Common use of Organization and Qualification; Subsidiaries; Investments Clause in Contracts

Organization and Qualification; Subsidiaries; Investments. The Company and each of its Subsidiaries (as hereinafter defined) is a corporation duly organized, validly existing and in good standing under the laws of its state or jurisdiction of incorporation and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business as now being conducted and is in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it require such qualification and where failure to be in good standing or to so qualify would have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any effect, event, occurrence, change or state of facts that is, or when aggregated with other effects, events, occurrences, changes or states of facts, is, or is reasonably likely to be, materially adverse to (i) the assets, liabilities, business, property, operations or financial condition of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company and its Subsidiaries, taken as a whole, to perform their obligations under this Agreement. The Company has heretofore made available to HK a complete and correct copy of its Certificate of Incorporation, as amended, and Bylaws. Except as set forth on Section 3.1 of the Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity of which the Company owns either directly or through its Subsidiaries, (a) more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or (iii) the capital or profit interests therein, in the case of a partnership; or (b) or otherwise has the power to vote or direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body of such entity (the "Subsidiaries"). Except as set forth on Schedule 3.1 of the Disclosure Schedule, neither the Company nor any Subsidiary owns or holds the right to acquire any shares of stock or any other security or interest in any other person.

Organization and Qualification; Subsidiaries; Investments. The (a) Section 3.1(a) of the Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of each person (as defined below) in which the Company owns, directly or indirectly, fifty percent (50%) or more of the voting interests or of which the Company otherwise has the right to direct the management (each, a “Subsidiary”) together with the jurisdiction of incorporation or organization of each Subsidiary and the percentage of each Subsidiary’s outstanding capital stock or other equity interests owned directly or indirectly by the Company. Except as set forth in Section 3.1(a) of the Disclosure Letter, all the outstanding capital stock or other ownership interests of each Subsidiary is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below) or any other limitation or restriction. Each of the Company and each of its the Subsidiaries (as hereinafter defined) is a corporation duly organized, validly existing and in good standing under the laws of its state or the jurisdiction of its incorporation or organization and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business as now being conducted conducted. The Company has delivered to Parent’s counsel accurate and complete copies of the Restated Certificate of Incorporation and bylaws or comparable governing documents, each as in full force and effect on the date hereof, of the Company and each Subsidiary. Other than as specified in Section 3.1(a) of the Disclosure Letter, the Company has no operating Subsidiaries other than those incorporated in a state of the United States. (b) Each of the Company and the Subsidiaries is duly qualified or licensed and in good standing as a foreign corporation to do business in each jurisdiction where in which the properties property owned, leased or operated, operated by it or the nature of the business conducted, conducted by it require makes such qualification and or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing standing, individually or to so qualify would in the aggregate, does not have a Material Adverse Effect on the Company. The For purposes hereof, the term "“Material Adverse Effect on the Company," as used in this Agreement, ” means any effect, event, occurrencecircumstance involving, change in or state of facts effect on the Company or any Subsidiary (i) that is, or when aggregated with other effects, events, occurrences, changes or states of facts, is, or is reasonably likely in the future to be, materially adverse to (i) the assets, liabilities, business, propertyoperations, operations earnings or results of operations, assets or liabilities (including contingent liabilities), the financial condition or prospects of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company and its Subsidiaries, taken as a whole, to perform their obligations under excluding from the foregoing any event, change or circumstance arising out of (A) the compliance by the Company, the Subsidiaries, Parent or Acquisition with the terms and conditions of this Agreement. The Company has heretofore made available to HK a complete and correct copy of its Certificate of Incorporation, as amended, and Bylaws. Except as set forth on Section 3.1 of the Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity of which the Company owns either directly or through its Subsidiaries, (aB) more than 50% of changes in applicable law or regulations or in United States generally accepted accounting principles (i“GAAP”) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or (iiiC)(x) changes in economic conditions in the capital or profit interests thereinonline advertising business generally and (y) changes in regulatory conditions in the online advertising business, except, in the case of clauses (C)(x) and (C)(y), to the extent such changes have a partnership; materially disproportionate effect on the Company relative to other participants in the online advertising business, or (bii) that is reasonably likely to prevent or otherwise has materially delay or impair the power to vote or direct the voting of sufficient securities to elect a majority ability of the board of directors or similar governing body of such entity (Company to consummate the "Subsidiaries")transactions contemplated by this Agreement. Except as specifically set forth in this Agreement, all references to Material Adverse Effect on Schedule 3.1 of the Disclosure Schedule, neither the Company nor any Subsidiary owns or holds its Subsidiaries contained in this Agreement shall be deemed to refer solely to the right to acquire any shares of stock or any other security or interest in any other personCompany and its Subsidiaries without including its ownership by Parent after the Merger.

Organization and Qualification; Subsidiaries; Investments. The (a) Section 3.1(a) of the Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of each person (as defined below) in which the Company owns, directly or indirectly, fifty percent (50%) or more of the voting interests or of which the Company otherwise has the right to direct the management (each, a “Subsidiary”) together with the jurisdiction of incorporation or organization of each Subsidiary and the percentage of each Subsidiary’s outstanding capital stock or other equity interests owned directly or indirectly by the Company. Except as set forth in Section 3.1(a) of the Disclosure Letter, all the outstanding capital stock or other ownership interests of each Subsidiary is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below) or any other limitation or restriction. Each of the Company and each of its the Subsidiaries (as hereinafter defined) is a corporation duly organized, validly existing and in good standing under the laws of its state or the jurisdiction of its incorporation or organization and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business as now being conducted conducted. The Company has delivered to Parent’s counsel accurate and complete copies of the Certificate of Incorporation and bylaws or comparable governing documents, each as in full force and effect on the date hereof, of the Company and each Subsidiary. Other than as specified in Section 3.1(a) of the Disclosure Letter, the Company has no operating Subsidiaries other than those incorporated in a state of the United States. (b) Each of the Company and the Subsidiaries is duly qualified or licensed and in good standing as a foreign corporation to do business in each jurisdiction where in which the properties property owned, leased or operated, operated by it or the nature of the business conducted, conducted by it require makes such qualification and or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing standing, individually or to so qualify would in the aggregate, does not have a Material Adverse Effect on the Company. The For purposes hereof, the term "“Material Adverse Effect on the Company," as used in this Agreement, ” means any effect, event, occurrencecircumstance involving, change in or state of facts effect on the Company or any Subsidiary (i) that is, or when aggregated with other effects, events, occurrences, changes or states of facts, is, or is reasonably likely in the future to be, materially adverse to the business operations, earnings or results of operations, assets or liabilities (iincluding contingent liabilities) or the assets, liabilities, business, property, operations or financial condition of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company and its Subsidiaries, taken as a whole, excluding from the foregoing any event, change or circumstance arising out of (A) the compliance by the Company, the Subsidiaries, Parent or Acquisition with the terms and conditions of this Agreement, (B) the announcement or disclosure of this Agreement or the subject matter hereof, (C) any stockholder class action litigation arising directly out of allegations of a breach of fiduciary duty relating to perform their obligations under this Agreement or (D) changes in applicable law or regulations or in United States generally accepted accounting principles (“GAAP”) or (ii) that is reasonably likely to prevent or materially delay or impair the ability of the Company to consummate the transactions contemplated by this Agreement. The Company has heretofore made available to HK a complete and correct copy of its Certificate of Incorporation, as amended, and Bylaws. Except as specifically set forth in this Agreement, all references to Material Adverse Effect on Section 3.1 of the Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity of which the Company owns either directly or through its Subsidiaries, (a) more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or (iii) the capital or profit interests therein, Subsidiaries contained in the case of a partnership; or (b) or otherwise has the power this Agreement shall be deemed to vote or direct the voting of sufficient securities refer solely to elect a majority of the board of directors or similar governing body of such entity (the "Subsidiaries"). Except as set forth on Schedule 3.1 of the Disclosure Schedule, neither the Company nor any Subsidiary owns or holds and its Subsidiaries without including its ownership by Parent after the right to acquire any shares of stock or any other security or interest in any other personMerger.

Organization and Qualification; Subsidiaries; Investments. The (a) Section 3.1(a) of the Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of each person (as defined below) in which the Company owns, directly or indirectly, fifty percent (50%) or more of the voting interests or of which the Company otherwise has the right to direct the management (each, a "Subsidiary") together with the jurisdiction of incorporation or organization of each Subsidiary and the percentage of each Subsidiary's outstanding capital stock or other equity interests owned directly or indirectly by the Company. Except as set forth in Section 3.1(a) of the Disclosure Letter, all the outstanding capital stock or other ownership interests of each Subsidiary is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below) or any other limitation or restriction. Each of the Company and each of its the Subsidiaries (as hereinafter defined) is a corporation duly organized, validly existing and in good standing under the laws of its state or the jurisdiction of its incorporation or organization and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business as now being conducted conducted. The Company has delivered to SUTIOC's counsel accurate and complete copies of the Articles of Incorporation and bylaws or comparable governing documents, each as in full force and effect on the date hereof, of the Company and each Subsidiary. Other than as specified in Section 3.1(a) of the Disclosure Letter, the Company has no operating Subsidiaries other than those incorporated in a state of the United States. (b) Each of the Company and the Subsidiaries is duly qualified or licensed and in good standing as a foreign corporation to do business in each jurisdiction where in which the properties property owned, leased or operated, operated by it or the nature of the business conducted, conducted by it require makes such qualification and or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing standing, individually or to so qualify would in the aggregate, does not have a Material Adverse Effect on the Company. The For purposes hereof, the term "Material Adverse Effect on the Company," as used in this Agreement, means any effect, event, occurrencecircumstance involving, change in or state of facts effect on the Company or any Subsidiary (i) that is, or when aggregated with other effects, events, occurrences, changes or states of facts, is, or is reasonably likely in the future to be, materially adverse to (i) the assets, liabilities, business, propertyoperations, operations earnings or results of operations, assets or liabilities (including contingent liabilities), the financial condition or prospects of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company and its Subsidiaries, taken as a whole, to perform their obligations under excluding from the foregoing any event, change or circumstance arising out of (A) the compliance by the Company, the Subsidiaries, or SUTIOC with the terms and conditions of this Agreement. The Company has heretofore made available to HK a complete and correct copy of its Certificate of Incorporation, as amended, and Bylaws. Except as set forth on Section 3.1 of the Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity of which the Company owns either directly or through its Subsidiaries, (aB) more than 50% of changes in applicable law or regulations or in United States generally accepted accounting principles (i"GAAP") the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or (iiiC)(x) changes in economic conditions in the capital or profit interests thereintelephone and wireless service business generally and (y) changes in regulatory conditions in the telephone and wireless business, except, in the case of clauses (C)(x) and (C)(y), to the extent such changes have a partnership; materially disproportionate effect on the Company relative to other participants in the telephone and wireless business, or (bii) that is reasonably likely to prevent or otherwise has materially delay or impair the power to vote or direct the voting of sufficient securities to elect a majority ability of the board Company to consummate the transactions contemplated by this Agreement. Except as specifically set forth in this Agreement, all references to Material Adverse Effect on the Company or its Subsidiaries contained in this Agreement shall be deemed to refer solely to the Company and its Subsidiaries without including its ownership by SUTIOC after the Acquisition. (c) Section 3.1(c) of directors the Disclosure Letter sets forth a true and complete list, as of the date hereof, of each equity investment made by the Company or similar governing body of any Subsidiary in any person (including the percentage ownership, purchase price and any management rights granted to the Company or any such entity Subsidiary) other than the Subsidiaries (the "SubsidiariesOther Interests"). Except as set forth on Schedule 3.1 of the Disclosure Schedule, neither The Other Interests are owned directly or indirectly by the Company nor any Subsidiary owns or holds the right to acquire any shares free and clear of stock or any other security or interest in any other personall Liens.

Organization and Qualification; Subsidiaries; Investments. The (a) Section 2.1(a) of the Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of each person in which the Company owns, directly or indirectly, fifty percent (50%) or more of the voting interests or of which the Company otherwise has the right to direct the management (each, a "SUBSIDIARY") together with the jurisdiction of incorporation or organization of each Subsidiary and the percentage of each Subsidiary's outstanding capital stock or other equity interests owned directly or indirectly by the Company. All the outstanding capital stock or other ownership interests of each Subsidiary is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction. Each of the Company and each of its Subsidiaries (as hereinafter defined) is a corporation duly organized, validly existing and in good standing under the laws of its state or the jurisdiction of its incorporation or organization and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business as now being conducted conducted. The Company has delivered to Parent's counsel accurate and complete copies of the Certificate of Incorporation and Bylaws or comparable governing documents, each as in full force and effect on the date hereof, of the Company and each Subsidiary. Other than as specified in Section 2.1(a) of the Disclosure Letter, the Company has no operating Subsidiaries other than those incorporated in a state of the United States. (b) Each of the Company and the Subsidiaries is duly qualified or licensed and in good standing as a foreign corporation to do business in each jurisdiction where in which the properties property owned, leased or operated, operated by it or the nature of the business conducted, conducted by it require makes such qualification and or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing does not, individually or to so qualify would in the aggregate, have a Material Adverse Effect on the Company. The For purposes hereof, the term "Material Adverse Effect MATERIAL ADVERSE EFFECT ON THE COMPANY" means any circumstance involving, change in or effect on the Company," as used in this Agreement, means Company or any effect, event, occurrence, change or state of facts Subsidiary (i) that is, or when aggregated with other effects, events, occurrences, changes or states of facts, is, or is reasonably likely in the future to be, materially adverse to (i) the assets, liabilitiesbusiness operations, businessresults of operations, property, operations or the financial condition of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company and its Subsidiaries, taken as a whole, to perform their obligations under excluding from the foregoing the effect, if any, of (a) changes in general economic conditions, (b) the compliance by the Company, Subsidiaries, Parent or Acquisition with the terms and conditions of this Agreement. The Company has heretofore made available to HK a complete and correct copy of its Certificate of Incorporation, as amended(c) changes in the securities markets in general, and Bylaws. Except as set forth on Section 3.1 of (d) changes generally affecting the Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity of industry in which the Company owns either directly or through its and Subsidiaries operate (provided that such changes do not affect the Company and Subsidiaries, taken as a whole, in a disproportionate manner), (a) more than 50% of (ie) the total combined voting power effect on customers or suppliers of all classes the public announcement or pendency of voting securities this Agreement or the transactions contemplated hereby, (f) any change in the price or trading volume of such entitythe Shares from the date hereof, in and of itself, (g) any stockholder class action litigation arising directly out of allegations of a breach of fiduciary duty relating to this Agreement, or (h) any failure to meet expectations of analysts, in and of itself; or (ii) that is reasonably likely to prevent or materially delay or impair the total combined equity interests therein, or (iii) the capital or profit interests therein, in the case of a partnership; or (b) or otherwise has the power to vote or direct the voting of sufficient securities to elect a majority ability of the board of directors or similar governing body of such entity (Company to consummate the "Subsidiaries"). Except as set forth on Schedule 3.1 of the Disclosure Schedule, neither the Company nor any Subsidiary owns or holds the right to acquire any shares of stock or any other security or interest in any other persontransactions contemplated by this Agreement.

Organization and Qualification; Subsidiaries; Investments. The (a) Section 2.1(a) of the Company Disclosure Schedule sets forth a true and complete list of all the Company's directly or indirectly owned subsidiaries and sales and other offices, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock or other equity interests owned by the Company or another subsidiary of the Company. Each of the Company and each of its Subsidiaries (as hereinafter defined) subsidiaries is a corporation duly organized, validly existing and and, except as set forth in Section 2.1(a) of the Company Disclosure Schedule, in good standing under the laws of its state or the jurisdiction of its incorporation or organization and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business businesses as now being conducted and is in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it require such qualification and where failure to be in good standing or to so qualify would have a Material Adverse Effect on the Company. The term "Material Adverse Effect on Company has heretofore delivered or made available to Acquisition or Parent accurate and complete copies of the Company," Certificate of Incorporation and bylaws (or similar governing documents), as used currently in this Agreement, means any full force and effect, eventof the Company and each of its subsidiaries. Section 2.1(a) of the Company Disclosure Schedule specifically identifies each subsidiary of the Company that contains any material assets or through which the Company conducts any operations. Except as set forth in Section 2.1(a) of the Company Disclosure Schedule, occurrence, change or the Company has no operating subsidiaries other than those incorporated in a state of facts that is, or when aggregated with other effects, events, occurrences, changes or states of facts, is, or is reasonably likely to be, materially adverse to the United States. (ib) the assets, liabilities, business, property, operations or financial condition Each of the Company and its Subsidiaries taken as a wholesubsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary except where the failure to obtain such qualification or license with respect to the Company or any subsidiary would not adversely affect the Company or any such subsidiary in any material way. (iic) the ability Section 2.1(c) of the Company Disclosure Schedule sets forth a true and its Subsidiaries, taken as complete list of each equity investment in an amount of Five Thousand Dollars ($5,000) or more or that represents a whole, to perform their obligations under this Agreement. The five percent (5%) or greater ownership interest in the subject of such investment made by the Company has heretofore made available to HK a complete and correct copy or any of its Certificate of Incorporation, as amended, and Bylaws. Except as set forth on Section 3.1 of subsidiaries in any person other than the Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity of which the Company owns either directly or through its Subsidiaries, Company's subsidiaries (a) more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or (iii) the capital or profit interests therein, in the case of a partnership; or (b) or otherwise has the power to vote or direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body of such entity (the "SubsidiariesOther Interests"). Except as set forth on Schedule 3.1 described in Section 2.1(c) of the Company Disclosure Schedule, neither the Other Interests are owned by the Company, by one or more of the Company's subsidiaries or by the Company nor any Subsidiary owns and one or holds the right to acquire any shares more of stock or any other security or interest its subsidiaries, in any other personeach case free and clear of all Liens (as defined below).

Organization and Qualification; Subsidiaries; Investments. The (a) Section 2.1(a) of the Company Disclosure Schedule sets forth a true and complete list of each person in which the Company owns, directly or indirectly, 5% or more of the voting interests or of which the Company otherwise has the right to direct the management (each, a "Subsidiary") together with the jurisdiction of incorporation or organization of each Subsidiary and the percentage of each Subsidiary's outstanding capital stock or other equity interests owned directly or indirectly by the Company. All of the outstanding capital stock or other ownership interests of each Subsidiary is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction. Each of the Company and each of its Subsidiaries (as hereinafter defined) is a corporation duly organized, validly existing and in good standing under the laws of its state or the jurisdiction of its incorporation or organization and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business as now being conducted conducted, except where any failure of any Subsidiary to be so organized, existing and is in good standing could be cured by a ministerial filing or payment of a fee or tax. The Company has made available to Parent and Acquisition accurate and complete copies of the Certificate of Incorporation and bylaws or comparable other governing documents, each as in full force and effect on the date hereof, of the Company and each of its Significant Subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the SEC). Other than as specified in Section 2.1(a) of the Company Disclosure Schedule, the Company has no operating Subsidiaries other than those incorporated in a foreign corporation state of the United States. (b) Each of the Company and its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the properties property owned, leased or operated, operated by it or the nature of the business conducted, conducted by it require makes such qualification and or licensing necessary except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not, individually or to so qualify would in the aggregate, have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any effect, event, occurrence, change or state of facts that is, or when aggregated with other effects, events, occurrences, changes or states of facts, is, or is reasonably likely to be, materially adverse to . (ic) the assets, liabilities, business, property, operations or financial condition Section 2.1(c) of the Company Disclosure Schedule sets forth a true and its Subsidiaries taken complete list, as a whole, or (ii) the ability of the date hereof, of each equity investment (including obligations that are convertible into equity securities) made by the Company and its Subsidiaries, taken or any Subsidiary in any person (including the percentage ownership as a whole, to perform their obligations under this Agreement. The Company has heretofore made available to HK a complete and correct copy of its Certificate of Incorporation, as amended, and Bylaws. Except as set forth on Section 3.1 of the Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity of most recent practicable date for which the Company owns either directly or through its Subsidiaries, (a) more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or (iii) the capital or profit interests therein, in the case of a partnership; or (b) or otherwise Subsidiary has the power to vote or direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body of capitalization information for such entity and any management rights granted to the Company or any such Subsidiary) other than the Subsidiaries (the "SubsidiariesOther Interests"). Except as set forth on Schedule 3.1 of the Disclosure Schedule, neither The Other Interests are owned directly or indirectly by the Company nor any Subsidiary owns or holds the right to acquire any shares free and clear of stock or any other security or interest in any other personall Liens.

Organization and Qualification; Subsidiaries; Investments. The (a) Section 3.1(a) of the Company Disclosure Schedule sets forth a true and complete list of all the Company's directly or indirectly owned subsidiaries and branch offices, together with the jurisdiction of incorporation or organization of each subsidiary and the percentage of each subsidiary's outstanding capital stock or other equity interests owned by the Company or another subsidiary of the Company. Each of the Company and each of its Subsidiaries (as hereinafter defined) subsidiaries is a corporation duly organized, validly existing and and, except as set forth in Section 3.1 of the Company Disclosure Schedule, in good standing under the laws of its state or the jurisdiction of its incorporation or organization and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business businesses as now being conducted conducted. The Company has heretofore delivered to Acquisition or Parent accurate and complete copies of the Articles of Incorporation and bylaws (or similar governing documents), as currently in full force and effect, of the Company and each of its subsidiaries. Section 3.1(a) of the Company Disclosure Schedule specifically identifies each subsidiary of the Company that contains any material assets or through which the Company conducts any material operations. Except as set forth in Section 3.1(a) of the Company Disclosure Schedule, the Company has no operating subsidiaries other than those incorporated in a state of the United States. (b) Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, each of the Company and its subsidiaries is duly qualified or licensed and in good standing as a foreign corporation to do business in each jurisdiction where in which the properties property owned, leased or operated, operated by it or the nature of the business conducted, conducted by it require makes such qualification and or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not, individually or to so qualify would in the aggregate, have a Material Adverse Effect on the Company. The When used in connection with the Company or its subsidiaries, the term "Material Adverse Effect on the Company," as used in this Agreement, means any effect, event, occurrencecircumstance, change or state of facts that isin, or when aggregated with other effects, events, occurrences, changes or states of facts, effect on the Company and its subsidiaries that is, or is reasonably likely in the future to be, materially adverse to to: (i) the assets, liabilities (including contingent liabilities), business, propertyoperations, condition (financial or otherwise), earnings or results of operations or financial condition of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company and its Subsidiariessubsidiaries, taken as a whole, to perform their obligations under this Agreement. The Company has heretofore made available to HK a complete and correct copy of its Certificate of Incorporation, as amended, and Bylaws. Except as set forth on Section 3.1 of the Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity of which the Company owns either directly or through its Subsidiaries, (a) more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, or (ii) the total combined equity interests therein, Company's ability to consummate the Merger or (iii) the capital or profit interests therein, in the case of a partnership; or (b) or otherwise has the power to vote or direct the voting of sufficient securities to elect a majority any of the board other transactions contemplated hereby or by any of directors the other agreements executed and delivered in connection herewith. (c) Section 3.1(c) of the Company Disclosure Schedule sets forth a true and complete list of each equity investment made by the Company or similar governing body any of such entity its subsidiaries in any person other than the Company's subsidiaries (the "SubsidiariesOther Interests"). Except as set forth on Schedule 3.1 described in Section 3.1(c) of the Company Disclosure Schedule, neither the Other Interests are owned by the Company, by one or more of the Company's subsidiaries or by the Company nor any Subsidiary owns and one or holds the right to acquire any shares more of stock or any other security or interest its subsidiaries, in any other personeach case free and clear of all Liens (as defined below).

Organization and Qualification; Subsidiaries; Investments. (a) The Company and each of its Subsidiaries (as hereinafter defined) has no directly or indirectly owned subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws of its state or the jurisdiction of its incorporation and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business businesses as now being conducted conducted. The Company has heretofore delivered to Acquisition or Parent accurate and complete copies of the Articles of Incorporation and bylaws (or similar governing documents), as currently in full force and effect, of the Company. (b) Except as set forth on Section 2.1(b) of the Company Disclosure Letter, the Company is duly qualified or licensed and in good standing as a foreign corporation to do business in each jurisdiction where in which the properties property owned, leased or operated, operated by it or the nature of the business conducted, conducted by it require makes such qualification and or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not, individually or to so qualify would in the aggregate, have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any effect, event, occurrencecircumstance, change or state of facts that isin, or when aggregated with other effectseffect on the Company, eventstaken as a whole, occurrences, changes or states of facts, (i) that is, or is reasonably likely in the future to be, materially adverse to the operations, assets or liabilities (iincluding contingent liabilities), earnings or results of operations, the business (financial or otherwise) the assets, liabilities, business, property, operations or financial condition of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company and its SubsidiariesCompany, taken as a whole, to perform their obligations under this Agreement. The Company has heretofore made available to HK a complete and correct copy of its Certificate of Incorporation, as amended, and Bylaws. Except as set forth on Section 3.1 of the Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity of which the Company owns either directly or through its Subsidiaries, (a) more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) that would reasonably be expected to prevent or materially delay or impair the total combined equity interests thereinability of the Company to consummate the Merger, or (iii) (without limiting the capital forgoing) that would reasonably be expected to prevent or profit interests therein, delay the ability of the Company to ship test samples of the EBS71X and EBS72X chips (and their operating software) to prospective customers by February 2001 which operate at the HDSL2 rate and operate substantially within the test loop conditions specified in the case HDSL2 standard or substantially meeting the commercial needs of a partnershipHDSL2 OEMs; provided, however, that such term shall not include (A) any circumstance or change related to general economic conditions, securities markets generally or the industry in which the Company operates or (bB) the extent to which any such circumstance, change or otherwise has effect results from the power to vote or direct the voting of sufficient securities to elect a majority effect of the board of directors announcement or similar governing body of such entity (the "Subsidiaries"). Except as set forth on Schedule 3.1 pendency of the Disclosure Schedule, neither the Company nor any Subsidiary owns or holds the right to acquire any shares of stock or any other security or interest in any other personMerger.

Organization and Qualification; Subsidiaries; Investments. (a) Section 3.1(a) of the Company Disclosure Schedule sets forth a true and complete list of all the Company's directly and indirectly owned subsidiaries together with the jurisdiction of incorporation of each subsidiary. The Company or another subsidiary of the Company owns 100% of each subsidiary's outstanding capital stock or other equity interests. Each of the Company and each of its Subsidiaries (as hereinafter defined) subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its state or the jurisdiction of its incorporation or organization and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business businesses as now being conducted conducted. The Company has heretofore made available to Parent accurate and is complete copies of the Certificate of Incorporation and bylaws (or similar governing documents), as currently in full force and effect, of the Company and each of its subsidiaries. Except as set forth in Section 3.1(a) of the Company Disclosure Schedule, the Company has no operating subsidiaries other than those incorporated in a state of the United States. (b) The Company and its subsidiaries are duly qualified or licensed and in good standing as a foreign corporation to do business in each jurisdiction where in which the properties property owned, leased or operated, operated by them or the nature of the business conducted, conducted by it require them makes such qualification and or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not, individually or to so qualify would in the aggregate, have a Material Adverse Effect on the Company. The When used in connection with the Company or its subsidiaries, the term "MATERIAL ADVERSE EFFECT ON THE COMPANY" means any circumstance, change in, or effect on the Company and its subsidiaries, taken as a whole, that is, or is reasonably likely in the foreseeable future to be, materially adverse to the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, provided that none of the following shall be deemed, either alone or in combination, to constitute a Material Adverse Effect on the Company," as used in this Agreement, means any effect, event, occurrence, change or state of facts that is, or when aggregated with other effects, events, occurrences, changes or states of facts, is, or is reasonably likely to be, materially adverse to : (i) a change in financial market conditions generally or in the assets, liabilities, business, property, operations market price or financial condition trading volume of the Company and its Subsidiaries taken Common Stock; (ii) any change in general economic conditions or conditions affecting the transportation services industry as a whole, or (ii) the ability of the Company and its Subsidiaries, taken as a whole, to perform their obligations under this Agreement. The Company has heretofore made available to HK a complete and correct copy of its Certificate of Incorporation, as amended, and Bylaws. Except as set forth on Section 3.1 of the Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity of which the Company owns either directly or through its Subsidiaries, (a) more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or ; (iii) events resulting from the capital public announcement or profit interests therein, consummation of the transactions contemplated by this Agreement; (iv) any effect resulting from any change in the case of a partnershipApplicable Law or generally accepted accounting principles; or (bv) or otherwise has the power to vote or direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body of such entity (the "Subsidiaries"). Except as set forth on Schedule 3.1 of the Disclosure Schedule, neither any effect resulting from compliance by the Company nor any Subsidiary owns or holds with the right to acquire any shares terms of stock or any other security or interest in any other personthis Agreement.

Organization and Qualification; Subsidiaries; Investments. The (a) Section 2.1(a) of the Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of each person in which the Company owns, directly or indirectly, fifty percent (50%) or more of the voting interests or of which the Company otherwise has the right to direct the management (each, a "SUBSIDIARY") together with the jurisdiction of incorporation or organization of each Subsidiary and the percentage of each Subsidiary's outstanding capital stock or other equity interests owned directly or indirectly by the Company. All the outstanding capital stock or other ownership interests of each Subsidiary is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction. Each of the Company and each of its the Subsidiaries (as hereinafter defined) is a corporation duly organized, organized and validly existing and in good standing under the laws of its state or the jurisdiction of its incorporation or organization and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business as now being conducted conducted. The Company has delivered to Parent's counsel accurate and complete copies of the Certificate of Incorporation and bylaws or comparable governing documents, each as in full force and effect on the date hereof, of the Company and each Subsidiary. The Company has no operating Subsidiaries other than those incorporated in a state of the United States, Canada or Costa Rica. (b) Each of the Company and the Subsidiaries is duly qualified or licensed and in good standing as a foreign corporation to do business in each jurisdiction where in which the properties property owned, leased or operated, operated by it or the nature of the business conducted, conducted by it require makes such qualification and or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing does not, individually or to so qualify would in the aggregate, have a Material Adverse Effect on the Company. The For purposes hereof, the term "Material Adverse Effect MATERIAL ADVERSE EFFECT ON THE COMPANY" means any circumstance involving, change in or effect on the Company," as used in this Agreement, means Company or any effect, event, occurrence, change or state of facts Subsidiary (i) that is, or when aggregated with other effects, events, occurrences, changes or states of facts, is, or is reasonably likely in the future to be, materially adverse to the business operations, earnings, or results of operations, assets or liabilities (iincluding contingent liabilities) or the assets, liabilities, business, property, operations or financial condition of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company and its Subsidiaries, taken as a whole, excluding from the foregoing any event, change or circumstance arising out of (A) the compliance by the Company, Subsidiaries, Parent or Acquisition with the terms and conditions of this Agreement, (B) the announcement or disclosure of this Agreement or the subject matter hereof, (C) any stockholder class action litigation arising directly out of allegations of a breach of fiduciary duty relating to perform their obligations under this Agreement or (D) to changes in applicable law or regulations or in generally accepted accounting principles, or (ii) that is reasonably likely to prevent or materially delay or impair the ability of the Company to consummate the transactions contemplated by this Agreement. The Company has heretofore made available to HK a complete and correct copy of its Certificate of Incorporation, as amended, and Bylaws. Except as specifically set forth in this Agreement, all references to Material Adverse Effect on Section 3.1 of the Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity of which the Company owns either directly or through its Subsidiaries, (a) more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or (iii) the capital or profit interests therein, Subsidiaries contained in the case of a partnership; or (b) or otherwise has the power this Agreement shall be deemed to vote or direct the voting of sufficient securities refer solely to elect a majority of the board of directors or similar governing body of such entity (the "Subsidiaries"). Except as set forth on Schedule 3.1 of the Disclosure Schedule, neither the Company nor any Subsidiary owns or holds and its Subsidiaries without including its ownership by Parent after the right to acquire any shares of stock or any other security or interest in any other personMerger.

Organization and Qualification; Subsidiaries; Investments. The Company (a) Section 4.1(a) of the SP Disclosure Schedule sets forth a true and complete list of each Person in which the Companies own, directly or indirectly, more than 10% of its the voting interests or of which the Companies otherwise have the right to direct the management (each, a “Subsidiary” and collectively, “Subsidiaries”) together with the jurisdiction of incorporation or organization of each Subsidiary and the percentage of each Subsidiary’s outstanding capital stock or other equity interests owned directly or indirectly by the Companies. All of the outstanding capital stock or other ownership interests of each Subsidiary is owned by the Companies, directly or indirectly, free and clear of any Lien. Each of the Companies and the Subsidiaries (as hereinafter defined) is a corporation duly organized, validly existing and in good standing under the laws of its state or the jurisdiction of its incorporation or organization and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business as now being conducted conducted. Parent and the Companies have made available to Newport and Buyer accurate and complete copies of the Certificate of Incorporation and bylaws or comparable other governing documents, each as in full force and effect on the date hereof, of the Companies and each Subsidiary. Other than as specified in Section 4.1(a) of the SP Disclosure Schedule, the Companies have no Subsidiaries. (b) Each of the Companies and the Subsidiaries is duly qualified or licensed and in good standing as a foreign corporation to do business in each jurisdiction where in which the properties property owned, leased or operated, operated by it or the nature of the business conducted, conducted by it require makes such qualification and or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not, individually or to so qualify would in the aggregate, have a Company Material Adverse Effect on Effect. (c) Section 4.1(c) of the CompanySP Disclosure Schedule sets forth a true and complete list, as of the date hereof, of each equity investment (including obligations that are convertible into equity securities) made by any Company or any Subsidiary in any Person (including the percentage ownership as of the most recent practicable date for which such Company or such Subsidiary has capitalization information for such entity and any management rights granted to such Company or any such Subsidiary) other than the Subsidiaries (“Other Interests”). The term "Material Adverse Effect on the Company," as used in this Agreement, means any effect, event, occurrence, change or state of facts that is, or when aggregated with other effects, events, occurrences, changes or states of facts, is, or is reasonably likely to be, materially adverse to (i) the assets, liabilities, business, property, operations or financial condition of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company and its Subsidiaries, taken as a whole, to perform their obligations under this Agreement. The Company has heretofore made available to HK a complete and correct copy of its Certificate of Incorporation, as amended, and Bylaws. Except as set forth on Section 3.1 of the Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity of which the Company owns either Other Interests are owned directly or through its Subsidiaries, (a) more than 50% of (i) the total combined voting power indirectly by such Company or such Subsidiary free and clear of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or (iii) the capital or profit interests therein, in the case of a partnership; or (b) or otherwise has the power to vote or direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body of such entity (the "Subsidiaries"). Except as set forth on Schedule 3.1 of the Disclosure Schedule, neither the Company nor any Subsidiary owns or holds the right to acquire any shares of stock or any other security or interest in any other personLiens.

Organization and Qualification; Subsidiaries; Investments. The (a) Section 2.1(a) of the Company Disclosure Schedule sets forth a true and complete list of each person in which the Company owns, directly or indirectly, 50% or more of the voting interests or of which the Company otherwise has the right to direct the management (each, a “Subsidiary”) together with the jurisdiction of incorporation or organization of each Subsidiary and the percentage of each Subsidiary’s outstanding capital stock or other equity interests owned directly or indirectly by the Company. All of the outstanding capital stock or other ownership interests of each Subsidiary is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction. Each of the Company and each of its Subsidiaries (as hereinafter defined) is a corporation duly organized, validly existing and in good standing under the laws of its state or the jurisdiction of its incorporation or organization and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business as now being conducted except where any failure of any Subsidiary to be so organized, existing and is in good standing could be cured by a ministerial filing or payment of a fee or tax. The Company has made available to Parent and Acquisition accurate and complete copies of the Certificate of Incorporation and bylaws or comparable other governing documents, each as in full force and effect on the date hereof, of the Company and each of its Significant Subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the SEC). Other than as specified in Section 2.1(a) of the Company Disclosure Schedule, the Company has no operating Subsidiaries other than those incorporated in a foreign corporation state of the United States. (b) Each of the Company and its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the properties property owned, leased or operated, operated by it or the nature of the business conducted, conducted by it require makes such qualification and or licensing necessary except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not, individually or to so qualify would in the aggregate, have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any effect, event, occurrence, change or state of facts that is, or when aggregated with other effects, events, occurrences, changes or states of facts, is, or is reasonably likely to be, materially adverse to . (ic) the assets, liabilities, business, property, operations or financial condition Section 2.1(c) of the Company Disclosure Schedule sets forth a true and its Subsidiaries taken complete list, as a whole, or (ii) the ability of the date hereof, of each equity investment (including obligations that are convertible into equity securities) made by the Company and its Subsidiaries, taken or any Subsidiary in any person (including the percentage ownership as a whole, to perform their obligations under this Agreement. The Company has heretofore made available to HK a complete and correct copy of its Certificate of Incorporation, as amended, and Bylaws. Except as set forth on Section 3.1 of the Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity of most recent practicable date for which the Company owns either or such Subsidiary has capitalization information for such entity and any management rights granted to the Company or any such Subsidiary) other than the Subsidiaries (“Other Interests”). The Other Interests are owned directly or through its Subsidiaries, (a) more than 50% of (i) indirectly by the total combined voting power Company free and clear of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or (iii) the capital or profit interests therein, in the case of a partnership; or (b) or otherwise has the power to vote or direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body of such entity (the "Subsidiaries"). Except as set forth on Schedule 3.1 of the Disclosure Schedule, neither the Company nor any Subsidiary owns or holds the right to acquire any shares of stock or any other security or interest in any other personLiens.

Organization and Qualification; Subsidiaries; Investments. The Company 5.1.1 Each of Endan and each of its the Subsidiaries (as hereinafter defined) is a corporation duly organized, organized and validly existing and in good standing under the laws of its state or jurisdiction of incorporation Israel and has have all requisite corporate power and corporate authority to own, lease and operate its their properties and to carry on its business their businesses as now being conducted conducted. Endan has all requisite power and authority to execute and deliver this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby (hereinafter, the "Transactions"). Endan has heretofore delivered to DSI accurate and complete copies of its Constitutional Documents and the Constitutional Documents of the Subsidiaries, as currently in effect. Other than as set forth on the Endan Disclosure Schedule, Endan has no subsidiaries and has no equity investments, ownership or partnership interests in any other Person. 5.1.2 Each of Endan and the Subsidiaries is duly qualified or licensed and in good standing as a foreign corporation to do business in each jurisdiction where in which the properties property owned, leased or operated, operated by them or the nature of the business conducted, conducted by it require them makes such qualification and or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not, individually or to so qualify would in the aggregate, have a Material Adverse Effect on Endan and the CompanySubsidiaries, individually and taken as a whole. The term "Material Adverse Effect on the Company," as used in this AgreementEffect", with respect to any Person, means any effect, event, occurrencecircumstance, change or state of facts that isin, or when aggregated with other effects, events, occurrences, changes or states of facts, effect on such Person (i) that is, or is reasonably likely in the future to be, materially adverse to the operations, assets or liabilities (iincluding contingent liabilities), earnings or results of operations, the business (financial or otherwise) the assets, liabilities, business, property, operations or financial condition prospects of the Company and its Subsidiaries taken as a whole, such Person or (ii) that would reasonably be expected to prevent or materially delay or impair the ability of the Company and its Subsidiaries, taken as a whole, to perform their obligations under this Agreement. The Company has heretofore made available to HK a complete and correct copy of its Certificate of Incorporation, as amended, and Bylaws. Except as set forth on Section 3.1 of the Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity of which the Company owns either directly or through its Subsidiaries, such Person (a) more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or (iii) the capital or profit interests thereinor, in the case of a partnershipEndan, of the Shareholders and Noy) to consummate the transactions contemplated hereby; provided, however, that such term shall not include any circumstance or change related to general economic conditions; and provided, further, that in the case of DSSI, such term shall also not include any circumstance or change related to (A) securities markets generally or (bB) or fluctuations in the price of DSSI Common Stock unrelated to any event that would otherwise has the power to vote or direct the voting of sufficient securities to elect constitute a majority of the board of directors or similar governing body of such entity (the "Subsidiaries"). Except as set forth Material Adverse Effect on Schedule 3.1 of the Disclosure Schedule, neither the Company nor any Subsidiary owns or holds the right to acquire any shares of stock or any other security or interest in any other personDSSI.

Organization and Qualification; Subsidiaries; Investments. The Company (a) Section 2.1(a) of the Rxxxxxxx Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of each Subsidiary of Rxxxxxxx together with the jurisdiction of incorporation or organization of each Subsidiary and the percentage of each such Subsidiary’s outstanding Capital Stock owned directly or indirectly by Rxxxxxxx. All the outstanding Capital Stock of each such Subsidiary is owned by Rxxxxxxx, directly or indirectly, free and clear of any Lien or any other limitation or restriction. Each of Rxxxxxxx and its Subsidiaries (as hereinafter defined) is a corporation duly incorporated or organized, validly existing and in good standing under the laws Laws of the jurisdiction of its state incorporation or jurisdiction of incorporation organization and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business as now being conducted and is in good standing as a foreign corporation in each jurisdiction conducted, except where the properties owned, leased or operated, or the business conducted, by it require such qualification and where failure to be in good standing standing, individually or to so qualify in the aggregate, would not have a Material Adverse Effect on Rxxxxxxx. Rxxxxxxx has previously delivered to Lxxxx’x counsel accurate and complete copies of the Companyarticles of incorporation and bylaws or comparable governing documents, each as in full force and effect on the date hereof, of Rxxxxxxx and each of its Subsidiaries. The term "“Material Adverse Effect on the Company," as used in this Agreement, Rxxxxxxx” means any effect, event, occurrencecircumstance involving, change in or state effect on Rxxxxxxx, any of facts its Subsidiaries or any Stockholder (i) that is, or when aggregated with other effects, events, occurrences, changes or states of facts, is, or is reasonably likely in the future to be, materially adverse to the business operations, earnings, results of operations, assets or liabilities (i) including contingent liabilities), prospects or the assets, liabilities, business, property, operations or financial condition of the Company and Rxxxxxxx or any of its Subsidiaries Subsidiaries, taken as a whole, or (ii) that is reasonably likely to prevent or materially delay or impair the ability of Rxxxxxxx or any Stockholder to consummate the Company and its Subsidiaries, taken as a whole, to perform their obligations under transactions contemplated by this Agreement. The Company has heretofore made available to HK a complete and correct copy of its Certificate of Incorporation, as amended, and Bylaws. Except as set forth on Section 3.1 of the Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity of which the Company owns either directly or through its Subsidiaries, (a) more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or (iii) the capital or profit interests therein, in the case of a partnership; or (b) or otherwise has the power to vote or direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body of such entity (the "Subsidiaries"). Except as set forth on Schedule 3.1 of the Disclosure Schedule, neither the Company nor any Subsidiary owns or holds the right to acquire any shares of stock or any other security or interest in any other person.

Organization and Qualification; Subsidiaries; Investments. The (a) Section 2.1(a) of the Company Disclosure Schedule sets forth a true and complete list of each person in which the Company owns, directly or indirectly, 50% or more of the voting interests or of which the Company otherwise has the right to direct the management (each, a "SUBSIDIARY") together with the jurisdiction of incorporation or organization of each Subsidiary and the percentage of each Subsidiary's outstanding capital stock or other equity interests owned directly or indirectly by the Company. All of the outstanding capital stock or other ownership interests of each Subsidiary is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction. Each of the Company and each of its Subsidiaries (as hereinafter defined) is a corporation duly organized, validly existing and in good standing under the laws of its state or the jurisdiction of its incorporation or organization and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business as now being conducted except where any failure of any Subsidiary to be so organized, existing and is in good standing could be cured by a ministerial filing or payment of a fee or tax. The Company has made available to Parent and Acquisition accurate and complete copies of the Certificate of Incorporation and bylaws or comparable other governing documents, each as in full force and effect on the date hereof, of the Company and each of its Significant Subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the SEC). Other than as specified in Section 2.1(a) of the Company Disclosure Schedule, the Company has no operating Subsidiaries other than those incorporated in a foreign corporation state of the United States. (b) Each of the Company and its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the properties property owned, leased or operated, operated by it or the nature of the business conducted, conducted by it require makes such qualification and or licensing necessary except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not, individually or to so qualify would in the aggregate, have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any effect, event, occurrence, change or state of facts that is, or when aggregated with other effects, events, occurrences, changes or states of facts, is, or is reasonably likely to be, materially adverse to . (ic) the assets, liabilities, business, property, operations or financial condition Section 2.1(c) of the Company Disclosure Schedule sets forth a true and its Subsidiaries taken complete list, as a whole, or (ii) the ability of the date hereof, of each equity investment (including obligations that are convertible into equity securities) made by the Company and its Subsidiaries, taken or any Subsidiary in any person (including the percentage ownership as a whole, to perform their obligations under this Agreement. The Company has heretofore made available to HK a complete and correct copy of its Certificate of Incorporation, as amended, and Bylaws. Except as set forth on Section 3.1 of the Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity of most recent practicable date for which the Company owns either directly or through its Subsidiaries, (a) more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or (iii) the capital or profit interests therein, in the case of a partnership; or (b) or otherwise Subsidiary has the power to vote or direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body of capitalization information for such entity and any management rights granted to the Company or any such Subsidiary) other than the Subsidiaries (the "SubsidiariesOTHER INTERESTS"). Except as set forth on Schedule 3.1 of the Disclosure Schedule, neither The Other Interests are owned directly or indirectly by the Company nor any Subsidiary owns or holds the right to acquire any shares free and clear of stock or any other security or interest in any other personall Liens.

Organization and Qualification; Subsidiaries; Investments. The (a) Section 3.1(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of all the Company's directly or indirectly owned subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock or other equity interests owned by the Company or another subsidiary of the Company. Each of the Company and each of its Subsidiaries (as hereinafter defined) subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its state or the jurisdiction of its incorporation or organization and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business businesses as now being conducted conducted. The Company has heretofore delivered to Purchaser or Parent accurate and complete copies of the Certificate of Incorporation and bylaws (or similar governing documents), as currently in full force and effect, of the Company and its subsidiaries. Section 3.1(a) of the Company Disclosure Schedule identifies all the material subsidiaries of the Company. The Company has no operating subsidiaries other than those incorporated in a state of the United States. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any partnership, joint venture, limited liability company or other business association. (b) Each of the Company and its subsidiaries is duly qualified or licensed and in good standing as a foreign corporation to do business in each jurisdiction where in which the properties property owned, leased or operated, operated by it or the nature of the business conducted, conducted by it require makes such qualification and or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not, individually or to so qualify would in the aggregate, have a Material Adverse Effect (as defined below) on the Company. The Section 3.1(b) of the Company Disclosure Schedule sets forth each jurisdiction in which the Company and each of its subsidiaries is so qualified. When used in connection with the Company or its subsidiaries, the term "Material Adverse Effect on the Company," as used in this Agreement, means any effect, event, occurrencecircumstance, change or state of facts that isin, or when aggregated with other effectseffect on (or circumstance, eventschange in, occurrencesor effect involving a prospective change on) the Company and its subsidiaries, changes or states of factstaken as a whole, (a) that is, or is reasonably likely in the future to be, materially adverse to the operations, assets or liabilities (iincluding contingent liabilities), earnings or results of operations, or the business (financial or otherwise) the assets, liabilities, business, property, operations or financial condition of the Company and its Subsidiaries subsidiaries, taken as a whole, or (iib) that would reasonably be expected to prevent or materially delay or impair the ability of the Company and its Subsidiaries, taken as a whole, to perform their obligations under consummate the transactions contemplated by this Agreement. The . (c) Other than the Company's subsidiaries, the Company has heretofore does not own any equity investment that represents a five percent (5%) or greater ownership interest in the subject of such investment made available to HK a complete and correct copy by the Company or any of its Certificate of Incorporation, as amended, and Bylaws. Except as set forth on Section 3.1 of the Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity of which the Company owns either directly or through its Subsidiaries, (a) more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or (iii) the capital or profit interests therein, in the case of a partnership; or (b) or otherwise has the power to vote or direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body of such entity (the "Subsidiaries"). Except as set forth on Schedule 3.1 of the Disclosure Schedule, neither the Company nor any Subsidiary owns or holds the right to acquire any shares of stock or any other security or interest in any other personsubsidiaries.

Organization and Qualification; Subsidiaries; Investments. The (a) Section 2.1(a) of the disclosure letter supplied by Company to Parent (the “Disclosure Letter”) and dated as of the date hereof, sets forth, as of the date of this Agreement, a true and complete list of each person in which the Company owns, directly or indirectly, fifty percent or more of the voting interests or of which the Company otherwise has the right to direct the management (each, a “Subsidiary” and collectively, the “Subsidiaries”) together with the jurisdiction of incorporation or organization of each Subsidiary and the percentage of each Subsidiary’s outstanding capital stock or other equity interests owned directly or indirectly by the Company. All outstanding shares of capital stock or other equity interests of each of the Subsidiaries (i) are duly authorized, validly issued, fully paid and nonassessable and (ii) except to the extent set forth in Section 2.1(a) of the Disclosure Letter, are owned by the Company free and clear of all Liens (as defined in Section 2.2(b)) or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or exercisable or convertible securities or other commitments, transactions, arrangements, understandings or agreements of any character relating to the issued or unissued capital stock, or other equity interests or other securities of any such Subsidiary, or otherwise obligating the Company or any such Subsidiary to issue, transfer, sell, purchase, repurchase, redeem or otherwise acquire any such securities. Each of the Company and each of its the Subsidiaries (as hereinafter defined) is a corporation duly organized, organized and validly existing and in good standing under the laws of its state or the jurisdiction of its incorporation or organization and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business business. The Company has delivered to Parent’s counsel accurate and complete copies of the Articles of Incorporation and Bylaws or comparable governing documents, each as now being conducted in full force and effect on the date hereof, of the Company and each Subsidiary. The Company has no operating Subsidiaries other than those incorporated in a state of the United States, except as disclosed in Section 2.1(a) of the Disclosure Letter. Each Subsidiary is wholly owned by the Company, except as disclosed in Section 2.1(a) of the Disclosure Letter. (b) Each of the Company and the Subsidiaries is duly qualified or licensed and in good standing as a foreign corporation to do business in each jurisdiction where in which the properties property owned, leased or operated, operated by it or the nature of the business conducted, conducted by it require makes such qualification and or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing does not, individually or to so qualify would in the aggregate, have a Company Material Adverse Effect Effect. For purposes hereof, the term “Company Material Adverse Effect” means any circumstance involving, change in or effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means Company or any effect, event, occurrence, change or state of facts Subsidiary (i) that is, or when aggregated with other effects, events, occurrences, changes or states of facts, is, or is reasonably likely in the future to be, materially adverse to the business operations, earnings, results of operations, assets or liabilities (iincluding contingent liabilities) or the assets, liabilities, business, property, operations or financial condition of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company and its Subsidiaries, taken as a whole, to perform their obligations under excluding from the foregoing the effect, if any, of the compliance by the Company, Subsidiaries, Parent or Merger LLC with the terms and conditions of this Agreement. The Company has heretofore made available to HK a complete and correct copy of its Certificate of Incorporation, as amended, and Bylaws. Except as set forth on Section 3.1 of the Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity of which the Company owns either directly or through its Subsidiaries, (a) more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) that is reasonably likely to prevent or materially delay or impair the total combined equity interests thereinability of the Company to consummate the transactions contemplated by this Agreement, or other than (iii) the capital or profit interests therein, in the case of a partnership; clauses(i) and (ii) above) events, changes, occurrences, effects, facts or (b) circumstances affecting the industry in general, in which the Company and the Subsidiaries are engaged, general economic conditions or otherwise has the power to vote or direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body of such entity (the "Subsidiaries"). Except as set forth on Schedule 3.1 of matters disclosed in the Disclosure Schedule, neither the Company nor any Subsidiary owns or holds the right to acquire any shares of stock or any other security or interest in any other personLetter.

Organization and Qualification; Subsidiaries; Investments. The (a) Section 2.1(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of all the Company's directly or indirectly owned subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock or other equity interests owned by the Company or another subsidiary of the Company. Each of the Company and each of its Subsidiaries (as hereinafter defined) subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its state or the jurisdiction of its incorporation or organization and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business businesses as now being conducted conducted. The Company has heretofore delivered to Acquisition or Parent accurate and complete copies of the Certificate of Incorporation and bylaws (or similar governing documents), as currently in full force and effect, of the Company and its subsidiaries. Section 2.1(a) of the Company Disclosure Schedule identifies all the material subsidiaries of the Company. The Company has no operating subsidiaries other than those incorporated in a state of the United States. (b) Each of the Company and its subsidiaries is duly qualified or licensed and in good standing as a foreign corporation to do business in each jurisdiction where in which the properties property owned, leased or operated, operated by it or the nature of the business conducted, conducted by it require makes such qualification and or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not, individually or to so qualify would in the aggregate, have a Material Adverse Effect (as defined below) on the Company. The When used in connection with the Company or its subsidiaries, the term "Material Adverse Effect on the Company," as used in this Agreement, means any effect, event, occurrencecircumstance, change or state of facts that isin, or when aggregated with other effectseffect on (or circumstance, eventschange in, occurrencesor effect involving a prospective change on) the Company and its subsidiaries, changes or states of factstaken as a whole, (a) that is, or is reasonably likely in the future to be, materially adverse to the operations, assets or liabilities (iincluding contingent liabilities), earnings or results of operations, or the business (financial or otherwise) the assets, liabilities, business, property, operations or financial condition of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company and its Subsidiariessubsidiaries, taken as a whole, to perform their obligations under this Agreement. The Company has heretofore made available to HK a complete and correct copy of its Certificate of Incorporationexcluding from the foregoing the effect, as amendedif any, and Bylaws. Except as set forth on Section 3.1 of the Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity of which the Company owns either directly or through its Subsidiaries, (a) more than 50% of (i) changes in general economic conditions or changes affecting the total combined voting power of all classes of voting securities of such entityindustry in which the Company operates, (ii) stockholder class action litigation arising from allegations of a breach of fiduciary duty relating to this Agreement, (iii) of the total combined equity interests thereinpublic announcement or pendency of the transactions contemplated hereby on current or prospective customers or revenues of the Company (provided that such effect is direct and that the Company shall have the burden of proving such direct effect), or (iiiiv) any action or inaction required of the capital or profit interests thereinCompany by Parent under Section 4.1, in the case of a partnership; or (b) that would reasonably be expected to prevent or otherwise has materially delay or impair the power to vote or direct the voting of sufficient securities to elect a majority ability of the board Company to consummate the transactions contemplated by this Agreement. (c) Section 2.1(c) of directors the Company Disclosure Schedule sets forth a true and complete list of each equity investment in an amount of One Hundred Thousand Dollars ($100,000) or similar governing body more or that represents a five percent (5%) or greater ownership interest in the subject of such entity investment made by the Company or any of its subsidiaries in any other person other than the Company's subsidiaries (the "SubsidiariesOther Interests"). Except as set forth on Schedule 3.1 The Other Interests are owned by the Company, by one or more of the Disclosure Schedule, neither Company's subsidiaries or by the Company nor and one or more of its subsidiaries, in each case free and clear of all Lien (as defined below), except for Liens that may be created by any Subsidiary owns partnership or holds the right to acquire any shares of stock or any other security or interest in any other personjoint venture agreements for Other Interests.

Organization and Qualification; Subsidiaries; Investments. The (a) Section 3.1(a) of the Company Disclosure Schedule sets forth a true and complete list of all the Company's directly and indirectly owned subsidiaries and branch offices, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock or other equity interests owned by the Company or another subsidiary of the Company. Each of the Company and each of its Subsidiaries (as hereinafter defined) subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its state or the jurisdiction of its incorporation or organization and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business businesses as now being conducted conducted. The Company has heretofore delivered to Parent accurate and is complete copies of the Certificate of Incorporation and bylaws (or similar governing documents), as currently in full force and effect, of the Company and each of its subsidiaries. Section 3.1(a) of the Company Disclosure Schedule specifically identifies each subsidiary of the Company that contains any material assets or through which the Company conducts any material operations. Except as set forth in Section 3.1(a) of the Company Disclosure Schedule, the Company has no operating subsidiaries other than those incorporated in a state of the United States. (b) The Company and its subsidiaries are duly qualified or licensed and in good standing as a foreign corporation to do business in each jurisdiction where in which the properties property owned, leased or operated, operated by them or the nature of the business conducted, conducted by it require them makes such qualification and or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not, individually or to so qualify would in the aggregate, have a Material Adverse Effect on the Company. The When used in connection with the Company or its subsidiaries, the term "Material Adverse Effect on the Company," as used in this Agreement, means any circumstance, change in, or effect on the Company and its subsidiaries, taken as a whole, that is, or is reasonably likely in the foreseeable future to be, materially adverse to the operations, financial condition, earnings or results of operations, or the business (financial or otherwise), of the Company and its subsidiaries, taken as a whole, provided that neither of the following shall be deemed, either alone or in combination, to constitute a Material Adverse Effect on the Company: (i) a change in the market price or trading volume of the Company Common Stock, (ii) conditions affecting the computer-related communications equipment and services industry as a whole, or (iii) a failure by the Company to meet internal earnings or revenue projections or the earnings or revenue projections of equity analysts, provided that this Section 3.1(b)(iii) shall not exclude any underlying change, effect, event, occurrence, change or state of facts or developments that is, or when aggregated with other effects, events, occurrences, changes or states of facts, is, or is reasonably likely resulted in such failure to be, materially adverse to meet such projections. (ic) the assets, liabilities, business, property, operations or financial condition Section 3.1(c) of the Company Disclosure Schedule sets forth a true and its Subsidiaries taken as complete list of each equity investment in an amount of One Hundred Thousand Dollars ($100,000) or more or that represents a whole, five percent (5%) or (ii) greater ownership interest in the ability subject of such investment made by the Company and its Subsidiaries, taken as a whole, to perform their obligations under this Agreement. The Company has heretofore made available to HK a complete and correct copy of its Certificate of Incorporation, as amended, and Bylaws. Except as set forth on Section 3.1 of the Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity of which the Company owns either directly or through its Subsidiaries, (a) more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or (iii) the capital or profit interests therein, in the case of a partnership; or (b) or otherwise has the power to vote or direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body of such entity (the "Subsidiaries"). Except as set forth on Schedule 3.1 of the Disclosure Schedule, neither the Company nor any Subsidiary owns or holds the right to acquire any shares of stock or any other security or interest in any other person.any

Organization and Qualification; Subsidiaries; Investments. The (a) Section 2.1(a) of the Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of each person in which the Company owns, directly or indirectly, fifty percent (50%) or more of the voting interests or of which the Company otherwise has the right to direct the management (each, a “Subsidiary”) together with the jurisdiction of incorporation or organization of each Subsidiary and the percentage of each Subsidiary’s outstanding capital stock or other equity interests owned directly or indirectly by the Company. All the outstanding capital stock or other ownership interests of each Subsidiary is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction. Each of the Company and each of its the Subsidiaries (as hereinafter defined) is a corporation duly organized, organized and validly existing and in good standing under the laws of its state or the jurisdiction of its incorporation or organization and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business as now being conducted conducted. The Company has delivered to Parent’s counsel accurate and complete copies of the Certificate of Incorporation and bylaws or comparable governing documents, each as in full force and effect on the date hereof, of the Company and each Subsidiary. The Company has no operating Subsidiaries other than those incorporated in a state of the United States, Canada or Costa Rica. (b) Each of the Company and the Subsidiaries is duly qualified or licensed and in good standing as a foreign corporation to do business in each jurisdiction where in which the properties property owned, leased or operated, operated by it or the nature of the business conducted, conducted by it require makes such qualification and or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing does not, individually or to so qualify would in the aggregate, have a Material Adverse Effect on the Company. The For purposes hereof, the term "“Material Adverse Effect on the Company," as used in this Agreement, ” means any effect, event, occurrencecircumstance involving, change in or state of facts effect on the Company or any Subsidiary (i) that is, or when aggregated with other effects, events, occurrences, changes or states of facts, is, or is reasonably likely in the future to be, materially adverse to the business operations, earnings, or results of operations, assets or liabilities (iincluding contingent liabilities) or the assets, liabilities, business, property, operations or financial condition of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company and its Subsidiaries, taken as a whole, excluding from the foregoing any event, change or circumstance arising out of (A) the compliance by the Company, Subsidiaries, Parent or Acquisition with the terms and conditions of this Agreement, (B) the announcement or disclosure of this Agreement or the subject matter hereof, (C) any stockholder class action litigation arising directly out of allegations of a breach of fiduciary duty relating to perform their obligations under this Agreement or (D) to changes in applicable law or regulations or in generally accepted accounting principles, or (ii) that is reasonably likely to prevent or materially delay or impair the ability of the Company to consummate the transactions contemplated by this Agreement. The Company has heretofore made available to HK a complete and correct copy of its Certificate of Incorporation, as amended, and Bylaws. Except as specifically set forth in this Agreement, all references to Material Adverse Effect on Section 3.1 of the Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity of which the Company owns either directly or through its Subsidiaries, (a) more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or (iii) the capital or profit interests therein, Subsidiaries contained in the case of a partnership; or (b) or otherwise has the power this Agreement shall be deemed to vote or direct the voting of sufficient securities refer solely to elect a majority of the board of directors or similar governing body of such entity (the "Subsidiaries"). Except as set forth on Schedule 3.1 of the Disclosure Schedule, neither the Company nor any Subsidiary owns or holds and its Subsidiaries without including its ownership by Parent after the right to acquire any shares of stock or any other security or interest in any other personMerger.

Organization and Qualification; Subsidiaries; Investments. The Company (a) Section 3.1(a) of the Seller Disclosure Schedule sets forth a true, complete and correct list of all of the Seller's Subsidiaries, together with the jurisdiction of incorporation of each such Subsidiary and the percentage of each such Subsidiary's outstanding capital stock or other equity interests owned by the Seller or another Subsidiary of the Seller. Each of the Seller and each of its Subsidiaries (as hereinafter defined) is a corporation duly organized, validly existing and in good standing under the laws of its state or the jurisdiction of its incorporation or organization and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business businesses as now being conducted conducted. The Seller has heretofore delivered to the Buyer's counsel true, complete and is correct copies of the certificate of incorporation and bylaws (or similar governing documents), as currently in full force and effect, of the Seller and each of its Subsidiaries. Section 3.1 (a) of the Seller Disclosure Schedule specifically identifies each Subsidiary of the Seller that owns or leases any material assets or through which the Seller conducts any material operations. Except as set forth in Section 3.1(a) of the Seller Disclosure Schedule, the Seller has no Subsidiaries other than those incorporated in a state of the United States. (b) The Seller and its Subsidiaries are duly qualified or licensed and in good standing as a foreign corporation to do business in each jurisdiction where in which the properties property owned, leased or operated, operated by them or the nature of the business conducted, conducted by it require them makes such qualification and or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not, individually or to so qualify would in the aggregate, have a Material Adverse Effect on the CompanySeller. (c) Section 3.1(c) of the Seller Disclosure Schedule sets forth a true, complete and correct list of each equity investment in an amount of One Hundred Thousand Dollars ($100,000) or more or that represents a five percent (5%) or greater ownership interest in the subject of such investment made by the Seller or any of its Subsidiaries in any Person other than the Seller's Subsidiaries ("Other Interests"). The term "Material Adverse Effect on Other Interests are owned by the Company," as used in this AgreementSeller, means any effect, event, occurrence, change by one or state of facts that is, or when aggregated with other effects, events, occurrences, changes or states of facts, is, or is reasonably likely to be, materially adverse to (i) the assets, liabilities, business, property, operations or financial condition more of the Company Seller's Subsidiaries or by the Seller and its Subsidiaries taken as a whole, one or (ii) the ability more of the Company and its Subsidiaries, taken as a whole, to perform their obligations under this Agreement. The Company has heretofore made available to HK a complete in each case free and correct copy clear of its Certificate of Incorporation, as amended, and Bylaws. Except as set forth on all Liens. (d) Section 3.1 3.1(d) of the Seller Disclosure Schedule, there is no corporation, limited liability company, partnership or other business organization or entity Schedule sets forth the location of which the Company owns either directly or through its Subsidiaries, (a) more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or (iii) the capital or profit interests therein, in the case of a partnership; or (b) or otherwise has the power to vote or direct the voting of sufficient securities to elect a majority each of the board of directors Store Premises, specifies whether or similar governing body of not gasoline and cigarettes are sold at each such entity (location and indicates whether the "Subsidiaries"). Except as set forth on Schedule 3.1 of real estate at each such location is owned or leased by the Disclosure Schedule, neither the Company nor any Subsidiary owns or holds the right to acquire any shares of stock or any other security or interest in any other personCompanies.