company labor dispute or claim of unfair labor practices, any of its Subsidiaries of any material contract or agreement, or any material amendment or termination of, other than change in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, payable or to become payable, by the Company payable to any of its directorsVEDO's officers, employees, consultants or employees, other than pursuant to scheduled agents (except normal annual performance reviews, provided that any resulting modifications are merit or cost of living increases made in the ordinary course of business and consistent with the Company's past practices. The Company has practice which are not agreed since March 31, 2001 to effect any changes, eventsmaterial in amount), or conditions any bonus payment or arrangement made to or with any of such officers, employees, consultants or agents; (i) any payment or discharge of a material lien or liability of VEDO which lien or liability was not either shown on the VEDO Balance Sheet or incurred in the ordinary course of business thereafter consistent with past practice; (j) any obligation or liability incurred by VEDO to any of its officers, employees, directors or stockholders or any loans or advances made by VEDO to any of its officers, employees, directors or stockholders except normal compensation and expense allowances payable to officers; (k) any issuance of shares of VEDO Stock or grant or issuance of any options, warrants or other rights to acquire VEDO Stock from VEDO, or any offer, issuance or sale by VEDO of, any debt or equity securities of VEDO (except for the issuance of VEDO Stock upon exercise of outstanding options or warrants of VEDO); (l) any agreement, action or omission not otherwise referred to in subsections (a) through (k) that resulted in a Material Adverse Effect on VEDO; or (m) any agreement, whether in writing or otherwise, to take any of the actions described specified in the preceding clauses foregoing subsections (ia) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreementl).

Absence of Certain Changes. Since March Except as set forth in Section 2.7 of the Company Disclosure Schedule, since December 31, 2001 (the "2000, Company Balance Sheet Date"), the Company has and each of its Subsidiaries have conducted its their business only in the ordinary course consistent with past practice and there has not occurred: occurred (i) any changeMaterial Adverse Effect on Company or any of its Subsidiaries, (ii) any event that could reasonably be expected to prevent or condition materially delay the performance of Company's obligations pursuant to the Transaction Agreements or the consummation of the Merger by Company, (iii) any change by Company or any of its Subsidiaries in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of capital stock of Company or any of its Subsidiaries or any redemption, purchase or other acquisition of any of Company's or any of its Subsidiaries' securities, (v) any increase in the compensation or benefits or establishment or payment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any employees, officers, consultants or directors of Company or any of its Subsidiaries, (vi) any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entering into any agreement with respect thereto by Company or any of its Subsidiaries, (vii) any amendment to the Certificate of Incorporation or bylaws or other charter documents, as applicable, of Company 13 or any of its Subsidiaries, (viii) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures, (x) purchase, sale, assignment or transfer of any material amount of assets, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any assets or properties, tangible or intangible, except for liens for taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on Company or any of its Subsidiaries, or (z) cancellation, compromise, release or waiver of any rights of material value or any material debts or claims by Company or any of its Subsidiaries, (ix) any incurrence of any material liability (absolute or contingent) by Company or any of its Subsidiaries, except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (x) any incurrence of any damage, destruction or similar loss, whether or not covered by insurance) that has resulted in, materially affecting the business or could reasonably be expected to result inproperties of Company or any of its Subsidiaries, a Company Material Adverse Effect; (iixi) any acquisitionentering into any agreement, sale contract, lease or transfer of any material asset of the license by Company or any of its Subsidiaries other than in the ordinary course of business and consistent with past practice; , (iiixii) any change in accounting methods acceleration, termination, modification or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company cancellation of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, contract, lease or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement license to which the Company or any of its Subsidiaries is a party or by which it any of them is bound bound, (or, to the Knowledge of the Company, by any other party thereto); (vixiii) any amendment entering into any loan or change to the Certificate of Incorporation other transaction by Company or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directorsSubsidiaries with any officers, consultants directors or employeesemployees of Company or any of its Subsidiaries, (xiv) any charitable or other capital contribution or pledge therefore by Company or any of its Subsidiaries, (xv) any entering into any transaction of a material nature by Company or any of its Subsidiaries other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, eventspractice, or conditions (xvi) any negotiation or take agreement by Company or any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations its Subsidiaries to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreementxv).

Absence of Certain Changes. Since March Except as expressly contemplated by this Agreement, since December 31, 2001 (the "Company Balance Sheet Date")2010, the Company has and its Subsidiaries have conducted its business their businesses in the ordinary course in all material respects and in a manner consistent in all material respects with past prior practice and there has not occurred: (i) been any change, event or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Company Material Adverse Effect; . Since the date of the Company Balance Sheet, neither the Company nor any of its Subsidiaries has: (a) (i) declared, set aside or paid any dividends on, or made any other distributions (whether in cash, securities or other property) in respect of, any of its capital stock (other than dividends and distributions by a direct or indirect wholly owned Subsidiary of the Company to its parent), (ii) split, combined or reclassified any acquisition, sale of its capital stock or transfer issued or authorized the issuance of any material asset other securities in respect of, in lieu of or in substitution for shares of its capital stock or any of its other securities or (iii) purchased, redeemed or otherwise acquired any shares of its capital stock or any other of its securities or any rights, warrants or options to acquire any such shares or other securities, except, in the case of this clause (iii), for the acquisition of shares of Company Common Stock (A) from holders of Company Options in full or partial payment of the exercise price payable by such holder upon exercise of Company Options to the extent required or permitted under the terms of such Company Options or (B) from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of services to the Company or any of its Subsidiaries; (b) issued, delivered, sold, granted, pledged or otherwise disposed of or encumbered any shares of its capital stock, any other voting securities or any securities convertible into or exchangeable for, or any rights, warrants or options to acquire, any such shares, voting securities or convertible or exchangeable securities (other than the issuance of shares of Company Stock upon the conversion of Company Preferred Stock or the exercise of Company Options outstanding on the date of this Agreement); * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. (c) amended its certificate of incorporation, by-laws or other comparable charter or Organizational Documents; (d) acquired (i) by merging or consolidating with, or by purchasing all or a substantial portion of the assets or any stock of, or by any other manner, any business or any corporation, partnership, joint venture, limited liability company, association or other business organization or division thereof or (ii) any assets that are material, in the aggregate, to the Company and its Subsidiaries, taken as a whole, except purchases of inventory, supplies and raw materials in the ordinary course of business consistent in all material respects with past practice; (e) sold, leased, assigned, transferred, conveyed, licensed, pledged, or otherwise disposed of or encumbered any material properties or material assets of the Company and its Subsidiaries other than in the ordinary course of business and consistent in all material respects with past practice; ; (iiif) (i) incurred any change in accounting methods or practices Indebtedness, (including ii) made any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; loans, advances (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase routine advances to employees of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries in the ordinary course of business consistent in all material respects with past practice) or capital contributions to, or investment in, any other Person, other than the Company or any of its direct or indirect wholly owned Subsidiaries, other than investments, in the ordinary course of business consistent in all material respects with past practice, in debt securities maturing not more than 90 days after the date of investment or (iii) permitted any material contract assets to be subject to a Lien other than a Permitted Lien; (g) made any capital expenditures or agreementother expenditures with respect to property, plant or equipment in excess of $200,000 in the aggregate for the Company and its Subsidiaries, taken as a whole, other than as set forth in the Company’s budget for capital expenditures previously made available to the Buyer; (h) made any material changes in accounting methods, principles or practices, except as required by a change in GAAP; (i) made, changed or revoked any material election in respect of Taxes, adopted or changed any material accounting method in respect of Taxes, filed any material amendment to a material Tax Return, settled any material claim or termination ofassessment in respect of Taxes, or consented to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes; (j) settled any material action, cause of action, suit, claim, investigation, audit, hearing or proceeding, whether civil, criminal, administrative or arbitral, whether at law or in equity; (k) entered into, amended, modified or terminated any employment or consulting agreement involving annualized base compensation in excess of $100,000; * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. (l) recognized, or entered into any collective bargaining agreement or any other agreement with, a labor or trade union, employee association, works council, or other employee representative; (m) increased the compensation or benefits payable or paid, whether conditionally or otherwise, to any director, officer, employee, or consultant, other than in the ordinary course of businessbusiness consistent in all material respects with past practice or reimbursed any employee for any taxes to the extent such taxes have been or could be incurred solely as a result of the Merger; (n) except (i) as required by applicable law, adopted, amended in any material respect, suspended or terminated any Company Employee Plan or Foreign Employee Benefit Plan and/or (ii) in accordance with the terms thereof as in effect on the date of the Company Balance Sheet, increased in any material respect any benefits under any Company Employee Plan or Foreign Employee Benefit Plan other than any increases required by applicable law; (o) hired or engaged any officer, director, employee, independent contractor or other agent or service provider on a full-time, part-time, consulting, independent contractor or other basis with annualized compensation in excess of $100,000; (p) instituted any new, or default by modified any existing, severance or termination pay or benefits practices or entered into any arrangement with any current or former employee, director, independent contractor or agent entitling such person to a payment due upon a change of control or other liquidity event of the Company or any of its Subsidiaries under, any material contract Subsidiaries; (q) written up or agreement to which the Company or written down any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, material assets other than pursuant as required by GAAP; (r) transferred, assigned, exclusively licensed, failed to scheduled annual performance reviewsmaintain, provided that abandoned or otherwise disposed of any resulting modifications are material Intellectual Property Rights (other than in the ordinary course of business consistent in all material respects with past practice) or disclosed a material trade secret to a third party that is not subject to a duty of confidentiality in favor of the Company or its Subsidiaries; (s) failed to make any capital expenditures as contemplated in Section 3.6(s) of the Company Disclosure Schedule in excess of $50,000 in the aggregate; (t) entered into any contract or agreement that would materially restrict the ability of the Company and/or its Subsidiaries to engage in any business activity in any geography; (u) reduced the amount of insurance coverage or failed to renew any existing insurance policy that is material to the business; or (v) authorized any of, or committed or agreed to take any of, the foregoing actions. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and consistent has been filed separately with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) Securities and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)Exchange Commission.

Absence of Certain Changes. Since March 31, 2001 (the "Company Balance Sheet Date, except as disclosed in the Company 10-K or any SEC Document filed subsequent to the filing of the Company 10-K but prior to the date of this Agreement (collectively, the "CURRENT SEC DOCUMENTS"), as set forth in Section 4.10 of the Company Disclosure Schedule or as may be affected by actions permitted to be taken pursuant to Section 6.01 or actions specifically contemplated to be taken by this Agreement, the business of the Company and its Subsidiaries has been conducted its business in the ordinary course consistent with past practice practices and since the Balance Sheet Date, except as disclosed in the Current SEC Documents or as set forth in Section 4.10 of the Company Disclosure Schedule, there has not occurred: been: (ia) any changeevent, event occurrence or condition (whether or not covered by insurance) circumstance that has resulted inhad or would be reasonably likely to have, individually or could reasonably be expected to result inin the aggregate, a Company Material Adverse Effect; ; (ii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (ivb) any declaration, setting aside, aside or payment of a any dividend or other distribution with respect to the any shares of capital stock of the Company, or any direct or indirect redemptionrepurchase, purchase redemption or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract outstanding shares of capital stock or agreementother securities of, or other ownership interests in, the Company or any of its Subsidiaries; (c) any amendment of any material amendment term of any outstanding security of the Company or termination ofany of its Subsidiaries; (d) any incurrence, other than in the ordinary course of business, assumption or default guarantee by the Company or any of its Subsidiaries underof any indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practices; (e) any making of any loan, advance or capital contributions to or investment in any material contract Person other than loans, advances or agreement capital contributions to which or investments in its wholly-owned Subsidiaries or otherwise in the ordinary course of business consistent with past practices; (f) any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or assets of the Company or any of its Subsidiaries is that would be reasonably likely to have, individually or in the aggregate, a party or by which it is bound Company Material Adverse Effect; (or, to the Knowledge of the Company, by any other party thereto); (vig) any amendment change in any method of accounting or change to the Certificate of Incorporation accounting principles or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, practice by the Company to or any of its directorsSubsidiaries, consultants except for any such change required by reason of a concurrent change in GAAP; (h) any (i) grant of any severance or employeestermination pay to (or amendment to any existing arrangement with) any director, officer or employee of the Company or any of its Subsidiaries (other than pursuant to scheduled annual performance reviewsthe terms of existing plans, provided that any resulting modifications are policies, agreements or arrangements, including the Company's severance policy guidelines previously made available to Parent, or in the ordinary course of business and consistent with respect to any non-officer employee whose annual base salary does not exceed $150,000), (ii) material increase in benefits payable under any existing severance or termination pay policies or employment agreements, (iii) entering into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or (other than any such agreement or amendment entered into in the Company's past practices. The ordinary course of business, which will not result in liability to the Company has not agreed since March 31, 2001 to effect any changes, events, upon termination of employment in an amount in excess of $150,000 per employee) employee of the Company or conditions or take any of its Subsidiaries, (iv) establishment, adoption or amendment (except as required by applicable law or contemplated by this Agreement) of any collective bargaining (but only through the actions described date of this Agreement), bonus, profit-sharing, thrift, pension, retirement, deferred compensation, stock option, restricted stock or other material benefit plan or arrangement covering any director, officer or employee of the Company or any of its Subsidiaries or (v) material increase in compensation, bonus or other benefits payable to any director or officer of the preceding clauses Company or any of its Subsidiaries; (i) through (vii) and is not currently involved in the date immediately preceding the date of this Agreement, any negotiations organized labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to do organize any employees of the Company or any of its Subsidiaries, which employees were not subject to a collective bargaining agreement at the things described in Balance Sheet Date, or any lockouts, strikes, slowdowns, work stoppages or, to the preceding clauses knowledge of the Company, threats thereof by or with respect to such employees; or (ij) through (vii) (other than negotiations as of the date of this Agreement, any Tax election made or changed, any annual Tax accounting period changed, any method of Tax accounting adopted or changed, any amended Tax Returns or claims for Tax refunds filed, any closing agreement entered into with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)a Taxing Authority, or any Tax claim, audit or assessment settled which would be reasonably likely to have a Company Material Adverse Effect.

Absence of Certain Changes. Since March 31, 2001 (the "Company CMJ Balance Sheet Date")Date and, prior to the Company has date hereof, CMJ and its Subsidiaries have conducted its business their respective businesses in the ordinary course course, consistent with past practice practice, and there has not occurred: been: (ia) any changeevent, event occurrence or condition (whether development which, individually or not covered by insurance) that has resulted inin the aggregate, or could reasonably be expected to result in, would have a Company Material Adverse Effect; Effect on CMJ; (iib) any acquisitiondeclaration, sale setting aside or transfer payment of any material asset dividend or other distribution with respect to any shares of the Company capital stock of CMJ or any repurchase, redemption or other acquisition by CMJ or any of its Subsidiaries of any outstanding shares of their capital stock or any CMJ Convertible Securities or CMJ Subsidiary Convertible Securities; (c) any amendment of any term of any outstanding security of CMJ or any of its Subsidiaries; (d) any transaction or commitment made, or any contract, agreement or settlement entered into, by (or judgment, order or decree affecting) CMJ or any of its Subsidiaries relating to its assets or business (including the acquisition or disposition of any material amount of assets) or any relinquishment by CMJ or any of its Subsidiaries of any contract or other right, other than transactions, commitments, contracts, agreements, settlements or relinquishments in the ordinary course of business and those contemplated by this Agreement; (e) any change in any method of accounting or accounting practice by CMJ or any of its Subsidiaries, except for any such change which is not material or which is required by reason of a concurrent change in GAAP; (f) except as set forth on Schedule 3.8, any (i) grant of any severance or termination pay to (or amendment to any such existing arrangement with) any director, officer or employee of CMJ or any of its Subsidiaries, (ii) entering into of any employment, deferred compensation, supplemental retirement or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of CMJ or any of its Subsidiaries, (iii) increase in, or accelerated vesting and/or payment of, benefits under any existing severance or termination pay policies or employment agreements or (iv) increase in or enhancement of any rights or features related to compensation, bonus or other benefits payable to directors, officers or senior employees of CMJ or any of its Subsidiaries, in each case, other than in the ordinary course of business and consistent with past practice; or (iiig) any change in accounting methods material Tax election made or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declarationchanged, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock other than the purchase of unvested shares upon employment or service termination; (v) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, audit settled or any material amendment or termination of, other than in the ordinary course of business, or default by the Company or any of its Subsidiaries under, any material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, to the Knowledge of the Company, by any other party thereto); (vi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement)amended Tax Returns filed.