Common use of Corporate Existence and Power; Subsidiaries Clause in Contracts

Corporate Existence and Power; Subsidiaries. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada, and has all corporate powers required to carry on its business as now conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect. For the purposes of this Agreement, the term "Material Adverse Effect" means, with respect to the Company, any circumstance, change in or effect on the Company that could reasonably be expected to have a material adverse effect on the Company's condition (financial or other), business, properties, assets, liabilities (including contingent liabilities) or results of operations, taken as a whole. For the purposes of this Agreement, the term "Subsidiary" or "Subsidiaries" means, with respect to any entity, any corporation or other organization of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such entity or of which such entity is a partner or is, directly or indirectly, the beneficial owner of 50% or more of any class of equity securities or equivalent profit participation interests. The Company's only Subsidiaries are Protocall Software Delivery Systems, Inc. and Precision Type, Inc. Each Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has all corporate powers required to carry on its business as now conducted. Each Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect on such Subsidiary.

Corporate Existence and Power; Subsidiaries. The Company is a corporation Seller and its Subsidiaries are corporations duly incorporated, validly existing and in good standing under the laws of the State of Nevadastate in which they are incorporated, and has have all corporate powers required to carry on its their business as now conducted. The Company is Seller and its Subsidiaries are duly qualified to do business as a foreign corporation and is are in good standing in each jurisdiction where the character of the property owned or leased by it them or the nature of its their activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse EffectEffect on the Seller or any of its Subsidiaries. For the purposes of this Agreement, the term "Material Adverse Effect" means, with respect to the Companyany person or entity, any circumstance, change in or effect on the Company that could reasonably be expected to have a material adverse effect on the Company's its and its Subsidiaries' condition (financial or otherotherwise), business, properties, assets, liabilities (including contingent liabilities) or ), results of operationsoperations or current prospects, taken as a whole. True and complete copies of the Seller's Articles of Incorporation, as amended, and Bylaws, as amended, as currently in effect and as will be in effect on the Closing Date (collectively, the "Articles and Bylaws"), have previously been provided to the Purchasers. For the purposes of this Agreement, the term "Subsidiary" or "Subsidiaries" means, with respect to any entity, any corporation or other organization of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such entity or of which such entity is a partner or is, directly or indirectly, the beneficial owner of 50% or more of any class of equity securities or equivalent profit participation interests. The Company's only Seller has no Subsidiaries are Protocall Software Delivery Systemsother than the following, Inc. and Precision Typeeach of which, Inc. Each Subsidiary unless otherwise indicated, is a corporation duly incorporated, validly existing and in good standing under wholly-owned by the laws of its state of incorporation, and has all corporate powers required to carry on its business as now conducted. Each Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect on such Subsidiary.Seller:

Corporate Existence and Power; Subsidiaries. The Company is a corporation Seller and its Subsidiaries are corporations duly incorporated, validly existing and in good standing under the laws of the State of Nevadastate in which they are incorporated, and has have all corporate powers required to carry on its their business as now conducted. The Company is Seller and its Subsidiaries are duly qualified to do business as a foreign corporation and is are in good standing in each jurisdiction where the character of the property owned or leased by it them or the nature of its their activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse EffectEffect on the Seller or any of its Subsidiaries. For the purposes of this Agreement, the term "“Material Adverse Effect" ” means, with respect to the Companyany person or entity, any circumstance, change in or effect on the Company that could reasonably be expected to have a material adverse effect on the Company's its and its Subsidiaries’ condition (financial or otherotherwise), business, properties, assets, liabilities (including contingent liabilities) or ), results of operationsoperations or current prospects, taken as a whole, on the transactions contemplated hereby or by the agreements and instruments to be entered into in connection herewith or therewith, or on the authority or ability of the Seller to perform its obligations hereunder or under the Related Documents. True and complete copies of the Seller’s Certificate of Incorporation, as amended, and Bylaws, as amended, as currently in effect and as will be in effect on the Closing Date (collectively, the “Articles and Bylaws”), have previously been provided to the Purchasers. For the purposes of this Agreement, the term "“Subsidiary" ” or "“Subsidiaries" ” means, with respect to any entity, any corporation or other organization of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such entity or of which such entity is a partner or is, directly or indirectly, the beneficial owner of 50% or more of any class of equity securities or equivalent profit participation interests, or is considered a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X promulgated by the Commission under the Exchange Act. The Company's only Seller has no Subsidiaries are Protocall Software Delivery Systemsother than those listed on Schedule 3.1 hereto, Inc. and Precision Typeeach of which, Inc. Each Subsidiary unless otherwise indicated, is a corporation duly incorporated, validly existing and in good standing under wholly-owned by the laws of its state of incorporation, and has all corporate powers required to carry on its business as now conducted. Each Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect on such SubsidiarySeller.

Corporate Existence and Power; Subsidiaries. The Company is a corporation Seller and its Subsidiaries are corporations duly incorporated, validly existing and in good standing under the laws of the State of Nevadastate in which they are incorporated, and has have all corporate powers required to carry on its their business as now conducted. The Company is Seller and its Subsidiaries are duly qualified to do business as a foreign corporation and is are in good standing in each jurisdiction where the character of the property owned or leased by it them or the nature of its their activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse EffectEffect on the Seller or any of its Subsidiaries. For the purposes of this Agreement, the term "“Material Adverse Effect" ” means, with respect to the Companyany person or entity, any circumstance, change in or effect on the Company that could reasonably be expected to have a material adverse effect on the Company's its and its Subsidiaries’ condition (financial or otherotherwise), business, properties, assets, liabilities (including contingent liabilities) or ), results of operationsoperations or current prospects, taken as a whole, on the transactions contemplated hereby or by the agreements and instruments to be entered into in connection herewith or therewith, or on the authority or ability of the Seller to perform its obligations hereunder or under the Related Documents. True and complete copies of the Seller’s Articles of Incorporation, as amended, and Bylaws, as amended, as currently in effect and as will be in effect on the Closing Date (collectively, the “Articles and Bylaws”), have previously been provided to the Purchasers. For the purposes of this Agreement, the term "“Subsidiary" ” or "“Subsidiaries" ” means, with respect to any entity, any corporation or other organization of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such entity or of which such entity is a partner or is, directly or indirectly, the beneficial owner of 50% or more of any class of equity securities or equivalent profit participation interests, or is considered a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X promulgated by the Commission under the Exchange Act. The Company's only Seller has no Subsidiaries are Protocall Software Delivery Systemsother than those listed on Schedule 3.1 hereto, Inc. and Precision Typeeach of which, Inc. Each Subsidiary unless otherwise indicated, is a corporation duly incorporated, validly existing and in good standing under wholly-owned by the laws of its state of incorporation, and has all corporate powers required to carry on its business as now conducted. Each Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect on such SubsidiarySeller.

Corporate Existence and Power; Subsidiaries. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada, and has all corporate powers required to carry on its business as now conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect. For the purposes of this Agreement, the term "“Material Adverse Effect" ” means, with respect to the Company, any circumstance, change in or effect on the Company that could reasonably be expected to have a material adverse effect on the Company's ’s condition (financial or other), business, properties, assets, liabilities (including contingent liabilities) or results of operations, taken as a whole. For the purposes of this Agreement, the term "“Subsidiary" ” or "“Subsidiaries" ” means, with respect to any entity, any corporation or other organization of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such entity or of which such entity is a partner or is, directly or indirectly, the beneficial owner of 50% or more of any class of equity securities or equivalent profit participation interests. The Company's ’s only Subsidiaries are Protocall Software Delivery Systems, Inc. and Precision Type, Inc. Each Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has all corporate powers required to carry on its business as now conducted. Each Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect on such Subsidiary.

Corporate Existence and Power; Subsidiaries. The Company is a corporation Seller and its Subsidiaries are corporations duly incorporated, validly existing and in good standing under the laws of the State of Nevadastate in which they are incorporated, and has have all corporate powers required to carry on its their business as now conducted. The Company is Seller and its Subsidiaries are duly qualified to do business as a foreign corporation and is are in good standing in each jurisdiction where the character of the property owned or leased by it them or the nature of its their activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse EffectEffect on the Seller or any of its Subsidiaries. For the purposes of this Agreement, the term "“Material Adverse Effect" ” means, with respect to the Companyany person or entity, any circumstance, change in or effect on the Company that could reasonably be expected to have a material adverse effect on the Company's its and its Subsidiaries’ condition (financial or otherotherwise), business, properties, assets, liabilities (including contingent liabilities) or results of operations, operations taken as a whole. True and complete copies of the Seller’s Articles of Incorporation, as amended, and Bylaws, as amended, as currently in effect and as will be in effect on the Closing Date (collectively, the “Articles and Bylaws”), have previously been provided to the Purchasers. For the purposes of this Agreement, the term "“Subsidiary" ” or "“Subsidiaries" ” means, with respect to any entity, any corporation or other organization of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such entity or of which such entity is a partner or is, directly or indirectly, the beneficial owner of 50% or more of any class of equity securities or equivalent profit participation interests. The Company's only Seller has no Subsidiaries are Protocall Software Delivery Systemsother than the following, Inc. and Precision Typeeach of which, Inc. Each Subsidiary unless otherwise indicated, is a corporation duly incorporated, validly existing and in good standing under wholly-owned by the laws of its state of incorporation, and has all corporate powers required to carry on its business as now conducted. Each Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect on such Subsidiary.Seller:

Corporate Existence and Power; Subsidiaries. The Company is a corporation Seller and its Subsidiaries are corporations duly incorporated, validly existing and in good standing under the laws of the State of Nevadastate in which they are incorporated, and has have all corporate powers required to carry on its their business as now conducted. The Company is Seller and its Subsidiaries are duly qualified to do business as a foreign corporation and is are in good standing in each jurisdiction where the character of the property owned or leased by it them or the nature of its their activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse EffectEffect on the Seller or any of its Subsidiaries. For the purposes of this Agreement, the term "Material Adverse EffectMATERIAL ADVERSE EFFECT" means, with respect to the Companyany person or entity, any circumstance, change in or effect on the Company that could reasonably be expected to have a material adverse effect on the Company's its and its Subsidiaries' condition (financial or otherotherwise), business, properties, assets, liabilities (including contingent liabilities) or ), results of operationsoperations or current prospects, taken as a whole. True and complete copies of the Seller's Articles of Incorporation, as amended (the "ARTICLES"), and Bylaws, as amended (the "BYLAWS"), as currently in effect and as will be in effect on the Closing Date (collectively, the "ARTICLES AND BYLAWS"), have previously been provided to the Purchasers. For the purposes of this Agreement, the term "SubsidiarySUBSIDIARY" or "Subsidiaries" means, with respect to any entity, any corporation or other organization of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such entity or of which such entity is a partner or is, directly or indirectly, the beneficial owner of 50% or more of any class of equity securities or equivalent profit participation interests. The Company's only Seller has no Subsidiaries are Protocall Software Delivery Systemsother than National Coal Corporation, Inc. and Precision Type, Inc. Each Subsidiary a Tennessee corporation which is a corporation duly incorporated, validly existing and in good standing under wholly-owned by the laws of its state of incorporation, and has all corporate powers required to carry on its business as now conducted. Each Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect on such SubsidiarySeller.

Corporate Existence and Power; Subsidiaries. The Company is a corporation Seller and its Subsidiaries are corporations duly incorporated, validly existing and in good standing under the laws of the State of Nevadastate in which they are incorporated, and has have all corporate powers required to carry on its their business as now conducted. The Company is Seller and its Subsidiaries are duly qualified to do business as a foreign corporation and is are in good standing in each jurisdiction where the character of the property owned or leased by it them or the nature of its their activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse EffectEffect on the Seller or any of its Subsidiaries. For the purposes of this Agreement, the term "Material Adverse Effect" means, with respect to the Companyany person or entity, any circumstance, change in or effect on the Company that could reasonably be expected to have a material adverse effect on the Company's its or its Subsidiaries' condition (financial or otherotherwise), business, properties, assets, liabilities (including contingent liabilities) or ), and results of operations. True and complete copies of the Seller's Certificate of Incorporation, taken as a wholeamended, and Bylaws, as amended (collectively, the "Charter and Bylaws") have previously been provided to the Purchasers. For the purposes of this Agreement, the term "Subsidiary" or "Subsidiaries" means, with respect to any entity, any corporation or other organization of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such entity or of which such entity is a partner or is, directly or indirectly, the beneficial owner of 50% or more of any class of equity securities or equivalent profit participation interests. The CompanySeller has no Subsidiaries other than as set forth in Exhibit 21 to the Seller's only Subsidiaries are Protocall Software Delivery Systemsannual report on Form 10-K for the fiscal year ended December 31, Inc. and Precision Type, Inc. Each Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has all corporate powers required to carry on its business as now conducted. Each Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect on such Subsidiary2002.

Corporate Existence and Power; Subsidiaries. The Company is a corporation Seller and its Subsidiaries are corporations duly incorporated, validly existing and in good standing under the laws of the State of Nevadajurisdiction in which they are incorporated or continued, and has have all corporate powers required to carry on its their business as now conducted. The Company is Seller and its Subsidiaries are duly qualified to do business as a foreign corporation and is are in good standing in each jurisdiction where the character of the property owned or leased by it them or the nature of its their activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse EffectEffect on the Seller or any of its Subsidiaries. For the purposes of this Agreement, the term "“Material Adverse Effect" ” means, with respect to the Companyany person or entity, any circumstance, change in or effect on the Company that could reasonably be expected to have a material adverse effect on the Company's its and its Subsidiaries’ condition (financial or otherotherwise), business, properties, assets, liabilities (including contingent liabilities) or ), results of operationsoperations or current prospects, taken as a whole. True and complete copies of the Seller’s Certificate of Incorporation, as amended, and Bylaws, as amended, as currently in effect and as will be in effect on the Closing Date (collectively, the “Certificate and Bylaws”), have previously been provided or made available to the Purchasers. For the purposes of this Agreement, the term "“Subsidiary" ” or "“Subsidiaries" ” means, with respect to any entity, any corporation or other organization of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such entity or of which such entity is a partner or is, directly or indirectly, the beneficial owner of 50% or more of any class of equity securities or equivalent profit participation interests. The Company's only Seller has no Subsidiaries are Protocall Software Delivery Systemsother than as set forth on Schedule 3.1, Inc. and Precision Typeeach of which, Inc. Each Subsidiary unless otherwise indicated on Schedule 3.1, is a corporation duly incorporated, validly existing and in good standing under wholly-owned by the laws of its state of incorporation, and has all corporate powers required to carry on its business as now conducted. Each Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect on such SubsidiarySeller.

Corporate Existence and Power; Subsidiaries. The Company is a corporation Seller and its Subsidiaries are corporations duly incorporated, validly existing and in good standing under the laws of the State of Nevadastate in which they are incorporated or continued, and has have all corporate powers required to carry on its their business as now conducted. The Company is Seller and its Subsidiaries are duly qualified to do business as a foreign corporation and is are in good standing in each jurisdiction where the character of the property owned or leased by it them or the nature of its their activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse EffectEffect on the Seller or any of its Subsidiaries. For the purposes of this Agreement, the term "“Material Adverse Effect" ” means, with respect to the Companyany person or entity, any circumstance, change in or effect on the Company that could reasonably be expected to have a material adverse effect on the Company's its and its Subsidiaries’ condition (financial or otherotherwise), business, properties, assets, liabilities (including contingent liabilities) or ), results of operationsoperations or current prospects, taken as a whole. True and complete copies of the Seller’s Certificate of Incorporation, as amended, and Bylaws, as amended, as currently in effect and as will be in effect on the Closing Date (collectively, the “Certificate and Bylaws”), have previously been provided or made available to the Purchasers. For the purposes of this Agreement, the term "“Subsidiary" ” or "“Subsidiaries" ” means, with respect to any entity, any corporation or other organization of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such entity or of which such entity is a partner or is, directly or indirectly, the beneficial owner of 50% or more of any class of equity securities or equivalent profit participation interests. The Company's only Seller has no Subsidiaries are Protocall Software Delivery Systemsother than as set forth on Schedule 3.1, Inc. and Precision Typeeach of which, Inc. Each Subsidiary unless otherwise indicated on Schedule 3.1, is a corporation duly incorporated, validly existing and in good standing under wholly-owned by the laws of its state of incorporation, and has all corporate powers required to carry on its business as now conducted. Each Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect on such SubsidiarySeller.

Corporate Existence and Power; Subsidiaries. The Company is a corporation and its Subsidiaries (as defined below) are corporations duly incorporated, validly existing and in good standing under the laws of the State of Nevadastate in which they are incorporated, and has have all corporate powers required to carry on its their business as now conducted. The Company is and its Subsidiaries are duly qualified to do business as a foreign corporation and is are in good standing in each jurisdiction where the character of the property owned or leased by it them or the nature of its their activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have or result in (i) a Material Adverse Effectmaterial adverse effect on the legality, validity or enforceability of any Transaction Document (as defined below), (ii) a material adverse effect on the business or financial condition of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company's ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a "MATERIAL ADVERSE EFFECT"). True and complete copies of the Company's Articles of Incorporation, as amended (the "CERTIFICATE"), and Bylaws, as amended (the "BYLAWS"), as currently in effect and as will be in effect on the Closing Date (collectively, the "CERTIFICATE AND BYLAWS"), have previously been made available to the Purchasers. For the purposes of this Agreement, the term "Material Adverse Effect" means, with respect to the Company, any circumstance, change in or effect on the Company that could reasonably be expected to have a material adverse effect on the Company's condition (financial or other), business, properties, assets, liabilities (including contingent liabilities) or results of operations, taken as a whole. For the purposes of this Agreement, the term "SubsidiarySUBSIDIARY" or "SubsidiariesSUBSIDIARIES" means, with respect to any entity, any corporation or other organization of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such entity or of which such entity is a partner or is, directly or indirectly, the beneficial owner of 50% or more of any class of equity securities or equivalent profit participation interests. The Company's only Subsidiaries are Protocall Software Delivery Systems, Inc. and Precision Type, Inc. Each Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has all corporate powers required to carry on its business as now conducted. Each Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect on such Subsidiary.

Corporate Existence and Power; Subsidiaries. The Company is a corporation Seller and its Subsidiaries are corporations duly incorporated, validly existing and in good standing under the laws of the State of Nevadastate in which they are incorporated or continued, and has have all corporate powers required to carry on its their business as now conducted. The Company is Seller and its Subsidiaries are duly qualified to do business as a foreign corporation and is are in good standing in each jurisdiction where the character of the property owned or leased by it them or the nature of its their activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse EffectEffect on the Seller or any of its Subsidiaries. For the purposes of this Agreement, the term "Material Adverse Effect" means, with respect to the Companyany person or entity, any circumstance, change in or effect on the Company that could reasonably be expected to have a material adverse effect on the Company's its and its Subsidiaries' condition (financial or otherotherwise), business, properties, assets, liabilities (including contingent liabilities) or ), results of operationsoperations or current prospects, taken as a whole. True and complete copies of the Seller's Certificate of Incorporation, as amended, and Bylaws, as amended, as currently in effect and as will be in effect on the Closing Date (collectively, the "Certificate and Bylaws"), have previously been provided or made available to the Purchasers. For the purposes of this Agreement, the term "Subsidiary" or "Subsidiaries" means, with respect to any entity, any corporation or other organization of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such entity or of which such entity is a partner or is, directly or indirectly, the beneficial owner of 50% or more of any class of equity securities or equivalent profit participation interests. The Company's only Seller has no Subsidiaries are Protocall Software Delivery Systemsother than as set forth on Schedule 3.1, Inc. and Precision Typeeach of which, Inc. Each Subsidiary unless otherwise indicated on Schedule 3.1, is a corporation duly incorporated, validly existing and in good standing under wholly-owned by the laws of its state of incorporation, and has all corporate powers required to carry on its business as now conducted. Each Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect on such SubsidiarySeller.

Corporate Existence and Power; Subsidiaries. The Company is a corporation Seller and its Subsidiaries (as defined below) are corporations duly incorporated, validly existing and in good standing under the laws of the State of Nevadastate in which they are incorporated, and has have all corporate powers required to carry on its their business as now conducted. The Company is Seller and its Subsidiaries are duly qualified to do business as a foreign corporation and is are in good standing in each jurisdiction where the character of the property owned or leased by it them or the nature of its their activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse EffectEffect on the Seller or any of its Subsidiaries. For the purposes of this Agreement, the term "“Material Adverse Effect" ” means, with respect to the Companyany person or entity, any circumstance, change in or effect on the Company that could reasonably be expected to have a material adverse effect on the Company's its and its Subsidiaries’ condition (financial or otherotherwise), business, properties, assets, liabilities (including contingent liabilities) or ), results of operationsoperations or current prospects, taken as a whole. True and complete copies of the Seller’s Articles of Incorporation, as amended, and Bylaws, as amended, as currently in effect and as will be in effect on the Closing Date (collectively, the “Articles and Bylaws”), have previously been made available to the Purchasers. For the purposes of this Agreement, the term "“Subsidiary" ” or "“Subsidiaries" ” means, with respect to any entity, any corporation or other organization of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such entity or of which such entity is a partner or is, directly or indirectly, the beneficial owner of 50% or more of any class of equity securities or equivalent profit participation interests. The Company's only Subsidiaries are Protocall Software Delivery Systems, Inc. and Precision Type, Inc. Each Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has all corporate powers required to carry on its business as now conducted. Each Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect on such Subsidiary.

Corporate Existence and Power; Subsidiaries. The Company is a corporation Seller and its Subsidiaries are corporations duly incorporated, validly existing and in good standing under the laws of the State of Nevadastate in which they are incorporated, and has have all corporate powers required to carry on its their business as now conducted. The Company is Seller and its Subsidiaries are duly qualified to do business as a foreign corporation and is are in good standing in each jurisdiction where the character of the property owned or leased by it them or the nature of its their activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse EffectEffect on the Seller or any of its Subsidiaries. For the purposes of this Agreement, the term "Material Adverse EffectMATERIAL ADVERSE EFFECT" means, with respect to the Companyany person or entity, any circumstance, change in or effect on the Company that could reasonably be expected to have a material adverse effect on the Company's its and its Subsidiaries' condition (financial or otherotherwise), business, properties, assets, liabilities (including contingent liabilities) or ), results of operationsoperations or current prospects, taken as a whole. True and complete copies of the Seller's Articles of Incorporation, as amended (the "ARTICLES"), and Bylaws, as amended (the "BYLAWS"), as currently in effect and as will be in effect on the Closing Date (collectively, the "ARTICLES AND BYLAWS"), have previously been provided to the Purchaser. For the purposes of this Agreement, the term "SubsidiarySUBSIDIARY" or "Subsidiaries" means, with respect to any entity, any corporation or other organization of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such entity or of which such entity is a partner or is, directly or indirectly, the beneficial owner of 50% or more of any class of equity securities or equivalent profit participation interests. The Company's only Seller has no Subsidiaries are Protocall Software Delivery Systemsother than National Coal Corporation, Inc. and Precision Type, Inc. Each Subsidiary a Tennessee corporation which is a corporation duly incorporated, validly existing and in good standing under wholly-owned by the laws of its state of incorporation, and has all corporate powers required to carry on its business as now conducted. Each Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect on such SubsidiarySeller.

Corporate Existence and Power; Subsidiaries. The Company is a corporation Seller and its Subsidiaries are corporations duly incorporated, validly existing and in good standing under the laws of the State of Nevadastate in which they are incorporated, and has have all corporate powers required to carry on its their business as now conducted. The Company is Seller and its Subsidiaries are duly qualified to do business as a foreign corporation and is are in good standing in each jurisdiction where the character of the property owned or leased by it them or the nature of its their activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse EffectEffect on the Seller or any of its Subsidiaries. For the purposes of this Agreement, the term "Material Adverse Effect" means, with respect to the Companyany person or entity, any circumstance, change in or effect on the Company that could reasonably be expected to have a material adverse effect on the Company's its or its Subsidiaries' condition (financial or otherotherwise), business, properties, assets, liabilities (including contingent liabilities) or ), and results of operations. True and complete copies of the Seller's Certificate of Incorporation, taken as a wholeamended, and Bylaws, as amended (collectively, the "Charter" and Bylaws") have previously been provided to the Purchasers. For the purposes of this Agreement, the term "Subsidiary" or "Subsidiaries" means, with respect to any entity, any corporation or other organization of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such entity or of which such entity is a partner or is, directly or indirectly, the beneficial owner of 50% or more of any class of equity securities or equivalent profit participation interests. The CompanySeller has no Subsidiaries other than as set forth in Exhibit 21 to the Seller's only Subsidiaries are Protocall Software Delivery Systemsannual report on Form 10-K for the fiscal year ended December 31, Inc. and Precision Type, Inc. Each Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has all corporate powers required to carry on its business as now conducted. Each Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect on such Subsidiary2002.