Common use of Organization and Qualification; Subsidiaries Clause in Contracts

Organization and Qualification; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its subsidiaries has the requisite corporate power and authority to own, operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified, licensed or in good standing, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect on the business, assets, liabilities, condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as a

Organization and Qualification; Subsidiaries. The (a) Each of the Company and its Subsidiaries is a corporation duly organized, organized and validly existing corporation or other entity in good standing (with respect to jurisdictions which recognize that concept) under the Laws of its jurisdiction of incorporation or organization, with all corporate or other entity power and authority to own its properties and conduct its business as currently conducted and is duly qualified and in good standing under the laws as a foreign corporation or entity authorized to do business in each of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its subsidiaries has the requisite corporate power and authority to own, operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction jurisdictions in which the character of the properties owned or held under lease or sublease by it or the nature of its the business or the properties owned, operated or leased transacted by it makes such qualification, licensing or good standing qualification necessary, except where the failure to be so organized, existing, in good standing or to have such power or authority, authority would not have or the failure reasonably be expected to be so qualified, licensed or in good standing, would nothave, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on and would not prevent or materially impair the Companyability of the Company to perform its obligations under this Agreement or materially delay the transactions contemplated by this Agreement. The term "“Material Adverse Effect on the Company," as used in this Agreement, Effect” means any change in change, effect, event or occurrence that has a material adverse effect on the business, assets, liabilities, financial condition (financial or otherwise), prospects or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that, (1) any changes, effects, events or occurrences shall not be deemed to constitute a Material Adverse Effect to the extent arising out of, relating to or resulting from (i) changes in general economic or political conditions or in the industries or geographic markets in which the Company or its Subsidiaries operate; (ii) changes in the securities, credit, currency or financial markets generally; (iii) changes or proposed changes in Laws or regulations (or interpretations thereof) of general applicability that are applicable to the Company or its Subsidiaries or applicable accounting regulations or principles or the interpretation thereof; (iv) compliance with the terms of, or the taking of any action required by, this Agreement or consented to or requested by Parent in writing; (v) any acts of terrorism or war (or the escalation of the foregoing) (other than any of the foregoing that causes any damage or destruction to, or renders unusable any material facility or property of the Company or of any of its subsidiaries that would reasonably be expected Subsidiaries); (vi) changes in the supplies or prices of copper or other raw materials, commodities or energy generally; or (vii) the announcement or pendency of this Agreement or the transactions contemplated hereby (except, in the case of the foregoing clauses (i) and (v), to be the extent such changes, effects, events or occurrences referred to therein have a materially adverse to disproportionate effect on the Company and its subsidiaries Subsidiaries, taken as a whole. The Company has heretofore made available to Parent , compared with other companies operating in the magnet wire, communications cable, enamel and related distribution businesses); or (2) a decline in the Purchaser a complete and correct copy trading price of the certificate of incorporation and the by-laws Shares or comparable organizational documentsany failure to meet internal or published projections, each as amended forecasts or revenue or earning predictions for any period or periods shall not be deemed to the date hereofconstitute a Material Adverse Effect (but this clause (2) shall not prevent or otherwise affect a determination that any fact, of the Company and each of its Significant Subsidiaries and circumstance, event, change or development underlying or contributing to such decline or failure has made available resulted in, or contributed to, a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aMaterial Adverse Effect).

Organization and Qualification; Subsidiaries. The Company Parent Disclosure Schedule sets forth the jurisdiction of incorporation of Parent and each subsidiary of Parent (the "Parent Subsidiaries"). Each of Parent and the Parent Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a such jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its subsidiaries has the all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to obtain such governmental approvals has not had, and could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect (as defined below). Each of Parent and the Parent Subsidiaries is duly qualified or licensed as a foreign corporation or organization to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standingstanding that have not had, would notand could not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on Effect. Other than the CompanyParent Subsidiaries, there are no corporations, partnerships, joint ventures, associations or other similar entities in which Parent owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire the same. The term "Parent Material Adverse Effect Effect" means any changes in or effects on the Company," as used in this Agreement, means any change in or effect on business of Parent that is materially adverse to the business, assets, liabilities, condition (financial or otherwise), prospects assets (tangible or intangible), liabilities (including contingent liabilities), or results of operations or prospects of Parent, except for any such changes or effects principally resulting from or principally arising in connection with (i) any changes affecting the wireless telecommunications equipment industry that do not have a disproportionate impact on Parent, (ii) any changes in general economic conditions that do not disproportionately impact Parent, (iii) in and of itself, any change in the trading price of the Company Parent Common Stock or any of its subsidiaries that would reasonably be expected to be materially adverse to (iv) the Company and its subsidiaries taken as a whole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" taking of any person means action expressly required by the subsidiaries identified on Section 4.02 terms of the Company Disclosure Schedule as athis Agreement.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Set forth on the Subsidiary Schedule is a list of every 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) 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"). Each of the Company's Significant Subsidiaries (as defined herein) listed on the Subsidiary Schedule is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, and in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its subsidiaries the Subsidiaries has the requisite corporate power and authority to own, operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authoritypower, or the failure to be so qualified, licensed or in good standing, would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in development, condition or circumstance having an effect on the assets, business, assetsoperations, liabilities, or financial condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries Subsidiaries that would reasonably be expected to be is materially adverse to the Company and its subsidiaries Subsidiaries taken as a whole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws whole other than any development, condition or comparable organizational documents, each as amended circumstance resulting from general economic conditions or relating generally to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as acoal or electric power industries.

Organization and Qualification; Subsidiaries. The Each of the Company is a corporation and each subsidiary of the Company (the "Company Subsidiaries") has been duly organized, and is validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation or organization, as the case may be, and each of its subsidiaries has the requisite corporate power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Company Material Adverse Effect (defined below). Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standing, standing that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. The term "Material Adverse Effect on the Company," as used in For purposes of this Agreement, "Company Material Adverse Effect" means any change in or effect on the business of the Company and the Company Subsidiaries that is, or is reasonably likely to be, materially adverse to the business, assets, liabilities, financial condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to and the Company and its subsidiaries Subsidiaries taken as a whole. The Company has heretofore made available , other than any change, effect, event or occurrence to Parent and the Purchaser a complete and correct copy extent arising from or relating to (i) the United States or the global economy or securities markets in general, (ii) actions taken pursuant to the obligations of the certificate of incorporation parties expressly set forth in this Agreement or (iii) the agricultural equipment and the by-laws or comparable organizational documentsconstruction equipment manufacturing industries in general; provided, each as amended to the date hereofhowever, of that the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule Subsidiaries, taken as awhole, are not materially disproportionately affected, as compared to other persons engaging in such respective industries, by such charge, effect, event or occurrence.

Organization and Qualification; Subsidiaries. The Company Each of IN and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its subsidiaries incorporation or organization, has the all requisite corporate power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, conducted and is duly qualified or licensed and in good standing to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, business in each jurisdiction in which the nature of its the business conducted by it or the ownership or leasing of its properties owned, operated or leased by it makes such qualification, licensing or good standing qualification necessary, except other than where the failure to have such power or authority, or the failure to be so qualified, licensed or duly qualified and in good standing, standing would not, individually or in the aggregate, reasonably be expected to not have a an IN Material Adverse Effect on the CompanyEffect. The term "IN Material Adverse Effect on the Company,Effect" as used in this Agreement, means Agreement shall mean any change in or effect on the businessthat, assetsindividually or when taken together with all other such changes or effects, liabilities, condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would be reasonably be expected likely to be materially adverse to the Company assets, liabilities, financial condition, results of operations or current or future business of IN and its subsidiaries subsidiaries, taken as a whole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy Schedule 3.01 of the certificate disclosure schedule to be delivered to 4Health by IN and attached hereto and made a part hereof (the "IN Disclosure Schedule") as provided in Section 7.02(i) hereof, sets forth, as of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, a true and complete list of all IN's directly or indirectly owned subsidiaries, together with (A) the Company jurisdiction of incorporation or organization of each subsidiary and the percentage of each subsidiary's outstanding capital stock or other equity interests owned by IN or another subsidiary of its Significant Subsidiaries IN, and has made available (B) an indication of whether each such subsidiary is a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" as defined in Section 9.03(g) of this Agreement. Except as set forth in Schedule 3.01 to the IN Disclosure Schedule, neither IN nor any person means of its subsidiaries nor Xxxxx owns an equity interest in any other partnership or joint venture arrangement or other business entity that is material to the subsidiaries identified on Section 4.02 assets, liabilities, financial condition, results of operations or current or future business of IN and its subsidiaries, taken as a whole. IN is the registered and beneficial owner of all of the Company Disclosure Schedule as aissued and outstanding shares of voting capital stock of Applied Nutrition Inc. and Xxxxx Naturals International, Inc.

Organization and Qualification; Subsidiaries. The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to jurisdictions that recognize the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, in good standing standing) under the laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the all requisite corporate or similar power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified except where any such failure to be so organized, existing or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business standing or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified, licensed or in good standing, authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company(as defined below). The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect on the business, assets, liabilities, condition (financial or otherwise), prospects or results of operations of the Company or any and each of its subsidiaries that is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, other than in such jurisdictions where any such failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, reasonably be expected to be have a Material Adverse Effect. “Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that is materially adverse to (a) the business, financial condition, results of operations, assets or liabilities of the Company and its subsidiaries taken as a whole. The whole or (b) the Company’s ability to consummate the Merger; provided, however, that, in the case of the immediately preceding clause (a), none of the following, or any changes, effects, events, circumstances, occurrence or state of facts relating to or resulting therefrom, shall be deemed in themselves, either alone or in combination, to constitute, and none of them shall be taken into account in determining whether there has been or could or would be, a Material Adverse Effect: (i) economic, financial market, or geopolitical conditions in general, (ii) general changes or developments in the industries in which the Company has heretofore made available to Parent and its subsidiaries operate, (iii) the announcement of this Agreement and the Purchaser a complete and correct copy of the certificate of incorporation and the by-transactions contemplated hereby, (iv) changes in Tax laws or comparable organizational documentsregulations or applicable accounting regulations or principles or interpretations thereof, each as amended to (v) changes in the date hereof, market price or trading volume of the Company Common Stock (but the reasons or causes of such changes may constitute a Material Adverse Effect and each may be taken into account in determining whether there has been or could or would be a Material Adverse Effect), (vi) the failure, in and of its Significant Subsidiaries itself, by the Company to meet any expected or projected financial or operating performance target, as well as any change by the Company in any expected or projected financial or operating performance target (but the reasons or causes of such failures or changes may constitute a Material Adverse Effect and may be taken into account in determining whether there has made available been or could or would be a complete and correct copy Material Adverse Effect), (vii) acts of God, national or international hostilities, war (whether or not declared) or terrorism, or (viii) any litigation brought or threatened by the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 stockholders of the Company Disclosure Schedule or any of its non-wholly-owned subsidiaries (whether on behalf of the Company or such subsidiaries or otherwise) arising out of or in connection with the existence, announcement or performance of this Agreement or the transactions contemplated hereby, so long as, in the case of clauses (i), (ii), (iv) and (vii), the effect on the Company and its subsidiaries, taken as aa whole, is not disproportionate to that on other companies in the industry in which the Company operates.

Organization and Qualification; Subsidiaries. The Company Disclosure Schedule sets forth the jurisdiction of incorporation of Company and each subsidiary of Company (the "Company Subsidiaries"). Each of Company and the Company Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a such jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its subsidiaries has the all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to obtain such governmental approvals has not had, and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (as defined below). Each of Company and the Company Subsidiaries is duly qualified or licensed as a foreign corporation or organization to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standingstanding that have not had, would notand could not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on Effect. Other than the CompanyCompany Subsidiaries, there are no corporations, partnerships, joint ventures, associations or other similar entities in which Company owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire the same. The term "Company Material Adverse Effect Effect" means any changes in or effects on the Company," as used in this Agreement, means any change in or effect on business of Company that is materially adverse to the business, assets, liabilities, condition (financial or otherwise), prospects assets (tangible or intangible), liabilities (including contingent liabilities), or results of operations or prospects of Company, except for any such changes or effects principally resulting from or principally arising in connection with (i) any changes affecting the wireless telecommunications equipment industry that do not have a disproportionate impact on Company, (ii) any changes in general economic conditions that do not disproportionately impact Company, (iii) in and of itself, any change in the trading price of the Company or Common Stock (including any of its subsidiaries that would reasonably proceedings which may be expected to be materially adverse initiated by Nasdaq with respect to the Company and its subsidiaries taken as a whole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, listing status of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy Common Stock based on the failure of the Rights trading price to meet the minimum bid requirements), (iv) the taking of any action expressly required by the terms of this Agreement as amended or (v) a decline in commercial product revenues attributable to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 public announcement of the Company Disclosure Schedule as aMerger.

Organization and Qualification; Subsidiaries. The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to jurisdictions that recognize the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, in good standing standing) under the laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the all requisite corporate or similar power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where any such failure to be so organized, existing or in good standing or to have such power or authority, individually or in the aggregate, (x) has not had, and would not reasonably be expected to have, a Company Material Adverse Effect (as defined below) and (y) would not reasonably be expected to prevent, materially delay or materially impede the ability of the Company to consummate the Merger or the other transactions contemplated by this Agreement. The Company and each of its subsidiaries is duly qualified or licensed to do business, and, and is in good standing (with respect to jurisdictions that recognize the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, is in good standing, ) in each jurisdiction in which where the nature character of its properties owned, leased or operated by it or the conduct of its business or the properties owned, operated or leased by it nature of its activities makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for any such power or authority, or the failure to be so qualified, qualified or licensed or in good standing, would notstanding which, individually or in the aggregate, (x) has not had, and would not reasonably be expected to have have, a Company Material Adverse Effect on and (y) would not reasonably be expected to prevent, materially delay or materially impede the Companyability of the Company to consummate the Merger or the other transactions contemplated by this Agreement. The term "Company Material Adverse Effect on the Company,Effect" as used in this Agreement, means any change in change, event or effect on that has been or would be materially adverse to the business, assets, liabilities, financial condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws , other than any change, event or comparable organizational documents, each as amended effect resulting from (i) changes in general economic conditions (except to the date hereofextent that those changes, of events or effects have a materially disproportionate effect on the Company and each its subsidiaries relative to other participants in the advertising industry), (ii) the announcement of its Significant Subsidiaries this Agreement and has made available a complete the transactions contemplated hereby, including any termination of, or reduction in, client business due to the announcement and correct copy performance of this Agreement or the identity of the Rights parties to this Agreement, or the performance of this Agreement as amended and the transactions contemplated hereby, including compliance with the covenants contained herein, (iii) changes in general conditions in the advertising industry (except to the date hereof. A "Significant Subsidiary" of extent that those changes, events or effects have a materially disproportionate effect on the Company and its subsidiaries relative to other participants in the advertising industry), (iv) changes in any person means tax laws or regulations or applicable accounting regulations or principles (except to the extent that those changes, events or effects have a materially disproportionate effect on the Company and its subsidiaries identified relative to other participants in the advertising industry) or (v) only with respect to the clients listed on Section 4.02 3.1 of the Company Disclosure Schedule as aSchedule, the impact of any change in client business publicly announced by the Company or such client prior to the date of this Agreement; provided that the exception set forth in clause (ii) shall not apply with respect to the representations and warranties set forth in Sections 3.4 and 3.5 or the absence of conflict or similar representations set forth in Section 3.10(j) or with respect to any failure by the Company or any of its subsidiaries to take any action prohibited by Section 5.1 for which the consent of Parent is properly withheld).

Organization and Qualification; Subsidiaries. The Company Each of the Company, Diblo and their respective Subsidiaries is a corporation or other legal entity duly organizedorganized or formed, and validly existing and in good standing under the laws Laws of its jurisdiction of organization or formation, except, in the case of any Subsidiary of the State of DelawareCompany, for any failure to be duly organized or formed or validly existing that has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its subsidiaries Subsidiaries has the requisite corporate corporate, partnership or limited liability company power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to have such power, authority and governmental approvals (i) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially delay consummation of the transactions contemplated hereby. Each of the Company and its Subsidiaries is duly qualified or licensed as a foreign corporation or other legal entity to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standingstanding (to the extent applicable), in each jurisdiction in which the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or in good standing, standing as (i) has not had and would notnot reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (ii) would not reasonably be expected to have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in prevent or effect on the business, assets, liabilities, condition (financial or otherwise), prospects or results of operations materially delay consummation of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a wholetransactions contemplated hereby. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified Set forth on Section 4.02 3.01 of the Company Disclosure Schedule as ais a true, correct and complete list of the material equity interests held by the Company in the Joint Ventures, in which interests the Company holds valid title, free and clear of Liens, other than any Liens created or arising under this Agreement or under the agreements pursuant to which the Joint Ventures were created.

Organization and Qualification; Subsidiaries. The (a) Each of the Company and each subsidiary of the Company (each, a "SUBSIDIARY") is a corporation corporation, limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the requisite corporate corporate, limited liability company or limited partnership power and authority authority, as the case may be, and all necessary governmental approvals to own, lease, franchise, manage and operate or lease its properties and to carry on its business as it is now being conducted, . Each of the Company and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased, franchised, managed or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standing, standing that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. The term "Material Adverse Effect on the Company,COMPANY MATERIAL ADVERSE EFFECT" as used in this Agreement, means any event, circumstance, development, change in or effect on that, individually or in the aggregate with all other events, circumstances, developments, changes and effects, is materially adverse to the business, operations, assets, liabilities, condition (financial or otherwise), prospects ) or results of operations of the Company and the Subsidiaries taken as a whole or any of its subsidiaries that would reasonably be expected to be prevent or materially adverse to delay the consummation of any of the Transactions or prevent or materially impair or delay the ability of the Company and to perform its subsidiaries taken as a whole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy obligations hereunder; PROVIDED, HOWEVER, that in no event shall any of the certificate following, alone or in combination, be deemed to constitute, nor shall any of incorporation and the by-laws following be taken into account in determining whether there has been, or comparable organizational documentswill be, each as amended a "COMPANY MATERIAL ADVERSE EFFECT": any event, circumstance, change or effect resulting from or relating to (i) a change in general economic or financial market conditions, (ii) a change in industry conditions, (iii) seasonal fluctuations in the date hereof, business of the Company and each the Subsidiaries, (iv) any acts of its Significant terrorism or war (except to the extent such event, circumstance, change or effect has had a disproportionate effect on the Company and the Subsidiaries as compared to other persons in the industry in which the Company and has made available a complete and correct copy the Subsidiaries conducts their business), (v) the announcement of the Rights execution of this Agreement as amended or the pendency or consummation of the Transactions, or (vi) compliance with the terms of, or the taking of any action required by, this Agreement; and PROVIDED, FURTHER, that with respect to the date hereof. A "Significant Subsidiary" of any person means representations and warranties set forth in Section 3.05, the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aexceptions set forth in clauses (v) and (vi) will not apply.

Organization and Qualification; Subsidiaries. (a) The Company Parent has been duly organized and is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the its jurisdiction of its incorporation. The Company incorporation or organization, and each of its subsidiaries has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, . Each of the Parent and the subsidiaries of the Parent (each a "Parent Subsidiary") is duly qualified or ----------------- licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standing, would notstanding that, individually or in the aggregate, reasonably be expected to have a has no Material Adverse Effect on the CompanyParent. The term For purposes of this Agreement, "Material Adverse Effect on the Company,Parent" as used in this Agreement, means any state of ------------------------------------- affairs or change in that has had, or will have, a material adverse effect on the business, assets, liabilitiesproperties, results of operations or condition (financial or otherwise), prospects or results of operations ) of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to Parent and the Company and its subsidiaries Parent Subsidiaries, taken as a whole. The Company , or that has heretofore made available materially impaired or will materially impair the ability of the Parent to Parent perform its obligations under this Agreement or to consummate the Merger and the Purchaser a complete and correct copy other transactions contemplated by this Agreement, except that none of the certificate following shall be deemed in themselves to constitute a Material Adverse Effect on the Parent: (i) any change in the market price or trading volume of incorporation and the by-laws or comparable organizational documents, each as amended to securities of the Parent after the date hereof, (ii) any change in general economic conditions, (iii) any adverse change involving the e-commerce industry generally, and (iv) transaction costs, taxes, accounting changes, integration costs and other effects that result directly from the announcement or consummation of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as atransactions contemplated by this Agreement.

Organization and Qualification; Subsidiaries. The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to jurisdictions that recognize the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, in good standing standing) under the laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the all requisite corporate or similar power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified except where any such failure to be so organized, existing or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business standing or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified, licensed or in good standing, authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company(as defined below). The term "Company and each subsidiary set forth in Section 3.1 of the Company Disclosure Schedule (each, a “Material Subsidiary”) is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for any such failure to be so qualified or licensed or in good standing which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company," as used in this Agreement, Effect. “Material Adverse Effect”“ means any change in change, circumstance, effect, event or effect on occurrence that would be materially adverse to the business, assets, liabilities, business, financial condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole. The , other than any change or effect resulting from (i) changes in general economic conditions, (ii) general changes or developments in the industries in which the Company has heretofore made available to Parent and its subsidiaries operate, (iii) the announcement of this Agreement and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws transactions contemplated hereby, including any termination of, reduction in or comparable organizational documentssimilar negative impact on relationships, each as amended to the date hereofcontractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Company and each its subsidiaries to the extent due to the announcement and performance of its Significant Subsidiaries and has made available a complete and correct copy this Agreement or the identity of the Rights parties to this Agreement, or the performance of this Agreement as amended and the transactions contemplated hereby, including compliance with the covenants set forth herein, (iv) any actions required under this Agreement to obtain any approval or authorization under applicable antitrust or competition laws for the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 consummation of the Merger or (v) changes in any tax laws or regulations or applicable accounting regulations or principles, unless, in the case of the foregoing clauses (i) and (ii), such changes referred to therein have a disproportionate effect on the Company Disclosure Schedule and its subsidiaries taken as aa whole relative to other participants in the industries in which the Company and its subsidiaries operate.

Organization and Qualification; Subsidiaries. The Each of the Company and each subsidiary of the Company (each, a "Subsidiary" and collectively, the "Subsidiaries") is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing jurisdictions which recognize such concept) under the laws of the jurisdiction of its incorporation. The Company incorporation and each of its subsidiaries has the requisite corporate power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to be so incorporated, validly existing or in good standing or to have such power or authority, or the failure to be so qualified, licensed or in good standing, authority would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on (as defined below). Each of the CompanyCompany and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (with respect to jurisdictions which recognize such concept), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Company Material Adverse Effect. The term "Company Material Adverse Effect on the Company,Effect" as used in this Agreement, means any change in or effect on the business, assets, liabilities, condition (financial Company and the Subsidiaries that is or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would is reasonably be expected likely to be materially adverse to the business, results of operations or financial condition of the Company and its subsidiaries the Subsidiaries taken as a whole. The Company has heretofore made available , or to Parent and prevent or materially delay the Purchaser a complete and correct copy consummation of the certificate Merger; provided that for all purposes of incorporation and this Agreement the by-laws or comparable organizational documents, each as amended to the date hereof, occurrence of any of the following shall be deemed not to have a Company and each Material Adverse Effect: any change, effect, event or occurrence relating to or resulting from the execution of its Significant Subsidiaries and has made available a complete and correct copy this Agreement or the consummation of the Rights Agreement transactions contemplated hereby or the announcement thereof except as amended to expressly provided for otherwise in this Agreement, any diminution in the date hereof. A "Significant amount of insurance or reinsurance business written (whether resulting from non-renewal by the other party or otherwise), any termination or amendment of existing insurance or reinsurance programs written by any Subsidiary" of , any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aadverse development in claims reserves or in reserves for unrecoverable

Organization and Qualification; Subsidiaries. The Company Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its subsidiaries has the requisite corporate power and authority to own, lease and operate or lease its assets and properties and to carry on its business as it is now being conducted, except where the failure to do so would not reasonably be expected, individually or in the aggregate, to prevent Parent and Merger Sub from consummating the transactions contemplated hereby (including the Offer and the Merger) or otherwise prevent Parent or Merger Sub from performing their respective obligations hereunder. Each of Parent and Merger Sub is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not reasonably be expected, individually or in the aggregate, to prevent Parent and Merger Sub from consummating the transactions contemplated hereby (including the Offer and the Merger) or otherwise prevent Parent or Merger Sub from performing their respective obligations hereunder. Each of Parent and Merger Sub is duly qualified or licensed as a foreign corporation to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it activities makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, duly qualified or licensed or and in good standing, standing that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect on the business, assets, liabilities, condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole. The Company has heretofore made available to prevent Parent and Merger Sub from consummating the Purchaser a complete and correct copy of transactions contemplated hereby (including the certificate of incorporation Offer and the by-laws Merger) or comparable organizational documents, each as amended to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aotherwise prevent Parent or Merger Sub from performing their respective obligations hereunder.

Organization and Qualification; Subsidiaries. The Company was formed on April 22, 2002. Set forth in Schedule 3(a) is a corporation duly organized, validly existing true and in good standing under the laws correct list of the State Company’s Subsidiaries and Foreign Subsidiaries and the jurisdiction in which each is organized or incorporated, together with their respective jurisdictions of Delawareorganization. Other than with respect to the entities listed on Schedule 3(a), the Company does not directly own any security or beneficial ownership interest in any other Person (including through joint venture or partnership agreements) or have any interest in any other Person. Each of the Company's Significant Company and its Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant ’s Knowledge, Foreign Subsidiaries that are incorporated is a corporation, limited liability company, partnership or other entity and is duly organized in a jurisdiction in the United States of America, or formed and validly existing in good standing under the laws of the jurisdiction of its incorporation. The Company in which it is incorporated or organized (other than the Subsidiary) and each of its subsidiaries has the requisite corporate corporate, partnership, limited liability company or other organizational power and authority to own, operate or lease own its properties and to carry on its business as it is now being conductedconducted and as proposed to be conducted by the Company and its Subsidiaries and, to the Company’s Knowledge, its Foreign Subsidiaries. Each of the Company and its Subsidiaries, and, to the Company’s Knowledge, its Foreign Subsidiaries is duly qualified or licensed to do businessbusiness and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted or proposed to be conducted by the Company and its Subsidiaries, and, with respect to the Company and the Company's Significant ’s Knowledge, its Foreign Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes will make such qualification, licensing or good standing qualification necessary, except where to the failure to have such power or authority, or extent that the failure to be so qualified, licensed qualified or be in good standing, would notstanding could not have and could not be, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyEffect. The term "Material Adverse Effect on the Company," Except as used set forth in this Agreement, means any change in or effect on the business, assets, liabilities, condition (financial or otherwiseSchedule 3(a), prospects or results of operations the Company holds all right, title and interest in and to 100% of the Company capital stock, equity or any similar interests of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended Subsidiaries, and, to the date hereof. A "Significant Subsidiary" Company’s Knowledge and to the extent applicable, its Foreign Subsidiaries free and clear of any person means Liens (as defined below), including any restriction on the subsidiaries identified on Section 4.02 use, voting, transfer, receipt of income or other exercise of any attributes of free and clear ownership by a current holder, and no such Subsidiary or, to the Company Disclosure Schedule as aCompany’s Knowledge, Foreign Subsidiary owns capital stock or holds an equity or similar interest in any other Person.

Organization and Qualification; Subsidiaries. The Each of the Company and its subsidiaries is a corporation corporation, limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its subsidiaries incorporation or organization, has the all requisite corporate corporate, limited partnership or limited liability company power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, conducted and is duly qualified or licensed and in good standing to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, business in each jurisdiction in which the nature of its the business conducted by it or the ownership or leasing of its properties owned, operated or leased by it makes such qualification, licensing or good standing qualification necessary, except other than where the failure to have such power or authority, or the failure to be so qualified, licensed or duly qualified and in good standing, standing would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect on the CompanyEffect. The term "Company Material Adverse Effect on the Company,Effect" as used in this Agreement, means Agreement shall mean any change in or effect on that, individually or when taken together with all other such changes or effects, would be materially adverse to the business, operations, assets, liabilitiesfinancial condition, condition (financial or otherwise), prospects or results of operations of the Company and its subsidiaries, taken as a whole; provided, that none of the following shall be deemed in and of themselves to constitute, and none of the following shall be taken into account in determining whether there has been, a Company Material Adverse Effect: (i) any change in the market price or trading volume of the capital stock of the Company after the date hereof, (ii) the suspension of trading in securities generally on the New York Stock Exchange or the American Stock Exchange or the NASDAQ National Market, (iii) any adverse change, event, development or offset arising from or relating to (A) general business or economic conditions or (B) general business or economic conditions relating to any industries in which the Company or any of its subsidiaries that would reasonably be expected to be materially adverse participates, in each case which is not specific to the Company and its subsidiaries taken as a whole. The Company has heretofore made available subsidiaries, and (iv) any adverse change, event, development or effect arising from or relating to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as achange in U.S. generally accepted accounting principles.

Organization and Qualification; Subsidiaries. The Company Willtek and each of the Willtek Subsidiaries is a corporation corporation, limited company, limited partnership, limited liability company or other entity duly organized, validly existing and in good standing (in each instance where such concepts are legally applicable) under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws Laws of the jurisdiction of its incorporation. The Company organization or origin and each of its subsidiaries has the requisite corporate corporate, limited company, partnership, limited liability company or other entity (as the case may be) power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, andexcept, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of Americaany Willtek Subsidiary, is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authoritybe in good standing would not, or the failure to would not reasonably be so qualified, licensed or in good standing, would notexpected to, individually or in the aggregate, have a Seller Material Adverse Effect. Willtek and each of the Willtek Subsidiaries is duly qualified or licensed as a foreign corporation to do business and is in good standing (in each instance where such concepts are legally applicable) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary as set forth on Schedule 3.1, except where the failure to be so qualified or licensed and in good standing would not, or would not reasonably be expected to to, individually or in the aggregate, have a Seller Material Adverse Effect on the CompanyEffect. The term "Material Adverse Effect on the Company," as used in this AgreementA true, means any change in or effect on the business, assets, liabilities, condition accurate and complete list of (financial or otherwise), prospects or results of operations i) all of the Company Willtek Subsidiaries, together with the jurisdiction of incorporation or any organization of its subsidiaries that would reasonably be expected to be materially adverse to the Company each such Willtek Subsidiary, and its subsidiaries taken as a whole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy (ii) exclusive of the certificate of incorporation and the by-laws or comparable organizational documentsWilltek Subsidiaries, each as amended to the date hereofsales office of Willtek, of the Company and each of together with its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure location, is set forth in Schedule as a3.1.

Organization and Qualification; Subsidiaries. The (a) Each of the Company and each Subsidiary of the Company is a corporation corporation, limited liability company, general partnership, or limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws Laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the requisite corporate power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualifiedorganized, licensed or validly existing and in good standing, standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on Effect. Each of the CompanyCompany and each Subsidiary of the Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The term "“Company Material Adverse Effect on the Company," as used in this AgreementEffect” means (i) any event, means any circumstance, state of facts, change in or effect on that is materially adverse to the business, assets, liabilities, financial condition (financial or otherwise), prospects or results of operations of the Company and its Subsidiaries, taken as a whole, or (ii) any event, circumstance, state of facts, change or effect that would prevent or materially delay the consummation of the Merger or otherwise prevent the Company from performing its obligations under this Agreement; provided, however, that in no event shall any of its subsidiaries that the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been or would reasonably be expected to be, a Company Material Adverse Effect (except, in the case of clauses (A)(1), (A)(2) or (A)(4) below, to the extent any of the matters referred to therein has had or would reasonably be materially expected to have a disproportionate adverse to effect on the Company and its subsidiaries Subsidiaries, taken as a whole. The , as compared to other for-profit and comparable or similar companies operating in the industries in which the Company has heretofore made available to Parent and its Subsidiaries operate, after taking into account the Purchaser a complete and correct copy size of the certificate Company relative to such other for-profit companies): (A) any event, circumstance, state of incorporation facts, change or effect resulting from or relating to (1) a change in general economic, political or financial market conditions, including interest or exchange rates, (2) a change generally affecting the industries in which the Company and its Subsidiaries operate (including seasonal fluctuations) or general economic conditions that generally affect the by-laws industries in which the Company and its Subsidiaries conduct their business, (3) any change in accounting requirements or comparable organizational documentsprinciples required by GAAP (or any interpretations thereof) or required by any change in applicable Laws (or any interpretations thereof), each as amended to (4) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any Law after the date hereof, (5) any Action, investigation, review or examination undertaken by a Governmental Authority, or any sanction, fine, operating restriction or other similar penalty arising as a result thereof, with respect to any Company Health Care Business or Company Health Care Facility (a “Regulatory Condition”), that is currently pending or arises after the date of this Agreement, in each case to the extent such Regulatory Condition is consistent in nature, scope and impact on the Company and its Subsidiaries, taken as a whole, with Regulatory Conditions arising and fully resolved from time to time in the conduct of the business of the Company and each its Subsidiaries on or before December 31, 2009, (6) any acts of its Significant Subsidiaries and has made available a complete and correct copy terrorism or war or any weather related event, fire or natural disaster or any escalation thereof, (7) the announcement of the Rights execution of this Agreement as amended or the pendency or consummation of the Merger and the other transactions contemplated by this Agreement (collectively, the “Transactions”), including any Actions, challenges or investigations to the date hereof. A "Significant Subsidiary" extent relating to this Agreement or the Transactions made or brought by any of any person means the subsidiaries identified on Section 4.02 current or former stockholders of the Company Disclosure Schedule (on their own behalf or on behalf of the Company), (8) the identity of Parent or any of its affiliates as athe acquiror of the Company or any facts or circumstances concerning Parent or any of its affiliates, or (9) compliance with the terms of, the taking of any action required or the failure to take any action prohibited by, this Agreement or the taking of any action consented to or requested by Parent or (B) any failure, in and of itself, to meet internal or published projections, forecasts, performance measures, operating statistics or revenue or earnings predictions for any period or a decline in the price or trading volume of the Company Common Stock (provided that, except as otherwise provided in this definition, the underlying causes of such failure or decline may be taken into account in determining whether there is a Company Material Adverse Effect).

Organization and Qualification; Subsidiaries. The (a) Each of the Company and each subsidiary of the Company (each a "Subsidiary") is a corporation corporation, limited liability company, limited partnership or limited liability partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, . Each of the Company and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standing, standing that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. The term "Company Material Adverse Effect on the Company,Effect" as used in this Agreement, means any event, circumstance, development, change in or effect on that, individually or in the aggregate with all other events, circumstances, developments, changes and effects, is materially adverse to the business, operations, assets, liabilities, condition (financial or otherwise), prospects ) or results of operations of the Company and the Subsidiaries taken as a whole or any of its subsidiaries that would reasonably be expected to be prevent or materially adverse to delay the consummation of the Merger and the other transactions contemplated hereby (collectively, the "Transactions") or prevent or materially impair or delay the ability of the Company and to perform its subsidiaries taken as a whole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy obligations hereunder; provided, however, that in no event shall any of the certificate following, alone or in combination, be deemed to constitute, nor shall any of incorporation and the by-laws following be taken into account in determining whether there has been, or comparable organizational documentswill be, each as amended a Company Material Adverse Effect: any event, circumstance, change or effect resulting from or relating to (i) a change in general economic or financial market conditions, (ii) a change in industry conditions, (iii) seasonal fluctuations in the date hereof, business of the Company and each the Subsidiaries, (iv) any acts of its Significant terrorism or war (except to the extent such event, circumstance, change or effect has had a disproportionate effect on the Company and the Subsidiaries as compared to other persons in the industry in which the Company and has made available a complete and correct copy the Subsidiaries conduct their business), (v) the announcement of the Rights execution of this Agreement as amended or the pendency or consummation of the Transactions, or (vi) compliance with the terms of, or the taking of any action required by, this Agreement; provided further that the exceptions set forth in clauses (v) and (vi) will not apply with respect to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on representations and warranties set forth in Section 4.02 of the Company Disclosure Schedule as a3.05.

Organization and Qualification; Subsidiaries. The Company and each subsidiary of the Company (a "Subsidiary") is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws Laws of the jurisdiction of its incorporation. The Company incorporation and each of its subsidiaries has the requisite corporate power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, . The Company and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have such power or authority, or the failure for any failure(s) to be so qualified, qualified or licensed or in good standing, standing that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the Company(as hereinafter defined). The term "Company Material Adverse Effect on the Company,Effect" as used in this Agreement, means any change in or effect on that is or is reasonably likely to be materially adverse to the business, assets, liabilities, results of operations or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or otherwise materially and adversely affects the ability of the Company to consummate the transactions contemplated hereby; provided, however, that, none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Company Material Adverse Effect: (a) any change in the market price or trading volume of the Company's stock after the date hereof; (b) any adverse change, effect, event, occurrence, state of facts or development to the extent attributable to the announcement or pendency of the Merger (including any cancellation of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees); (c) any adverse change, prospects effect, event, occurrence, state of facts or results of operations of development attributable to conditions affecting the industries as a whole in which the Company participates, the U.S. economy as a whole or the foreign economies as a whole in any locations where the Company or any of its subsidiaries that would reasonably be expected Subsidiaries has material operations or sales; (d) any adverse change, effect, event, occurrence, state of facts or development arising from or relating to be materially adverse to compliance with the terms of, or the taking of any action required by, this Agreement; or (e) any suit, claim, action or other proceeding brought by any shareholder, Governmental Authority or third-party competitor of the Company or Parent after the date hereof that (x) is brought or threatened against the Company or any of its Subsidiaries or any member of its Board of Directors in respect of this Agreement or the transactions contemplated hereby or (y) in the case of a third-party competitor is brought or threatened against the Company or any of its Subsidiaries or any member of its Board of Directors and its subsidiaries taken as a wholeis reasonably likely to have been brought with the intended purpose or effect of preventing, enjoining, materially altering or delaying or otherwise interfering with the transactions contemplated by this Agreement. The Company has heretofore made available to Parent A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the Purchaser a complete and correct copy percentage of the certificate outstanding capital stock of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, of Subsidiary owned by the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant other Subsidiary" of any person means the subsidiaries identified , is set forth on Section 4.02 Schedule 3.01-1 of the Company Disclosure Schedule. A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage of the outstanding capital stock of each Subsidiary owned by the Company and each other Subsidiary, is set forth on Schedule 3.01-1 of the Company Disclosure Schedule. Except as aset forth on Schedule 3.01-1 of the Company Disclosure Schedule, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity and is not subject to any obligation or requirement to provide funds or make any investment (in the form of a loan, capital contribution or otherwise) in any such entity or any other person.

Organization and Qualification; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Each Subsidiary of the Company's Significant Subsidiaries Company (as defined hereineach, a “Company Subsidiary”) is a corporation has been duly organized, and is validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of Americawhere such concept is recognized, in good standing under the laws Laws of the jurisdiction of its incorporationincorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries. The Company and each of its subsidiaries Company Subsidiary has the requisite corporate power and authority and all governmental approvals and Company Permits necessary to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except for such government approvals and Company Permits, the absence of which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, licensed or in good standing, would notstanding that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect on the business, assets, liabilities, condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a wholeEffect. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy copies of the certificate of incorporation and the by-laws (or comparable similar organizational documents, each as amended to the date hereof, ) of the Company and each of its Significant Subsidiaries material Company Subsidiary, and has made available a complete and correct copy of the Rights Agreement all amendments thereto, as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as acurrently in effect.

Organization and Qualification; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company Delaware Law and each of its subsidiaries has the requisite corporate power and authority to own, lease, and operate or lease its properties and assets and to carry on its business as it is now being conducted, and . The Company is duly qualified or licensed to do business, and, with respect to the Company business and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except other than in such jurisdictions where the failure to have such power or authority, or the failure to be so qualified, qualified or licensed or in good standing, would not, (individually or in the aggregate, ) would not reasonably be expected to have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as As used in this Agreement, means “Material Adverse Effect” means, with respect to the Company or Parent, as applicable (the Company or Parent, as applicable, being referred to in this sentence as “such Person”), any change in change, effect, event, occurrence or effect on state of facts (an “Effect”) (or any development that has had or is reasonably likely to have any Effect) that, (A) is materially adverse to the business, assets, liabilities, financial condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company such Person and its subsidiaries Subsidiaries, taken as a whole. The Company has heretofore made available to Parent and , or (B) which would prevent or materially delay the Purchaser a complete and correct copy consummation of the certificate Transactions; provided, however, that none of incorporation the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the by-laws following shall be taken into account in determining whether there has been a Material Adverse Effect: (i) a change in the market price or comparable organizational documents, each as amended to trading volume of the capital stock of such Person after the date hereof, of provided, however, that this clause (i) shall not exclude any underlying Effect which may have caused such change in stock price or trading volume; (ii) disruption in financial, credit, banking or securities markets (including any disruption thereof and any decline in the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" price of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule security or market index) or any interest rate or exchange rate changes, generally which does not disproportionately affect such Person and its Subsidiaries, taken as aa whole; (iii) any Effect arising from or relating to general

Organization and Qualification; Subsidiaries. The Company is -------------------------------------------- a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) subsidiaries is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, and in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its subsidiaries has the requisite corporate power and authority to own, operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified, licensed or in good standing, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect on the business, assets, liabilities, financial condition (financial or otherwise), prospects or results of operations of the Company or any of and its subsidiaries that taken as a whole that, individually or in the aggregate with all other changes and effects, would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole, other than (a) the effects of changes that are generally applicable to (i) the United States economy or securities markets, or (ii) the world economy or international securities markets, and (b) changes or effects to the extent arising from the announcement of this Agreement and the transactions contemplated hereby (including the sale or other disposition of the Excluded Business and the shut- down of the NAS Business (excluding the Excluded Business) (each as defined in Section 6.13 hereof) contemplated by this Agreement and any loss of relationships with customers, suppliers, distributors, sales representatives or employees or the delay or cancellation of orders for products or services, in each case to the extent arising from such announcement); provided, that a change in the market price or trading volume of the Common Shares shall not, in and of itself, constitute a Material Adverse Effect on the Company (it being understood that this proviso shall not exclude any underlying change or effect which resulted in such change in the market price or trading volume). The Company has heretofore made available provided to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws bylaws or comparable organizational documents, each as amended to the date hereof, of the Company and each of its Significant Subsidiaries subsidiaries, and has made available provided a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" Neither the Company nor any of its subsidiaries is in violation of or default under any person means of the subsidiaries identified on Section 4.02 provisions of its respective certificate of incorporation, bylaws or comparable organizational documents. The Company has made available to Parent and its representatives true and complete copies of the minutes of all meetings of the stockholders, the Board of Directors and each committee of the Board of Directors of the Company Disclosure Schedule as aheld since January 1, 1998, and such minutes accurately reflect all proceedings of the stockholders and Board of Directors (and all committees thereof) of the Company.

Organization and Qualification; Subsidiaries. The Company Each of MediQuip and each subsidiary of MediQuip (the “MediQuip Subsidiaries”) is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation and each of its subsidiaries has the all corporate requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such corporate power, authority and governmental approvals have not had, and could not reasonably be expected to have, individually or in the aggregate, a MediQuip Material Adverse Effect (as defined below). Each of MediQuip and the MediQuip Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standingstanding that have not had, would notand could not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a MediQuip Material Adverse Effect on the CompanyEffect. The term "“MediQuip Material Adverse Effect on the Company," as used in this Agreement, Effect” means any change in or effect on the business, assets, liabilities, business of MediQuip and the MediQuip Subsidiaries that is materially adverse to the financial condition (financial or otherwise), prospects or results of operations of MediQuip and the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries MediQuip Subsidiaries taken as a whole. The Company has heretofore made available , except for any such changes or effects resulting from or in connection with (i) this Agreement or the transactions contemplated by this Agreement or the announcement hereof, (ii) any changes in economic, regulatory or political conditions or (iii) any issue or condition otherwise known to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended Deep Down prior to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as athis Agreement.

Organization and Qualification; Subsidiaries. The Company Disclosure Schedule sets forth the jurisdiction of incorporation of Company and each subsidiary of Company (the "Company Subsidiaries"). Each of Company and the Company Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a such jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its subsidiaries has the all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to obtain such governmental approvals has not had, and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (as defined below). Each of Company and the Company Subsidiaries is duly qualified or licensed as a foreign corporation or organization to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standingstanding that have not had, would notand could not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on Effect. Other than the CompanyCompany Subsidiaries, there are no corporations, partnerships, joint ventures, associations or other similar entities in which Company owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire the same. The term "Company Material Adverse Effect Effect" means any changes in or effects on the Company," as used in this Agreement, means any change in or effect on business of Company that is materially adverse to the business, assets, liabilities, condition (financial or otherwise), prospects assets (tangible or intangible), liabilities (including contingent liabilities), or results of operations or prospects of Company, except for any such changes or effects principally resulting from or principally arising in connection with (i) any changes affecting the wireless telecommunications equipment industry that do not have a disproportionate impact on Company, (ii) any changes in general economic conditions that do not disproportionately impact Company, (iii) in and of itself, any change in the trading price of the Company or Common Stock (including any of its subsidiaries that would reasonably proceedings which may be expected to be materially adverse initiated by Nasdaq with respect to the Company and its subsidiaries taken as a whole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, listing status of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy Common Stock based on the failure of the Rights trading price to meet the minimum bid requirements), (iv) the taking of any action expressly required by the terms of this Agreement as amended or (v) a decline in commercial product revenues attributable to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 public announcement of the Company Disclosure Schedule as aMerger. SECTION 3.02

Organization and Qualification; Subsidiaries. The Company is duly incorporated, validly existing and in good standing under the laws of the state of Nevada, with the corporate power and authority to conduct its business as currently conducted or proposed to be conducted as disclosed in the SEC Documents. The Company is duly qualified to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not reasonably be expected to have a corporation Material Adverse Effect. As of the date hereof, the Company does not own or control, and as of the Closing Date, the Company will not own or control, directly or indirectly, any corporation, association or other entity other than (i) the Subsidiary listed in Exhibit 21.00 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and (ii) such other entities omitted from Exhibit 21.00 which, when such omitted entities are considered in the aggregate as a single entity, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X. The Company owns, directly or indirectly, all of the capital stock or comparable equity interests of the Subsidiary free and clear of any and all liens or other encumbrances, and all the issued and outstanding shares of capital stock or comparable equity interest of the Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. The Subsidiary is duly organized, validly existing and in good standing under the laws of the State state of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its subsidiaries has the requisite corporate power and authority to own, operate or lease its properties and to carry on conduct its business as it is now being conducted, and currently conducted or proposed to be conducted as disclosed in the SEC Documents. The Subsidiary is duly qualified or licensed to do business, and, with respect to the Company business and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, standing in each every jurisdiction in which the nature of its the business conducted by it or the properties owned, operated or leased property owned by it makes such qualification, licensing or good standing qualification necessary, except where the failure to have such power or authority, or the failure to be so qualified, licensed qualified or in good standing, as the case may be, would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect on the business, assets, liabilities, condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aEffect.

Organization and Qualification; Subsidiaries. The Company is a corporation Each of Xxxxxx Xxxxxxx and each other subsidiary of Xxxxxx Xxxxxxx (collectively, the "Xxxxxx Xxxxxxx Subsidiaries") has been duly organized, and is validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organizedstanding, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation or organization, as the case may be, and each of its subsidiaries has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Xxxxxx Xxxxxxx Material Adverse Effect (as defined below). Each of Xxxxxx Xxxxxxx and the other Xxxxxx Xxxxxxx Subsidiaries is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standing, standing that would not, individually or in the aggregate, reasonably be expected to have a Xxxxxx Xxxxxxx Material Adverse Effect on the CompanyEffect. The term "Material Adverse Effect on the Company," as used in For purposes of this Agreement, "Xxxxxx Xxxxxxx Material Adverse Effect" means any change in or effect on the businessbusiness of Xxxxxx Xxxxxxx and the Xxxxxx Xxxxxxx Subsidiaries that is, assetsor is reasonably likely to be, liabilities, condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company business, financial condition, results of operations or prospects of Xxxxxx Xxxxxxx and its subsidiaries the Xxxxxx Xxxxxxx Subsidiaries taken as a whole. The Company has heretofore made available whole other than any change, effect, event or occurrence relating to Parent (i) the United States economy in general, (ii) this Agreement or the transactions contemplated hereby or the announcement thereof, (iii) the failure to obtain applicable regulatory or third party consents that may be required in connection with this Agreement or the transactions contemplated hereby, or (iv) to the offshore oil services industry in general; provided, however, that a Xxxxxx Xxxxxxx Material Adverse Effect shall include any change in or effect on the business of Xxxxxx Xxxxxxx and the Purchaser Xxxxxx Xxxxxxx Subsidiaries that is, or is reasonably likely to be, materially adverse to the business, financial condition, results of operations or prospects of Xxxxxx Xxxxxxx and the Xxxxxx Xxxxxxx Subsidiaries taken as a whole if such change or effect is significantly more adverse to Xxxxxx Xxxxxxx and the Xxxxxx Xxxxxxx Subsidiaries taken as a whole than to the offshore oil services industry in general. Section 4.01 of the Xxxxxx Xxxxxxx Disclosure Schedule sets forth a complete and correct copy list of all of the Xxxxxx Xxxxxxx Subsidiaries. Xxxxxx Xxxxxxx has made available to Halter Marine prior to the execution of this Agreement complete and correct copies of its certificate of incorporation and the by-laws or comparable organizational documentslaws, each as amended to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as adate.

Organization and Qualification; Subsidiaries. The Company Each of Digerati and each subsidiary of Digerati (the “Digerati Subsidiaries”) is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation and each of its subsidiaries has the all corporate requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such corporate power, authority and governmental approvals have not had, and could not reasonably be expected to have, individually or in the aggregate, a Digerati Material Adverse Effect (as defined below). Each of Digerati and the Digerati Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standingstanding that have not had, would notand could not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Digerati Material Adverse Effect on the CompanyEffect. The term "“Digerati Material Adverse Effect on the Company," as used in this Agreement, Effect” means any change in or effect on the business, assets, liabilities, business of Digerati and the Digerati Subsidiaries that is materially adverse to the financial condition (financial or otherwise), prospects or results of operations of Digerati and the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries Digerati Subsidiaries taken as a whole. The Company has heretofore made available , except for any such changes or effects resulting from or in connection with (i) this Agreement or the transactions contemplated by this Agreement or the announcement hereof, (ii) any changes in economic, regulatory or political conditions or (iii) any issue or condition otherwise known to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended Digerati prior to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as athis Agreement.

Organization and Qualification; Subsidiaries. The Company is a corporation duly organized and validly existing under the laws of the State of Washington. Section 3.01 of the Company Disclosure Schedule sets forth the percentage of all of the issued and outstanding shares of capital stock or other equity interests owned by the Company and its Subsidiaries in its Subsidiaries. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined hereinwhere applicable) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, except where the failure to be so organized, validly existing or in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company and each of its subsidiaries Subsidiaries has the requisite power (corporate power or otherwise) and authority to own, operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, authority or the failure to be so qualified, licensed or in good standing, standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Effect. The term “Subsidiary,” as used in this Agreement, means, with respect to any entity, any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, which is consolidated with such entity for financial reporting purposes. Section 3.01 of the Company Disclosure Schedule sets forth the name, jurisdiction of incorporation and principal line of business of each Subsidiary of the Company. The term "“Material Adverse Effect on the CompanyEffect," ” as used in this Agreement, means any change in or effect on the business, assets, liabilities, condition (financial that is or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would could reasonably be expected to be materially adverse to the business, assets, results of operations or financial condition of the Company and its subsidiaries Subsidiaries, taken as a whole. The Company has heretofore made available , except for any such change or effect arising out of or relating to Parent and (i) the Purchaser a complete and correct copy announcement of the certificate of incorporation and transactions contemplated by this Agreement or actions by Parent, Merger Sub or the by-laws Company required to be taken pursuant to this Agreement or comparable organizational documentsthe failure to take any actions that are prohibited by this Agreement, each as amended (ii) changes in general economic, regulatory or political conditions or changes affecting the economy or the securities or financial markets in general, except to the extent that any such change or effect disproportionately affects the Company when compared to other members of the Company’s industry, (iii) changes in laws, rules, regulations or orders of any Governmental Entity (as defined herein) or interpretations thereof by any Governmental Entity or changes in accounting rules, except to the extent that any such change or effect disproportionately affects the Company when compared to other members of the Company’s industry, (iv) changes affecting generally the industry in which the Company conducts business, except to the extent that any such change or effect disproportionately affects the Company when compared to other members of the Company’s industry, (v) a material worsening of current conditions caused by an act of terrorism or war (whether declared or not declared) occurring after the date hereofof this Agreement or any natural disasters or any national or international calamity affecting the United States or (vi) any change in the market price or trading volume of the Company’s securities, including as a result of the failure of the Company and each of its Significant Subsidiaries and to meet analysts’ expectations, provided that the exception in this clause (vi) shall not prevent or otherwise affect a determination that any cause underlying such change has made available a complete and correct copy of the Rights Agreement as amended resulted in or contributed to the date hereof. A "Significant Subsidiary" occurrence of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule a Material Adverse Effect as adefined without reference to this clause (vi).

Organization and Qualification; Subsidiaries. The Company Each of -------------------------------------------- Pathogenics and each subsidiary of Pathogenics (the "Pathogenics Subsidiaries") is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation and each of its subsidiaries has the all corporate requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such corporate power, authority and governmental approvals have not had, and could not reasonably be expected to have, individually or in the aggregate, a Pathogenics Material Adverse Effect (as defined below). Each of Pathogenics and Pathogenics Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standingstanding that have not had, would notand could not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Pathogenics Material Adverse Effect on the CompanyEffect. The term "Pathogenics Material Adverse Effect on the Company,Effect" as used in this Agreement, means any change in or effect on the business, assets, liabilities, business of Pathogenics and Pathogenics Subsidiaries that is materially adverse to the financial condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company Pathogenics and its subsidiaries Pathogenics Subsidiaries taken as a whole. The Company has heretofore made available , except for any such changes or effects resulting from or in connection with (i) this Agreement or the transactions contemplated by this Agreement or the announcement hereof, (ii) any changes in economic, regulatory or political conditions or (iii) any issue or condition otherwise known to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended Tyrol Therapeutics prior to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as athis Agreement.

Organization and Qualification; Subsidiaries. The Company and each Company Subsidiary (as hereinafter defined) is a corporation or limited liability company, as the case may be, duly organizedincorporated or formed, as the case may be, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation and each of its subsidiaries has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, conducted except where the failure to be in good standing or to have such power or authority, or the failure to be so qualified, licensed or in good standing, governmental approvals would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on or prevent or materially delay the Companyconsummation of the Transactions. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failure to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially delay the consummation of the Transactions. The term "Company Material Adverse Effect on the Company,Effect" as used in means, for all purposes of this Agreement, means any effect, circumstance or change in the business of the Company and the Company Subsidiaries that is or effect on is reasonably likely to be materially adverse to the business, assetsoperations, liabilitiesproperties, financial condition (financial or otherwise), prospects or results of operations of the Company and its subsidiaries, taken as a whole, provided that none of the following shall constitute a Company Material Adverse Effect: (i) a change in market price or trading volume of the Common Stock in and of itself, shall not be a Company Material Adverse Effect; provided that a change in market price or trading volume of the Common Stock may be used, as applicable, as evidence that some other effect, circumstance or change has had or is reasonably likely to have, a Company Material Adverse Effect, (ii) occurrences due to a disruption of the Company's or its subsidiaries' businesses as a result of the announcement of the execution of this Agreement or changes caused by the taking of any action required by this Agreement or (iii) general changes in economic conditions or any of changes affecting the post-production media service industry in which the Company and its subsidiaries that would reasonably be expected to be operate which do not have a materially adverse to disproportionate effect on the Company and its subsidiaries taken as a whole. The For purposes of this Agreement, the term "Company has heretofore made available to Parent and the Purchaser Subsidiary" shall mean a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, subsidiary of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy that is identified as such in Section 5.1 of the Rights Agreement as amended to the date hereofCompany Disclosure Schedule. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 5.1 of the Company Disclosure Schedule sets forth a complete and accurate list of all subsidiaries of the Company. Except as aset forth in Section 5.1 of the Company Disclosure Schedule, the Company owns directly or indirectly all of the issued and outstanding shares of capital stock of the Company Subsidiaries. Other than as set forth in Section 5.1 of the Company Disclosure Schedule, as of the date of this Agreement the Company has no other equity interest or profit participation in any other entity.

Organization and Qualification; Subsidiaries. The (a) Each of the Company and each subsidiary of the Company (each a “Subsidiary”) is a corporation corporation, limited liability company, limited partnership or limited liability partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the requisite corporate power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, . Each of the Company and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standingstanding that would not have a Company Material Adverse Effect. The term “Company Material Adverse Effect” means any event, circumstance, change or effect that (x) is, or would notbe reasonably likely to be, individually or in the aggregate, reasonably be expected materially adverse to have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect on the business, assets, liabilities, financial condition (financial or otherwise), prospects or results of operations of the Company and the Subsidiaries, taken as a whole or (y) would prevent the consummation of the Transactions; provided, however, that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, a Company Material Adverse Effect: (i) any event, circumstance, change or effect resulting from or relating to (A) a change in general economic, political or financial market conditions, including interest or exchange rates, (B) a change in the industries, or in the business conditions in the geographic regions in which the Company and its Subsidiaries operate, including, but not limited to, a change in general economic conditions that affect the industries in which the Company and its Subsidiaries conduct their business, (C) any change in accounting requirements or principles required by changes in GAAP (or any interpretations thereof) or required by any change in applicable Laws (or any interpretations thereof), (D) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any Law after the date hereof, (E) any acts of terrorism or war or any weather related event, fire or natural disaster or any escalation thereof, (F) the announcement of the execution of this Agreement or the pendency of the Merger and the other transactions contemplated by this Agreement (collectively, the “Transactions”), including the impact thereof on relationships with current and prospective clients, employer partners, vendors, suppliers and employees, (G) the identity of Parent or any of its subsidiaries that Affiliates as the acquiror of the Company or any facts or circumstances concerning Parent or any of its Affiliates, or (H) compliance with the terms of, or the taking of any action required by or the failure to take any action prohibited by, this Agreement (other than (i) pursuant to any requirement to operate in the ordinary course of business consistent with past practice or to make the representations and warranties of the Company accurate, or (ii) the consummation of the Transactions) or consented to by Parent, except, in the case of the foregoing clauses (A), (B), (D) and (E), to the extent such event, circumstance, change or effect would reasonably be expected to be have a materially adverse to disproportionate impact on the Company and its subsidiaries Subsidiaries, taken as a whole. The , compared to other persons in the industries in which the Company has heretofore made available to Parent and the Purchaser a complete and correct copy of Subsidiaries conduct their business after taking into account the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, size of the Company and each of its Significant Subsidiaries and has made available relative to such other persons; (ii) any failure to meet internal or published projections, forecasts, performance measures, operating statistics or revenue or earnings predictions for any period or a complete and correct copy of decline in the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 price or trading volume of the Company Disclosure Schedule Common Stock (provided that, except as aotherwise provided in this definition, the underlying causes of such failure or decline may be considered in determining whether there is a Company Material Adverse Effect); or (iii) any Actions, challenges or investigations relating to this Agreement or transactions contemplated hereby made or brought by any of the current or former stockholders of the Company (on their own behalf or on behalf of the Company) resulting from, relating to or arising out of this Agreement or the Transactions.

Organization and Qualification; Subsidiaries. The Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to jurisdictions that recognize the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, in good standing standing) under the laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the all requisite corporate or similar power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except, in the case of any such Subsidiary, where any such failure to be so organized, existing or in good standing or to have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company and each of its Subsidiaries is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it activities makes such qualification, qualification or licensing or good standing necessary, except other than in such jurisdictions where the failure to have any such power or authority, or the failure to be so qualified, qualified or licensed or in good standing, standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyEffect. The term "“Material Adverse Effect on the Company," as used in this Agreement, Effect” means any change change, effect, event, circumstance, occurrence or state of facts that, individually or in the aggregate, is or effect on would reasonably likely to be (A) materially adverse to the business, assets, liabilities, financial condition (financial or otherwise), prospects or results of operations of the Company and its Subsidiaries taken as a whole or any of its subsidiaries that would reasonably be expected to be (B) materially adverse to the ability of the Company to perform its obligations under this Agreement; provided, however, that none of the following, or any changes, effects, events, circumstances, occurrence or state of facts relating to or resulting therefrom, shall be deemed in themselves, either alone or in combination, to constitute, and none of them shall be taken into account in determining whether there has been or could or would be, a Material Adverse Effect pursuant to clause (A) above: (i) economic, financial market, or geopolitical conditions in general, (ii) general changes or developments in the industries in which the Company and its subsidiaries Subsidiaries (or their respective customers) operate, (iii) the announcement of this Agreement and the transactions contemplated hereby (it being understood that any adverse change in the Company’s supply relationships following the announcement of this Agreement shall not be deemed to be a change, effect, event, circumstance, occurrence or state of facts relating to or resulting from such announcement), (iv) any actions required under this Agreement, (v) changes in any laws or regulations or applicable accounting regulations or principles or interpretations thereof (so long as such changes were either published in the Federal Register prior to the date of this Agreement or were otherwise publicly proposed by the applicable Governmental Entity in one or more releases or notices published prior to the date of this Agreement), (vi) changes in the market price or trading volume of the Common Stock or the failure, in and of itself, by the Company to meet any expected or projected financial or operating performance target, as well as (in and of itself) any change by the Company in any expected or projected financial or operating performance target (it being understood that the facts or occurrences giving rise or contributing to such change or failure may be deemed to constitute and may be taken into account in determining whether there has been or could or would be a Material Adverse Effect), (vii) acts of God, national or international hostilities, war (whether or not declared) or terrorism or (viii) any litigation brought or threatened by the stockholders of the Company (whether on behalf of the Company or otherwise) arising out of or in connection with the existence, announcement or performance of this Agreement or the transactions contemplated hereby, unless, in the case of each of clauses (i), (ii) and (vii) above, such changes, effects, events, circumstances, occurrence or state of facts have a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole. The Company has heretofore made available , relative to Parent and other participants in the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, of industries in which the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aoperate.

Organization and Qualification; Subsidiaries. The Company is a corporation Each of NGP and each subsidiary of NGP (the "NGP SUBSIDIARIES") has been duly organized, and is validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation or organization, as the case may be, and each of its subsidiaries has the requisite corporate power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualifiedorganized, licensed existing or in good standingstanding or to have such power, authority and governmental approvals would not, individually or in the aggregate, reasonably be expected to have a NGP Material Adverse Effect on Effect. Each of NGP and each of the Company. The term "NGP Subsidiaries is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a NGP Material Adverse Effect on the Company," as used in Effect. For purposes of this Agreement, "NGP MATERIAL ADVERSE EFFECT" means any change in change, effect, circumstance or effect on event that is materially adverse to the business, assets, liabilities, financial condition (financial or otherwise), prospects or results of operations operation of NGP and the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries NGP Subsidiaries, taken as a whole. The Company has heretofore made available , excluding the effects of changes to Parent the extent related to (A) conditions in the United States or global economy or financial or capital markets generally, (B) general changes in conditions (including changes in legal, regulatory or business conditions or changes in U.S. GAAP or weather conditions) in or otherwise affecting the industries or businesses in which NGP and the Purchaser a complete and correct copy NGP Subsidiaries operate (in the case of (A) or (B), except to the certificate of incorporation extent that such changes materially disproportionately affect NGP and the by-laws or comparable organizational documents, each as amended NGP Subsidiaries compared to the date hereofmanner in which the changes affect the industries or businesses in which NGP and the NGP Subsidiaries operate) or (C) this Agreement or the Purchase Agreement, of the Company announcement or performance hereof or thereof and each of its Significant Subsidiaries the transactions and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aobligations contemplated hereby or thereby.

Organization and Qualification; Subsidiaries. (a) The US Company is a corporation limited liability company duly organizedformed, validly existing and in good standing under the laws of the State of Delaware. The US Company has the requisite limited liability company power (and all other requisite power and authority, except where the failure to have such power and authority has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect) to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on the businesses as now being conducted by it. Each other member of the Company's Significant Subsidiaries (as defined herein) Company Group is a corporation corporation, limited liability company or other legal entity duly organizedformed, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, and in good standing in all material respects under the laws of the its jurisdiction of its incorporation. The Company incorporation or formation and each of its subsidiaries has the requisite corporate corporate, limited liability company or other legal entity power (and all other requisite power and authority, except where the failure to have such power and authority has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect) to own, lease and operate or lease its properties and to carry on its business as it is now being conducted. Each of the UK Dormant Companies are, and have since their incorporation been, dormant companies within the meaning of Section 1169 of the Companies Xxx 0000. Each member of the Company Group is duly qualified or licensed as a foreign corporation to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standing, standing in any foreign jurisdiction as have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect on the business, assets, liabilities, condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aEffect.

Organization and Qualification; Subsidiaries. The Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company which it is organized and each of its subsidiaries has the requisite corporate power and authority to own, operate or lease its properties and to carry on its business as it is now being conducted, . Each of the Company and its Subsidiaries is duly qualified or licensed to do business, and, with respect to the Company business and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except other than in such jurisdictions where the failure to have such power or authority, or the failure to be so qualified, licensed qualified or in good standing, would notlicensed, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as As used in this Agreement, means “Material Adverse Effect” means, except as otherwise provided in Sections 7.02, 7.03 and 8.01(d)(i), any change, effect, event, occurrence or state of facts (or any development that has had or is reasonably likely to have any change or effect) that is, individually or in or effect on the aggregate, materially adverse to the business, property, assets, liabilities, financial condition (financial or otherwise), prospects or results of operations of Parent or any of its Subsidiaries, in the case of Parent, or the Company or any of its Significant Subsidiaries, in the case of the Company, or which would prevent or materially delay the consummation of the Transactions; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect: (i) any adverse change in the market price or trading volume of the capital stock of such Person after the date hereof; provided, however, that this clause (i) shall not exclude any underlying event, occurrence, development or circumstance which may have caused such change in stock price or trading volume; (ii) any adverse event, occurrence or development affecting any of the industries in which such Person operates generally (to the extent that such events, occurrences or developments do not disproportionately affect such Person as compared to other companies in such industries); (iii) changes, events or occurrences in financial, credit, banking or securities markets (including any disruption thereof); (iv) any adverse change, event, development or effect arising from or relating to general business or economic conditions (including the business of Parent or any of its Subsidiaries, in the case of Parent, and the Company or any of its Significant Subsidiaries, in the case of the Company) which does not relate only to Parent or any of its Subsidiaries, in the case of Parent, or the Company or any of its Significant Subsidiaries, in the case of the Company; (v) any adverse change, event, development or effect attributable to the announcement or pendency of the Transactions, or resulting from or relating to compliance with the terms of, or the taking of any action required by, this Agreement; (vi) any adverse change, event, development or effect arising from or relating to national or international political or social conditions, including the engagement by the United States in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack anywhere in the world; and (vii) any adverse change, event, development or effect arising from or relating to laws, rules, regulations, orders or other binding directives issued by any Governmental Entity that do not relate only to Parent or any of its Subsidiaries, in the case of Parent, or the Company or any of its Significant Subsidiaries, in the case of the Company. The term “Subsidiary,” with respect to any Person, means any corporation or other legal entity of which such Person Controls (either alone or through or together with any other Subsidiary), directly or indirectly, more than 50% of the capital stock or other ownership interests the holders of which are generally entitled to vote for the election of the Board of Directors or other governing body of such corporation or other legal entity. The Company Disclosure Memorandum lists each Subsidiary of the Company. The Company has made available to Parent complete and correct copies of its certificate of incorporation and by-laws and the certificates of incorporation and by-laws (or comparable charter documents) of its Subsidiaries, in each case as amended to the date hereof. Except as set forth in the Company Disclosure Memorandum, all of the outstanding shares of capital stock or other ownership interests of each Subsidiary have been validly issued and are fully paid and nonassessable and owned by the Company, by another Subsidiary of the Company or by the Company and another such Subsidiary, free and clear of all material pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”), and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws. Except as set forth in the Company Disclosure Memorandum, there are no outstanding (i) securities of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy Subsidiaries convertible into or exchangeable for shares of the certificate of incorporation and the by-laws capital stock or comparable organizational documents, each as amended to the date hereof, other ownership interests in any Subsidiary of the Company and each or (ii) options or other rights to acquire from the Company or any of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any capital stock or other ownership interests in, or any securities convertible into or exchangeable for any capital stock or other ownership interests in, any Subsidiary of the Company. Except as set forth in the Company Disclosure Schedule as aMemorandum, and except for ownership of less than 1% in any publicly traded company and the capital stock or other ownership interests of its Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, joint venture or other entity.

Organization and Qualification; Subsidiaries. The Each of the Company and each subsidiary of the Company (each such subsidiary a "COMPANY SUBSIDIARY", and collectively the "COMPANY SUBSIDIARIES") is a corporation or other entity duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation or organization and each of its subsidiaries has the all requisite corporate or other power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failures to be so organized, existing or in good standing or to have such corporate or other power, and authority have not had, and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (as defined below). Each of the Company and the Company Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standingstanding that have not had, would notand could not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. The term "Material Adverse Effect on the Company,COMPANY MATERIAL ADVERSE EFFECT" as used in this Agreement, means any change in or effect on the business of the Company and the Company Subsidiaries that is materially adverse to the business, assets, liabilities, financial condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to and the Company and its subsidiaries Subsidiaries taken as a whole, except for any such change or effect resulting from or arising out of (i) changes in circumstances or conditions affecting the advertising industry in general, (ii) changes in general United States or global economic or business conditions or financial markets or (iii) the announcement of this Agreement or the transactions contemplated hereby. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy of the certificate Amended and Restated Certificate of incorporation Incorporation and the byAmended and Restated By-laws or comparable organizational documents, each as amended to the date hereof, Laws of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as athe

Organization and Qualification; Subsidiaries. The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to jurisdictions that recognize the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, in good standing standing) under the laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the all requisite corporate or similar power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified except where any such failure to be so organized, existing or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business standing or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified, licensed or in good standing, authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company(as defined below). The term "Company and each of its subsidiaries is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for any such failure to be so qualified or licensed or in good standing which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Effect. “Material Adverse Effect” shall mean any effect, event, circumstance or change that, individually or in the Company," as used aggregate, results in this Agreement, means any change in or a material adverse effect on the business, financial condition, assets, liabilities, condition (financial or otherwise), prospects liabilities or results of operations of the Company and its subsidiaries, taken as a whole; provided, however, that none of the following, or any effects, events, circumstances or changes relating thereto or resulting therefrom, shall be deemed in themselves, either alone or in combination, to constitute, and none of them shall be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect: (i) general economic conditions (including conditions in the stock markets or other capital markets) or developments or changes therein, (ii) conditions in the industry in which the Company and its subsidiaries operate or developments or changes therein, (iii) any change in the market price or trading volume of the Company Common Stock after the date hereof (provided that the underlying causes of such change shall be considered in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect), (iv) the existence, announcement or performance of this Agreement or the transactions contemplated hereby, including compliance by the Company with its covenants and agreements contained in this Agreement, (v) any actions taken or omitted to be taken by Parent or Merger Sub or their respective affiliates, (vi) any change in applicable law or accounting regulation or principle effected after the date hereof, (vii) failure by the Company or any of its subsidiaries to meet any projections, estimates or budgets for any period prior to, on or after the date of this Agreement (provided that the underlying causes of such failure shall be considered in determining whether there has been, or would reasonably be expected to be materially adverse be, a Material Adverse Effect) or (viii) acts of God, national or international hostilities, war (whether or not declared) or terrorism; except, in the cases of clauses (i), (ii), and (viii) above, if such effect, event, circumstance or change disproportionately impacts the business, financial condition, assets, liabilities or results of operations of the Company and its subsidiaries, taken as a whole, relative to other participants in the industry in which the Company and its subsidiaries taken as a whole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aoperate.

Organization and Qualification; Subsidiaries. The Company is a corporation duly organized and validly existing under the laws of the State of Washington. Section 3.01 of the Company Disclosure Schedule sets forth the percentage of all of the issued and outstanding shares of capital stock or other equity interests owned by the Company and its Subsidiaries in its Subsidiaries. Each of the Company's Subsidiaries is duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined hereinwhere applicable) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, except where the failure to be so organized, validly existing or in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company and each of its subsidiaries Subsidiaries has the requisite power (corporate power or otherwise) and authority to own, operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, authority or the failure to be so qualified, licensed or in good standing, standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Effect. The term "SUBSIDIARY," as used in this Agreement, means, with respect to any entity, any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, which is consolidated with such entity for financial reporting purposes. Section 3.01 of the Company Disclosure Schedule sets forth the name, jurisdiction of incorporation and principal line of business of each Subsidiary of the Company. The term "Material Adverse Effect on the CompanyMATERIAL ADVERSE EFFECT," as used in this Agreement, means any change in or effect on the business, assets, liabilities, condition (financial that is or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would could reasonably be expected to be materially adverse to the business, assets, results of operations or financial condition of the Company and its subsidiaries Subsidiaries, taken as a whole. The Company has heretofore made available , except for any such change or effect arising out of or relating to Parent and (i) the Purchaser a complete and correct copy announcement of the certificate of incorporation and transactions contemplated by this Agreement or actions by Parent, Merger Sub or the by-laws Company required to be taken pursuant to this Agreement or comparable organizational documentsthe failure to take any actions that are prohibited by this Agreement, each as amended (ii) changes in general economic, regulatory or political conditions or changes affecting the economy or the securities or financial markets in general, except to the extent that any such change or effect disproportionately affects the Company when compared to other members of the Company's industry, (iii) changes in laws, rules, regulations or orders of any Governmental Entity (as defined herein) or interpretations thereof by any Governmental Entity or changes in accounting rules, except to the extent that any such change or effect disproportionately affects the Company when compared to other members of the Company's industry, (iv) changes affecting generally the industry in which the Company conducts business, except to the extent that any such change or effect disproportionately affects the Company when compared to other members of the Company's industry, (v) a material worsening of current conditions caused by an act of terrorism or war (whether declared or not declared) occurring after the date hereofof this Agreement or any natural disasters or any national or international calamity affecting the United States or (vi) any change in the market price or trading volume of the Company's securities, including as a result of the failure of the Company and each of its Significant Subsidiaries and to meet analysts' expectations, provided that the exception in this clause (vi) shall not prevent or otherwise affect a determination that any cause underlying such change has made available a complete and correct copy of the Rights Agreement as amended resulted in or contributed to the date hereof. A "Significant Subsidiary" occurrence of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule a Material Adverse Effect as adefined without reference to this clause (vi).

Organization and Qualification; Subsidiaries. The Company Each of Parent and its subsidiaries is a corporation corporation, limited partnership or limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its subsidiaries incorporation or organization, has the all requisite corporate corporate, limited partnership or limited liability company power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, conducted and is duly qualified or licensed and in good standing to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, business in each jurisdiction in which the nature of its the business conducted by it or the ownership or leasing of its properties owned, operated or leased by it makes such qualification, licensing or good standing qualification necessary, except other than where the failure to have such power or authority, or the failure to be so qualified, licensed or duly qualified and in good standing, standing would not, individually or in the aggregate, reasonably be expected to not have a Parent Material Adverse Effect on the CompanyEffect. The term "Parent Material Adverse Effect on the Company,Effect" as used in this Agreement, means Agreement shall mean any change in or effect on that, individually or when taken together with all other such changes or effects, would be materially adverse to the business, operations, assets, liabilitiesfinancial condition, condition (financial or otherwise), prospects or results of operations of the Company Parent and its subsidiaries, taken as a whole; provided, that none of the following shall be deemed in and of themselves to constitute, and none of the following shall be taken into account in determining whether there has been, a Parent Material Adverse Effect: (i) any change in the market price or trading volume of the capital stock of the Parent after the date hereof, (ii) the suspension of trading in securities generally on the NYSE or the American Stock Exchange or the NASDAQ National Market, (iii) any adverse change, event, development or offset arising from or relating to (A) general business or economic conditions or (B) general business or economic conditions relating to any industries in which the Parent or any of its subsidiaries that would reasonably be expected to be materially adverse participates, in each case which is not specific to the Company Parent and its subsidiaries taken as a whole. The Company has heretofore made available subsidiaries, and (iv) any adverse change, event, development or effect arising from or relating to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as achange in U.S. generally accepted accounting principles.

Organization and Qualification; Subsidiaries. The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to jurisdictions that recognize the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, in good standing standing) under the laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the all requisite corporate or similar power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where any such failure to be so organized, existing or in good standing or to have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company and each of its subsidiaries is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it activities makes such qualification, qualification or licensing or good standing necessary, except other than in such jurisdictions where the failure to have any such power or authority, or the failure to be so qualified, qualified or licensed or in good standing, standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyEffect. The term "“Material Adverse Effect on the Company," as used in this Agreement, Effect” means any change in change, effect, event, circumstance, occurrence or effect on the businessstate of facts that is, assets, liabilities, condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to to, individually or in the aggregate, be materially adverse to the business, financial condition or assets of the Company and its subsidiaries taken as a whole. The ; provided, however, that none of the following, or any changes, effects, events, circumstances, occurrence or state of facts resulting therefrom, shall be deemed in themselves, either alone or in combination, to constitute, and none of them shall be taken into account in determining whether there has been or could or would be, a Material Adverse Effect: (i) economic, financial market, or geopolitical conditions in general, (ii) general changes or developments in the industries in which the Company has heretofore made available to Parent and its subsidiaries operate, (iii) the announcement of this Agreement and the Purchaser a complete and correct copy transactions contemplated hereby, (iv) any actions required under this Agreement to obtain approval or authorization under applicable antitrust or competition laws for the consummation of the certificate of incorporation and the by-Merger, (v) changes in any laws or comparable organizational documentsregulations or applicable accounting regulations or principles or interpretations thereof, each (vi) changes in the market price or trading volume of the Common Stock (provided that any change, effect, event, circumstance, occurrence or state of facts that may have caused or contributed to such change in market price or trading volume shall not be excluded), (vii) the failure, in and of itself, by the Company to meet any expected or projected financial or operating performance target, as amended well as (in and of itself) any change by the Company in any expected or projected financial or operating performance target (provided that any change, effect, event, circumstance, occurrence or state of facts that may have caused or contributed to such failure or change shall not be excluded), or (viii) acts of God, national or international hostilities, war (whether or not declared) or terrorism, unless, in the date hereofcase of clause (i), of (ii), (v) or (viii) such change, effect, event or occurrence has a materially disproportionate effect on the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of subsidiaries compared with other companies operating in the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of industry in which the Company Disclosure Schedule as aand each of its subsidiaries operate.

Organization and Qualification; Subsidiaries. The Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to jurisdictions that recognize the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, in good standing standing) under the laws Laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the all requisite corporate or similar power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where any such failure to be in good standing or to have such power or authority, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect (as defined below). Each of the Company and its subsidiaries is duly qualified or licensed to do business, and, and is in good standing (with respect to jurisdictions that recognize the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, is in good standing, ) in each jurisdiction in which where the nature character of its properties owned, leased or operated by it or the conduct of its business or the properties owned, operated or leased by it nature of its activities makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for any such power or authority, or the failure to be so qualified, qualified or licensed or in good standing, would notstanding which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. The term "Company Material Adverse Effect on the Company,Effect" as used in this Agreement, means any change in change, event, circumstance or effect on that, taken as a whole, is or would be materially adverse to the business, assets, properties, liabilities, financial condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole. The , other than any change, event, circumstance or effect resulting from (i) changes after the date of this Agreement in general U.S. or global economic conditions (except to the extent that those changes have a disproportionate effect on the Company has heretofore made available or its subsidiaries relative to Parent other participants in the industry in which the Company and its subsidiaries operate), (ii) general changes after the Purchaser date of this Agreement in the industry in which the Company and its subsidiaries operate (except to the extent that those changes have a complete and correct copy disproportionate effect on the Company or its subsidiaries relative to other participants in such industry), or (iii) the announcement of this Agreement or of the certificate of incorporation transactions contemplated hereby, including without limitation terminations or other negative impacts on relationships with customers, suppliers or other persons who have business relations with the Company and the by-laws or comparable organizational documents, each as amended its subsidiaries that result from such announcement. Exhibit 21 to the date hereofCompany's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 includes all of the significant subsidiaries (as defined in Rule 1-02 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the "SEC")) of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy as of the Rights Agreement as amended to the date hereof. A end of such fiscal year (each such significant subsidiary, a "Significant Subsidiary" of any person means "). Other than subsidiaries that are wholly-owned by the subsidiaries identified on Company or by another Company subsidiary, and other than as set forth in Section 4.02 3.1 of the Company Disclosure Schedule as aSchedule, the Company does not own, directly or indirectly, any capital stock or other equity interests in any other person, except for passive investments in any other person which do not exceed 1% of such other person's outstanding equity interests.

Organization and Qualification; Subsidiaries. The (a) Each of the Company and its subsidiaries is a corporation an entity duly organized, validly existing and in (to the extent the concept of good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction exists in the United States of America, applicable jurisdiction) in good standing under the laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the requisite corporate or other power and authority necessary to own, lease and operate the properties it purports to own, operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to have such other power or authority would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of its properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it activities makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, duly qualified or licensed or and in good standing, standing that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect on the CompanyEffect. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect on the business, assets, liabilities, condition (financial or otherwise), prospects or results A true and complete list of operations all subsidiaries of the Company or any together with the jurisdiction of its subsidiaries that would reasonably be expected to be materially adverse to organization of each such subsidiary and the percentage of each such subsidiary's outstanding capital stock owned by the Company and its subsidiaries taken as a whole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy or another subsidiary of the certificate Company is contained in Section 2.01 of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, written disclosure schedule previously initialed on behalf of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement Acquiror (the "Company Disclosure Schedule"). Except as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on set forth in Section 4.02 2.01 of the Company Disclosure Schedule as a, neither the Company nor any of its subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in or is the general or limited partner of, any corporation, partnership, joint venture or other business association or entity (other than its wholly-owned subsidiaries), (i) with respect to which interest the Company or a subsidiary has invested (and currently owns) or is required to invest $50,000 or more, or (ii) which is a publicly-traded entity unless such interest is held for investment by the Company or its subsidiary and comprises less than five percent of the outstanding stock of such entity.

Organization and Qualification; Subsidiaries. The Each of -------------------------------------------- the Company and each subsidiary of the Company (each, a "Subsidiary") is a ---------- corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation and each of its subsidiaries has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have lack of such power or authoritypower, or the failure to be so qualified, licensed or in good standing, authority and approval would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on (as defined below). Each of the CompanyCompany and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Company Material Adverse Effect. The term "Company Material Adverse Effect on the Company,Effect" as used in this Agreement, ------------------------------- means any circumstances, change in in, or effect on on, the businessCompany Group, assetswhen taken as a consolidated whole, or affecting the Company Commercial Aircraft Business, the Company Government Business or the Company Aeroderivative Business, whether individually or collectively as to any one or more of such Company Businesses, which is, or could reasonably be expected in the future to be, materially adverse to the operations, assets or liabilities, employee relationships, customer or supplier relationships, earnings or results of operations, financial projections or forecasts, or the business prospects and condition (financial or otherwise), prospects or results of operations ) of the Company Group or any one or more of its subsidiaries that would reasonably be expected to be materially adverse the Company Businesses, whether individually or taken as a consolidated whole with respect to the Company Group. A true and its subsidiaries taken as a whole. The Company has heretofore made available to Parent complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the Purchaser a complete and correct copy percentage of the certificate outstanding capital stock of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, of Subsidiary owned by the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant other Subsidiary" of any person means the subsidiaries identified on , is set forth in Section 4.02 3.01 of the Company Disclosure Schedule Schedule. Except as aset forth in Section 3.01 of the Company Disclosure Schedule, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity.

Organization and Qualification; Subsidiaries. The Company Each of AGI and each subsidiary of AGI (each, a "Subsidiary") is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation and each of its subsidiaries has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have lack of such power or authoritypower, or the failure to be so qualified, licensed or in good standing, authority and approval would not, individually or in the aggregate, reasonably be expected to have a an AGI Material Adverse Effect on (as defined below). Each of AGI and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the Companycharacter of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have an AGI Material Adverse Effect. The term "AGI Material Adverse Effect on the Company,Effect" as used in this Agreement, means any circumstances, change in in, or effect on on, the business, assets, liabilities, condition AGI Group (financial or otherwiseas defined in Section 9.03), prospects when taken as a consolidated whole, or results of operations of affecting the Company AGI Business (as defined in Section 9.03), which is, or any of its subsidiaries that would could reasonably be expected in the future to be be, materially adverse to the Company AGI Group or the AGI Business; provided, however, that any of such circumstances, changes in, or effects attributable to the failure of E&S to make any deliveries of products to AGI following the date hereof in accordance with the terms and its subsidiaries specifications set forth in and required by contractual arrangements between E&S and AGI shall not be taken as into account in determining whether there has been or would be a whole. The Company has heretofore made available to Parent "AGI Material Adverse Effect." A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the Purchaser a complete and correct copy percentage of the certificate outstanding capital stock of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, of the Company Subsidiary owned by AGI and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant other Subsidiary" of any person means the subsidiaries identified on , is set forth in Section 4.02 of the Company Disclosure Schedule as a3.01

Organization and Qualification; Subsidiaries. The Company Each of Parent and its subsidiaries is a corporation corporation, limited partnership or limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its subsidiaries incorporation or organization, has the all requisite corporate corporate, limited partnership or limited liability company power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, conducted and is duly qualified or licensed and in good standing to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, business in each jurisdiction in which the nature of its the business conducted by it or the ownership or leasing of its properties owned, operated or leased by it makes such qualification, licensing or good standing qualification necessary, except other than where the failure to have such power or authority, or the failure to be so qualified, licensed or duly qualified and in good standing, standing would not, individually or in the aggregate, reasonably be expected to not have a Parent Material Adverse Effect on the CompanyEffect. The term "Parent Material Adverse Effect on the Company,Effect" as used in this Agreement, means Agreement shall mean any change in or effect on that, individually or when taken together with all other such changes or effects, would be materially adverse to the business, operations, assets, liabilitiesfinancial condition, condition (financial or otherwise), prospects or results of operations of the Company Parent and its subsidiaries, taken as a whole; provided, that none of the following shall be deemed in and of themselves to constitute, and none of the following shall be taken into account in determining whether there has been, a Parent Material Adverse Effect: (i) any change in the market price or trading volume of the capital stock of the Parent after the date hereof, (ii) the suspension of trading in securities generally on the NYSE or the American Stock Exchange or the NASDAQ National Market, (iii) any adverse change, event, development or offset arising from or relating to (A) general business or economic conditions or (B) general business or economic conditions relating to any industries in which the Parent or any of its subsidiaries that would reasonably be expected to be materially adverse participates, in each case which is not specific to the Company Parent and its subsidiaries taken as a whole. The Company has heretofore made available to Parent subsidiaries, and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents(iv) any adverse change, each as amended to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aevent,

Organization and Qualification; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareMissouri. Each Except as set forth in SCHEDULE 4.1 of the COMPANY DISCLOSURE SCHEDULE, each of the Company's Significant Subsidiaries (as defined herein) subsidiaries is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, and in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its subsidiaries has the requisite corporate power and authority to own, operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified, licensed or in good standing, would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the CompanyMATERIAL ADVERSE EFFECT ON THE COMPANY," as used in this Agreement, means any change in or effect on the business, assetsfinancial condition, liabilities, condition (financial or otherwise), prospects or results of operations operation or prospects of the Company or any of its subsidiaries that would could reasonably be expected to be materially have a material adverse to effect on the Company and its subsidiaries taken as a whole. The Company has heretofore made available whole or could reasonably be expected to Parent and the Purchaser a complete and correct copy prevent or materially delay consummation of the certificate of incorporation and Merger; provided that the by-laws foregoing shall not include any change or comparable organizational documentseffect that results or arises from or relates to changes in (A) general economic or market conditions, each as amended except to the date hereofextent they have a disproportionate impact on the Company, of or prevailing interest rates, (B) conditions generally affecting the industry in which the Company and each or any of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aoperates, or (C) laws, regulations or accounting standards, principles or interpretations.

Organization and Qualification; Subsidiaries. The Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to jurisdictions that recognize the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, in good standing standing) under the laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the all requisite corporate or similar power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified except where any such failure to be so organized, existing or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business standing or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified, licensed or in good standing, authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on (as defined herein). Each of the Company. The term "Company and its subsidiaries is duly qualified or licensed to do business in each jurisdiction where the character of its properties owned, leased or operated by it or the n ature of its activities makes such qualification or licensing necessary, except for any such failure to be so qualified or licensed which would not, individually or in the aggregate, have a Material Adverse Effect on the Company," as used in this Agreement, Effect. “Material Adverse Effect” means any change fact, circumstance, event, change, effect or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes, effects, or occurrences, (a) has or would be reasonably expected to have a material adverse effect on or with respect to the assets, business, assets, liabilities, condition (financial or otherwise), prospects or results of operations or financial condition of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole. The whole or (b) would prevent, materially delay or materially impede the ability of the Company has heretofore made available to Parent consummate the Merger, provided, however, that, in the case of (a) only, a Material Adverse Effect shall not include facts, circumstances, events, changes, effects or occurrences (i) generally affecting the economy or the financial, debt, credit or securities markets in the United States, including as a result of changes in geopolitical conditions, (ii) generally affecting any of the industries in which the Company or its subsidiaries operate, (iii) resulting from the announcement of this Agreement and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws transactions contemplated hereby, including any stockholder litigation relating thereto or comparable organizational documentsincluding any termination of, each as amended to the date hereofreduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Company and each its subsidiaries due to the announcement and performance of this Agreement or the identity of the parties to this Agreement, or the performance of this Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein, (iv) resulting from any actions expressly required under this Agreement to obtain any approval or authorization under applicable antitrust or competition laws for the consummation of the Merger, (v) resulting from changes after the date hereof in any applicable laws or applicable accounting regulations or principles or interpretations thereof, provided that in the case of this clause (v) such changes shall not be excluded to the extent that such changes have a materially disproportionate effect on the Company and its subsidiaries taken as a whole compared with other companies operating in any of the principal industries in which the Company and its subsidiaries operate, (vi) resulting from any outbreak or escalation of hostilities or war or any act of terrorism, or (vii) resulting from any failure by the Company to meet any published analyst estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its Significant Subsidiaries revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the facts or occurrences giving rise or contributing to any such failure that are not otherwise excluded from the definition of a “Material Adverse Effect” may be taken into account in determining whether there has made available been a complete Material Adverse Effect), except, in the case of clauses (i), (ii) and correct copy (vi) above, such facts, circumstances, changes, events, effects or occurrences shall not be excluded to the extent that they have a materially disproportionate effect on the Company and its subsidiaries taken as a whole compared with other companies operating in any of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of principal industries in which the Company Disclosure Schedule as aand its subsidiaries operate.

Organization and Qualification; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) subsidiaries is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, and in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its subsidiaries has the requisite corporate power and authority to own, operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified, licensed or in good standing, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect on the business, assets, liabilities, financial condition (financial or otherwise), prospects or results of operations of the Company or any of and its subsidiaries that taken as a whole that, individually or in the aggregate with all other changes and effects, would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole, other than (a) the effects of changes that are generally applicable to (i) the United States economy or securities markets, or (ii) the world economy or international securities markets, and (b) changes or effects to the extent arising from the announcement of this Agreement and the transactions contemplated hereby (including the sale or other disposition of the Excluded Business and the shut-down of the NAS Business (excluding the Excluded Business) (each as defined in Section 6.13 hereof) contemplated by this Agreement and any loss of relationships with customers, suppliers, distributors, sales representatives or employees or the delay or cancellation of orders for products or services, in each case to the extent arising from such announcement); provided, that a change in the market price or trading volume of the Common Shares shall not, in and of itself, constitute a Material Adverse Effect on the Company (it being understood that this proviso shall not exclude any underlying change or effect which resulted in such change in the market price or trading volume). The Company has heretofore made available provided to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws bylaws or comparable organizational documents, each as amended to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aand

Organization and Qualification; Subsidiaries. The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to jurisdictions that recognize the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, in good standing standing) under the laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the all requisite corporate or similar power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified except where any such failure to be so organized, existing or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business standing or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified, licensed or in good standing, authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company(as defined below). The term Company and each subsidiary set forth in Section 3.1 of the Company Disclosure Schedule (each, a "Material Subsidiary") is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for any such failure to be so qualified or licensed or in good standing which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. "Material Adverse Effect on the Company,Effect"" as used in this Agreement, means any change in change, circumstance, effect, event or effect on occurrence that would be materially adverse to the business, assets, liabilities, business, financial condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole. The , other than any change or effect resulting from (i) changes in general economic conditions, (ii) general changes or developments in the industries in which the Company has heretofore made available to Parent and its subsidiaries operate, (iii) the announcement of this Agreement and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws transactions contemplated hereby, including any termination of, reduction in or comparable organizational documentssimilar negative impact on relationships, each as amended to the date hereofcontractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Company and each its subsidiaries to the extent due to the announcement and performance of its Significant Subsidiaries and has made available a complete and correct copy this Agreement or the identity of the Rights parties to this Agreement, or the performance of this Agreement as amended and the transactions contemplated hereby, including compliance with the covenants set forth herein, (iv) any actions required under this Agreement to obtain any approval or authorization under applicable antitrust or competition laws for the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 consummation of the Merger or (v) changes in any tax laws or regulations or applicable accounting regulations or principles, unless, in the case of the foregoing clauses (i) and (ii), such changes referred to therein have a disproportionate effect on the Company Disclosure Schedule and its subsidiaries taken as aa whole relative to other participants in the industries in which the Company and its subsidiaries operate. SECTION 3.2

Organization and Qualification; Subsidiaries. The Company Section 4.01 of the Parent Disclosure Schedule sets forth the jurisdiction of incorporation of Parent and each subsidiary of Parent required to be disclosed in the Parent SEC Reports (as defined in Section 4.06(a) below) (the "Parent Subsidiaries"). Each of Parent and the Parent Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a such jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its subsidiaries has the all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to obtain such governmental approvals has not had, and could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect (as defined below). Each of Parent and the Parent Subsidiaries is duly qualified or licensed as a foreign corporation or organization to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standingstanding that have not had, would notand could not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on the CompanyEffect. The term "Parent Material Adverse Effect Effect" means any changes in or effects on the Company," as used in this Agreement, means any change in or effect on the business, assets, liabilities, condition (financial or otherwise), prospects or results business of operations of the Company Parent or any of its subsidiaries that would reasonably be expected Parent Subsidiary that, individually or in the aggregate, are or are substantially likely to be materially adverse to the Company business, financial condition, assets (tangible or intangible), liabilities (including contingent liabilities), or results of operations of Parent and its subsidiaries the Parent Subsidiaries, taken as a whole. The Company has heretofore made available to , except for any such changes or effects principally resulting from or principally arising in connection with (i) any changes affecting the respective industries in which Parent and the Purchaser Parent Subsidiaries operate that do not have a complete disproportionate impact on Parent and correct copy the Parent Subsidiaries, taken as a whole, (ii) any changes in general economic conditions that do not disproportionately impact Parent and the Parent Subsidiaries, taken as a whole, (iii) in and of itself, any change in the trading price of the certificate Parent Common Shares, (iv) in and of incorporation itself, a failure by Parent to meet the revenue or earnings predictions of equity analysts for any period ending (or for which earnings are released) on or after the date of this Agreement and the by-laws or comparable organizational documents, each as amended prior to the date hereofClosing Date, (v) the taking of any action expressly required by the terms of this Agreement or (vi) any adverse change, effect, event, occurrence, state of facts or development to the extent primarily attributable to the announcement or pendency of the Company and each Merger; provided, however, that Parent shall bear the burden of its Significant Subsidiaries and has made available showing that such change, effect, event, occurrence, state of fact or development which Parent claims does not constitute a complete and correct copy Parent Material Adverse Effect is primarily attributable to the announcement or pendency of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aMerger.

Organization and Qualification; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) subsidiaries is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, and is in good standing under the laws of the jurisdiction of its incorporationorganization, except where the failure to be so organized, existing or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company and each of its subsidiaries has the requisite corporate power and authority to own, operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified, licensed or in good standing, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect that is or would reasonably be expected to have a material adverse effect on the business, assets, liabilities, financial condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole, other than any change or effect to the extent attributable to (i) the economy or the securities markets in general, (ii) this Agreement or the transactions contemplated hereby or the announcement thereof or (iii) the Company's industry in general, and not specifically relating to the Company or its subsidiaries. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, of the Company and each of its Significant Subsidiaries subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as a.

Organization and Qualification; Subsidiaries. The (a) Except as set forth in Section 3.01(a) of the Disclosure Schedule attached hereto and forming a part of this Agreement (the "Disclosure Schedule"), the Company is a corporation and each subsidiary of the Company (the "Company Subsidiaries") has been duly organized, and is validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation or organization, as the case may be, and each of its subsidiaries has the requisite corporate power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, . Each of the Company and each of the Company Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standing, standing that would not, individually or in not materially delay consummation of the aggregate, reasonably be expected to Merger and would not have a Material Adverse Effect on the CompanyEffect. The term For purposes of this Agreement, "Material Adverse Effect on the Company,Effect" as used in this Agreement, means any event, circumstances, change in or effect on the business, assets, liabilities, condition (financial or otherwise), prospects or results of operations business of the Company and the Company Subsidiaries, taken as a whole, that, when taken together with all other events, circumstances, changes and effects occurring after the date hereof that do not individually have a Material Adverse Effect and all other circumstances that would, but for the fact that they do not individually have a Material Adverse Effect, constitute a breach of any representation or any of its subsidiaries that would warranty made by the Company in this Agreement, is, or is reasonably be expected likely to be be, materially adverse to the business, financial condition, results of operations or prospects of the Company and its subsidiaries the Company Subsidiaries taken as a whole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as a.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation, duly organized and validly existing under the Laws of Delaware and has requisite corporate power and authority to own, lease and operate its properties and assets, except for such failures to have such power that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is in good standing under the Laws of Delaware and has requisite corporate power and authority to carry on its business as it is now being conducted, except for such failures to be in good standing or to have such power that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries (each, a “Company Subsidiary”) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries jurisdictions that are incorporated or organized in a jurisdiction in the United States of America, in good standing recognize such concept) under the laws Laws of the jurisdiction of its incorporation. The Company incorporation or organization and each of its subsidiaries has the requisite corporate or organizational, as the case may be, power and authority to own, lease and operate or lease its properties and assets and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessarycase, except where the failure as would not reasonably be expected to have such power or authority, or the failure to be so qualified, licensed or in good standing, would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect on the business, assets, liabilities, condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, of the Company and each of its “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act) (each, a “Significant Subsidiaries Company Subsidiary”) is duly qualified to do business and has made available is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aMaterial Adverse Effect.

Organization and Qualification; Subsidiaries. The Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to jurisdictions that recognize the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, in good standing standing) under the laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the all requisite corporate or similar power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do businessexcept, and, with respect to in the Company and case of any subsidiary of the Company's Significant Subsidiaries that are incorporated , where any such failure to be so organized, existing or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business standing or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified, licensed or in good standing, authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on (as defined below). Each of the Company. The term "Company and its subsidiaries is duly qualified or licensed to do business in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for any such failure to be so qualified or licensed or in good standing which would not, individually or in the aggregate, have a Material Adverse Effect on the Company," as used in this Agreement, Effect. “Material Adverse Effect” means any change change, effect or circumstance that is, or would reasonably be expected to be, individually or in or effect on the aggregate, materially adverse to the business, assets, liabilities, condition (financial or otherwise), prospects ) or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole. The , other than any change, effect or circumstance resulting from (i) changes in general economic, financial market or geopolitical conditions, (ii) general changes or developments in any of the industries in which the Company has heretofore made available to Parent or its subsidiaries operate, (iii) the announcement of this Agreement and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws transactions contemplated hereby, including any termination of, reduction in or comparable organizational documentssimilar negative impact on relationships, each as amended to the date hereofcontractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Company and each its subsidiaries to the extent due to the announcement and performance of this Agreement or the identity of Parent, or the performance of this Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein, (iv) any actions required under this Agreement to obtain any approval or authorization under applicable antitrust or competition laws for the consummation of the Merger, (v) changes in any applicable laws or regulations or applicable accounting regulations or principles or interpretations thereof, (vi) any outbreak or escalation of hostilities or war or any act of terrorism, or (vii) any failure by the Company to meet any published analyst estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its Significant Subsidiaries revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Material Adverse Effect” may be taken into account in determining whether there has made available been a complete and correct copy Material Adverse Effect); provided that, in the case of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of immediately preceding clauses (i), (ii), (v) and (vi), such changes, effects or circumstances do not affect the Company Disclosure Schedule as aor its subsidiaries disproportionately relative to other similarly situated companies operating in the same industries.

Organization and Qualification; Subsidiaries. The Company At the Effective Time, each of StemGen and each subsidiary of StemGen (the “StemGen Subsidiaries”) is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation and each of its subsidiaries has the all corporate requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such corporate power, authority and governmental approvals have not had, and could not reasonably be expected to have, individually or in the aggregate, a StemGen Material Adverse Effect (as defined below). Each of StemGen and the StemGen Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standingstanding that have not had, would notand could not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a StemGen Material Adverse Effect on the CompanyEffect. The term "“StemGen Material Adverse Effect on the Company," as used in this Agreement, Effect” means any change in or effect on the business, assets, liabilities, business of StemGen and the StemGen Subsidiaries that is materially adverse to the financial condition (financial or otherwise), prospects or results of operations of StemGen and the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries StemGen Subsidiaries taken as a whole. The Company has heretofore made available , except for any such changes or effects resulting from or in connection with (i) this Agreement or the transactions contemplated by this Agreement or the announcement hereof, (ii) any changes in economic, regulatory or political conditions or (iii) any issue or condition otherwise known to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended StemGen prior to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as athis Agreement.

Organization and Qualification; Subsidiaries. The (a) Each of the Company and each subsidiary of the Company (collectively, the "Company Subsidiaries") is a corporation duly organizedincorporated, -------------------- validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation or organization, as the case may be, and each of its subsidiaries has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals, individually or in the aggregate, have not resulted and could not reasonably be expected to result in a Material Adverse Effect on the Company. Each of the Company and each Company Subsidiary is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standing, would notstanding that, individually or in the aggregate, have not resulted and could not reasonably be expected to have result in a Material Adverse Effect on the Company. The term For purposes of this Agreement, "Material Adverse Effect on the ------------------------------ Company," as used in this Agreement, means any change in or effect on the business, assets, liabilitiesproperties, ------- results of operations or condition (financial or otherwise), prospects or results of operations ) of the Company or any of its subsidiaries Company Subsidiary that would is or could reasonably be expected to be materially adverse to the Company and its subsidiaries the Company Subsidiaries, taken as a whole. The Company has heretofore made available , or that could reasonably be expected to Parent and materially impair the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, ability of the Company to perform its obligations under this Agreement or consummate the Merger and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aother transactions contemplated hereby.

Organization and Qualification; Subsidiaries. The (a) Each of the Company and each subsidiary of the Company (each, a "Subsidiary") is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, . Each of the Company and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standing, standing that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. The term "Company Material Adverse Effect on the Company,Effect" as used in this Agreement, means any event, circumstance, development, change in or effect on that, individually or in the aggregate with all other events, circumstances, developments, changes and effects, is materially adverse to the business, operations, assets, liabilities, condition (financial or otherwise), prospects ) or results of operations of the Company and the Subsidiaries taken as a whole or any of its subsidiaries that would reasonably be expected to be prevent or materially adverse to delay the consummation of any of the Transactions or prevent or materially impair or delay the ability of the Company and to perform its subsidiaries taken as a whole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy obligations hereunder; provided, however, that in no event shall any of the certificate following, alone or in combination, be deemed to constitute, nor shall any of incorporation and the by-laws following be taken into account in determining whether there has been, or comparable organizational documentswill be, each as amended a "Company Material Adverse Effect": any event, circumstance, change or effect resulting from or relating to (i) a change in general economic or financial market conditions, (ii) a change in industry conditions, (iii) seasonal fluctuations in the date hereof, business of the Company and each the Subsidiaries, (iv) any acts of its Significant terrorism or war (except to the extent such event, circumstance, change or effect has had a disproportionate effect on the Company and the Subsidiaries as compared to other persons in the industry in which the Company and has made available a complete and correct copy the Subsidiaries conducts their business), (v) the announcement of the Rights execution of this Agreement as amended or the pendency or consummation of the Transactions, or (vi) compliance with the terms of, or the taking of any action required by, this Agreement; and provided, further, that with respect to the date hereof. A "Significant Subsidiary" of any person means representations and warranties set forth in Section 3.05, the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aexceptions set forth in clauses (v) and (vi) will not apply.

Organization and Qualification; Subsidiaries. The Company is a corporation limited liability company duly organized, organized and validly existing and in good standing under the laws of the State state of Delaware. Each The Company has no subsidiaries other than those listed on Schedule 2.2 of the Company Disclosure Letter. DigitalOps, LLC, a wholly-owned subsidiary of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing anddoes not currently have, with respect nor has it ever had since its inception, any operations, revenues, assets or liabilities, and to the Company's Significant Subsidiaries that are incorporated Saratoga Sellers’ knowledge, DigitalOps, LLC will not commence operations or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporationacquire assets or incur any liabilities prior to Closing. The Company and each of its subsidiaries has the requisite corporate limited liability company power and authority to own, operate or lease its properties and to carry on its business as it is now being conducted, . The Company is qualified to do business and is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, existence in each jurisdiction in which where the nature character of its business or the properties owned, operated or leased by it or the nature of its activities makes such qualification, licensing or good standing qualification necessary, except where the failure to have for such power failures which would not result in any change, effect or authority, or the failure to be so qualified, licensed or in good standing, would notevent, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect on the business, assets, liabilities, condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be is materially adverse to the Company and its subsidiaries business, results of operations, assets, liabilities or financial condition of the Company, taken as a wholewhole (a “Company Material Adverse Effect”); provided, however, that in determining whether there has been a Company Material Adverse Effect, any adverse effect principally attributable to any of the following shall be disregarded: (a) general economic, business, industry or financial market conditions, except to the extent that such general economic, business, industry or financial market conditions are specific to the Company or its business or have a disproportionate effect upon the Company or its business; (b) the taking of any action required by this Agreement; (c) the announcement or pendency of the transactions contemplated by this Agreement, including any suit, action or proceeding arising in connection therewith; and (d) any breach of this Agreement by Purchaser. All the outstanding membership interests in the Company have been duly authorized, validly issued, fully paid and are non-assessable. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws does not directly or comparable organizational documentsindirectly own or control any interest in any other corporation, each as amended to the date hereofpartnership, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as ajoint venture or other business association or entity.

Organization and Qualification; Subsidiaries. The (a) Each of the Company and each subsidiary of the Company (collectively, the "Company Subsidiaries") is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation or organization, as the case may be, and each of its subsidiaries has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals, individually or in the aggregate, have not resulted, and could not reasonably be expected to result, in costs or liabilities to the Company and the Company Subsidiaries, taken as a whole, other than immaterial costs and liabilities. Each of the Company and each Company Subsidiary is duly qualified or licensed to do businessbusiness as a foreign corporation, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standing, would notstanding that, individually or in the aggregate, have not resulted, and could not reasonably be expected to have result, in costs or liabilities to the Company and the Company Subsidiaries, taken as a Material Adverse Effect on the Companywhole, other than immaterial costs and liabilities. The term For purposes of this Agreement, "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect on the business, assets, liabilities, properties, prospects, results of operations or condition (financial or otherwise), prospects or results of operations ) of the Company or any of its subsidiaries that would Company Subsidiary that, individually or in the aggregate, (x) is or could reasonably be expected to be materially adverse to the Company and its subsidiaries the Company Subsidiaries, taken as a whole. The Company ; provided, however, that no change, effect, event or occurrence to the extent arising or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has heretofore made available to Parent been or will be, a Material Adverse Effect on the Company: (i) general economic or market conditions or general changes or developments in the research and scientific instrument industry or affecting participants in the pharmaceutical industry, (ii) acts of war or terrorism or natural disasters, (iii) the announcement or performance of this Agreement and the Purchaser a complete and correct copy transactions contemplated hereby, (iv) changes in the price or trading volume of the certificate Company's Common Stock (provided that any change, effect, event or occurrence that may have caused or contributed to such change in market price or trading volume shall not be excluded), or (v) changes in United States generally accepted accounting principles ("GAAP"), unless, in the case of incorporation clause (i) or (ii), such change, effect, event or occurrence has a disproportionate effect on the Company and the by-laws Company Subsidiaries, taken as a whole, compared with other companies operating in the research and scientific instrument industry or comparable organizational documentsthe pharmaceutical industry or (y) could, each as amended to or could reasonably be expected to, prevent or materially delay or materially impair the date hereof, ability of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of or any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aSubsidiaries to perform their obligations under this Agreement or consummate the Merger and the other transactions contemplated by this Agreement.

Organization and Qualification; Subsidiaries. The Company (a) Each entity that would be a subsidiary of Newco after giving effect to the Restructuring but without giving effect to the Merger (a "FLO-SUN SUBSIDIARY") is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws Laws of the jurisdiction of its incorporation. The Company incorporation and each of its subsidiaries has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualifiedorganized, licensed existing or in good standingstanding or to have such power, authority and governmental approvals would not, individually or in the aggregate, reasonably be expected to have a Flo-Sun Material Adverse Effect on (as defined below). Each Flo-Sun Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the Companycharacter of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Flo-Sun Material Adverse Effect. The term "Material Adverse Effect on the Company,FLO-SUN MATERIAL ADVERSE EFFECT" as used in this Agreement, means any change in adverse change, circumstance or effect on that, individually or in the aggregate with all other adverse changes, circumstances and effects, is or is reasonably likely to be materially adverse to the business, operations, assets, liabilities (including, without limitation, contingent liabilities, condition (financial or otherwise), prospects financial condition or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries Flo-Sun Subsidiaries taken as a whole. The Company has heretofore made available to Parent Section 4.01 of the Flo- Sun Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of all of the Flo-Sun Subsidiaries, together with the jurisdiction of incorporation of each Flo-Sun Subsidiary, the percentage of each Flo-Sun Subsidiary's outstanding capital stock or other equity interests owned by FSI or other Flo-Sun Subsidiaries, as the case may be, and the Purchaser a complete name of each other holder of any such outstanding capital stock or other equity interests and correct copy the percentage so held with respect to each such Flo-Sun Subsidiary. There are no partnerships or joint venture arrangements or other business entities in which Newco or any Flo-Sun Subsidiary owns an equity interest that is material to the business of the certificate of incorporation and the byFlo-laws or comparable organizational documents, each Sun Subsidiaries taken as amended to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as awhole.

Organization and Qualification; Subsidiaries. The Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation and each of its subsidiaries has the all requisite corporate power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not in the aggregate have a Material Adverse Effect (as hereinafter defined). The Company and each of its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of its properties owned or leased or the nature of its business or the properties owned, operated or leased by it makes activities make such qualification, licensing or good standing qualification necessary, except where the failure to have such power or authority, or the failure for failures to be so qualified, licensed qualified or in good standing, standing which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on and would not impair the Companyability of the Company to perform its obligations hereunder in any material respect. The When used in connection with the Company or any of its subsidiaries, the term "Material Adverse Effect on the Company,Effect" as used in this Agreement, means any fact, event, change in or effect having, or which could reasonably be expected to have, a material adverse effect on the business, assetsproperties, liabilities, financial condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries subsidiaries, taken as a whole. The Company has heretofore made available ; PROVIDED, HOWEVER, that facts, events, changes or effects that are applicable to Parent and or arise on account of (i) any changes in economic, regulatory or political conditions generally, (ii) this Agreement or the Purchaser a complete and correct copy transactions contemplated hereby, (iii) the industry of the certificate Company generally or (iv) the effect of the public announcement of the transactions contemplated hereby, shall be excluded from the definition of "Material Adverse Effect" and from any determination as to whether a Material Adverse Effect has occurred or may occur. Section 4.01 of the Disclosure Schedule sets forth the name, jurisdiction of incorporation and percentages of outstanding capital stock owned, directly or indirectly, by the by-laws Company, with respect to each corporation of which the Company owns, directly or comparable organizational documentsindirectly, each as amended to the date hereof, a majority of the Company and outstanding capital stock. Except as disclosed in Section 4.01 of the Disclosure Schedule, all of the outstanding shares of capital stock of each of its Significant Subsidiaries the Company's subsidiaries have been validly issued and has made available a complete are fully paid and correct copy of nonassessable and are owned, directly or indirectly, by the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" Company, free and clear of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aliens, pledges, security interests, claims, preemptive rights or other encumbrances (collectively, "Liens").

Organization and Qualification; Subsidiaries. The Company (i) Each of STB and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation and each of its subsidiaries has the requisite corporate power and authority to own, lease and operate or lease its assets and properties and to carry on its business as it is now being conducted, . Each of STB and is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, its subsidiaries is in good standingpossession of all franchises, in each jurisdiction in which grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("APPROVALS") necessary to own, lease and operate the nature of properties it purports to own, operate or lease and to carry on its business or the properties owned, operated or leased by as it makes such qualification, licensing or good standing necessaryis now being conducted, except where the failure to have such power or authority, or the failure to be so qualified, licensed or in good standing, Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on (as defined below). Each of STB and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the Companycharacter of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have a Material Adverse Effect. The When used in connection with STB or any of its subsidiaries, the term "Material Adverse Effect on the Company,MATERIAL ADVERSE EFFECT" as used in this Agreement, means any change in change, event or effect on that is materially adverse to the business, assets (including intangible assets), liabilities, financial condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company STB and its subsidiaries taken as a whole. The Company has heretofore made available to Parent and ; provided, however, that a "Material Adverse Effect" shall not include any (i) adverse effect on the Purchaser a complete and correct copy results of the certificate operations or financial condition of incorporation and the by-laws or comparable organizational documents, each as amended STB that is attributable to the date hereoftransactions or resulting business enterprise contemplated by this Agreement, including, without limitation, delay of, reduction in, or cancellation or change in the terms of product orders by customers of STB or an increase in the Company price of, a delay of, reduction in or cancellation of or change in terms with respect to products or components supplied by, or any deterioration in or termination of a relationship by, vendors of STB, (ii) change arising out of conditions in or affecting the industries in which the parties to this Agreement compete or (iii) decline in STB's stock price. Other than wholly-owned subsidiaries and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement except as amended to permitted after the date hereof. A "Significant Subsidiary" of this Agreement under Section 5.2 of this Agreement and except with respect to investments of less than a twenty percent (20%) interest in any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as acorporation, partnership, joint venture or other business, association or entity, STB 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 corporation, partnership, joint venture or other business, association or entity.

Organization and Qualification; Subsidiaries. The Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to jurisdictions that recognize the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, in good standing standing) under the laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the all requisite corporate or similar power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do businessexcept, and, with respect to in the Company and case of any subsidiary of the Company's Significant Subsidiaries that are incorporated , where any such failure to be so organized, existing or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business standing or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified, licensed or in good standing, authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on (as defined below). Each of the Company. The term "Company and its subsidiaries is duly qualified or licensed to do business in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for any such failure to be so qualified or licensed which would not, individually or in the aggregate, have a Material Adverse Effect on the Company," as used in this Agreement, Effect. “Material Adverse Effect” means any change change, effect, event or circumstance that is, or would reasonably be expected to be, individually or in or effect on the aggregate, materially adverse to the business, assets, liabilities, condition (financial or otherwise), prospects ) or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole. The , other than any change, effect or circumstance to the extent resulting from (i) changes in general economic, financial market or geopolitical conditions, (ii) general changes or developments in the industry in which the Company has heretofore made available to Parent and its subsidiaries operate, (iii) the announcement of this Agreement and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws transactions contemplated hereby, including any termination of, reduction in or comparable organizational documentssimilar negative impact on relationships, each as amended to the date hereofcontractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Company and its subsidiaries to the extent due to the announcement and performance of this Agreement or the identity of Parent or Holdings, or the performance of this Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein (in each case, other than in respect of Section 3.5), (iv) any actions required under this Agreement to obtain any approval or authorization required under applicable antitrust or competition laws for the consummation of the Merger, (v) changes in any applicable laws or regulations or applicable accounting regulations or principles or interpretations thereof, (vi) any outbreak or escalation of hostilities or war or any act of terrorism or (vii) any failure by the Company to meet any published analyst estimates or expectations of the Company's revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its Significant Subsidiaries revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Material Adverse Effect” may be taken into account in determining whether there has made available been a complete and correct copy Material Adverse Effect); provided that, in the case of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of immediately preceding clauses (i), (ii), (v) and (vi), such changes, effects or circumstances do not affect the Company Disclosure Schedule as aor its subsidiaries disproportionately relative to other companies operating in the same industry.

Organization and Qualification; Subsidiaries. The Company IMSI and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation and each of its subsidiaries has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or Approvals does not have a Material Adverse Effect (as defined below). Each of IMSI and each of its subsidiaries is duly qualified or licensed as a foreign corporation, to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of its properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified, duly qualified or licensed or and in good standing, would not, individually or in the aggregate, reasonably be expected to standing does not have a Material Adverse Effect on Effect. Except as set forth in Schedule 3.1, substantially all of the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect on the business, assets, liabilities, condition (financial or otherwise), prospects or results of business and operations of IMSI and its subsidiaries are conducted through, and substantially all of the Company properties and assets of IMSI or any of its subsidiaries are owned by, IMSI and its subsidiaries. When used in connection with IMSI or any of its subsidiaries, or DCDC or any of its subsidiaries, as the case may be, the term "Material Adverse Effect" means any change, effect or circumstance that, individually or when taken together with all other such changes, effect or circumstance, that would reasonably be expected have occurred prior to be the date of termination of the occurrence of such change, effect or circumstance, (i) is materially adverse to the Company business, assets (including intangible assets), financial condition, results of operations or prospects of IMSI and its subsidiaries or DCDC and its subsidiaries, as the case may be, in each case taken as a whole, or (ii) delays or prevents the consummation of the transactions contemplated hereby. The Company Section 3.2 Certificate of Incorporation and By-Laws. IMSI has heretofore made available furnished to Parent and the Purchaser a DCDC complete and correct copy copies of the certificate IMSI's Certificate of incorporation Incorporation and the byBy-laws or comparable organizational documents, each as amended to the date hereof, Laws and those of the Company and each of its Significant Subsidiaries subsidiaries, as most recently restated and has made available a complete and correct copy of the Rights Agreement as subsequently amended to the date hereofdate. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as a3.3

Organization and Qualification; Subsidiaries. The Company Parent and each of its subsidiaries, including Merger Sub, is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to jurisdictions that recognize the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, in good standing standing) under the laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the all requisite corporate or similar power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where any such failure to be so organized, existing or in good standing or to have such power or authority, individually or in the aggregate, (x) has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect (as defined below) and (y) would not be reasonably be expected to prevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement. Parent and each of its subsidiaries is duly qualified or licensed to do business, and, and is in good standing (with respect to jurisdictions that recognize the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, is in good standing, ) in each jurisdiction in which where the nature character of its properties owned, leased or operated by it or the conduct of its business or the properties owned, operated nature or leased by it its activities makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for any such power or authority, or the failure to be so qualified, qualified or licensed or in good standing, would notstanding which, individually or in the aggregate, (x) has not had, and would not reasonably be expected to have have, a Parent Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect on the business, assets, liabilities, condition and (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that y) would not be reasonably be expected to be prevent, materially adverse delay or materially impede the ability of Parent or Merger Sub to consummate the Company Merger or the other transactions contemplated by this Agreement. Parent owns beneficially and its subsidiaries taken as a whole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy of record all of the certificate outstanding capital stock of incorporation Merger Sub free and the by-laws clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or comparable organizational documents, each as amended to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aother encumbrances of

Organization and Qualification; Subsidiaries. The Company is -------------------------------------------- a corporation duly organized, organized and validly existing and in good standing under the laws Laws of the State of DelawareWashington and has paid all excise taxes required by the Washington Department of Revenue. Each Subsidiary of the Company (collectively, the "Company ------- Subsidiaries") has been duly organized and is validly existing under the Laws of ------------ the State of Washington and has paid all excise taxes required by the Washington Department of Revenue, except where the failure to be so organized, existing or to have paid taxes would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its subsidiaries the Company Subsidiaries has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authoritypower, or the failure to be so qualified, licensed or in good standing, authority and governmental approvals would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect on the business, assets, liabilities, condition (financial or otherwise), prospects or results of operations Each of the Company and the Company Subsidiaries is duly qualified or any licensed to do business, and is in good standing (but only with respect to jurisdictions which recognize such concepts) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its subsidiaries business makes such qualification or licensing or good standing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to be materially adverse to the have a Company and its subsidiaries taken as a wholeMaterial Adverse Effect. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 3.1 of the Company Disclosure Schedule as aLetter sets forth a true and complete list of all of the Company Subsidiaries. Except with respect to securities of non-affiliates held for investment purposes which do not constitute more than a 5% percent interest in any such non-affiliate, neither the Company nor any Company Subsidiary holds an Equity Interest in any other person.

Organization and Qualification; Subsidiaries. The Company Each of the Sellers is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company which it is organized and each of its subsidiaries has the requisite corporate power and authority to own, operate or lease its properties and to carry on its business as it is now being conducted, and . Each of the Sellers is duly qualified or licensed to do business, and, with respect to the Company business and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except other than in such jurisdictions where the failure to have such power or authority, or the failure to be so qualified, qualified or licensed or in good standing, would not, (individually or in the aggregate, ) would not reasonably be expected to have a Material Adverse Effect on the CompanyAssets or the Business. The term "Material Adverse Effect on the Company," as As used in this Agreement, means “Material Adverse Effect” means, with respect to the Assets, the Business or Buyer, as applicable (the Assets, the Business or Buyer, as applicable, being referred to in this sentence as “such Person”), any change, effect, event, occurrence or state of facts (or any development that has had or is reasonably likely to have any change in or effect on effect) that is materially adverse to the business, assets, liabilities, financial condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company such Person and its subsidiaries Subsidiaries, taken as a whole, or which would prevent or materially delay the consummation of the transactions contemplated hereby; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been a Material Adverse Effect: (i) changes, events or occurrences in financial, credit, banking or securities markets (including any disruption thereof and any decline in the price of any security or market index); (ii) any adverse change, event, development or effect arising from or relating to general business or economic conditions (including the business of such Person and its Subsidiaries) which does not relate only to such Person and its Subsidiaries; (iii) any failure by such Person to meet internal forecasts or projections or published revenue or earnings predictions for any period ending (or for which revenues or earnings are released) on or before the Closing Date; (iv) any adverse change, event, development or effect attributable to the announcement or pendency of the transactions contemplated hereby (including any cancellations of or delays in customer agreements, any reduction in sales, any disruption in supplier, partner or similar relationships or any loss of employees), or resulting from or relating to compliance with the terms of, or the taking of any action required by, this Agreement; (v) any adverse change, event, development or effect arising from or relating to any change in GAAP; (vi) any adverse change, event, development or effect arising from or relating to national or international political or social conditions, including the engagement by the United States in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack anywhere in the world; and (vii) any adverse change, event, development or effect arising from or relating to laws, rules, regulations, orders or other binding directives issued by any Governmental Entity that do not relate only to such Person and its Subsidiaries. The Company has heretofore made available term “Subsidiary,” with respect to Parent and the Purchaser a complete and correct copy any Person, means any corporation or other legal entity of which such Person controls (either alone or through or together with any other Subsidiary), directly or indirectly, more than 50% of the certificate capital stock or other ownership interests the holders of incorporation and which are generally entitled to vote for the by-laws or comparable organizational documents, each as amended to the date hereof, election of the Company and each board of its Significant Subsidiaries and has made available a complete and correct copy directors or other governing body of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as asuch corporation or other legal entity.

Organization and Qualification; Subsidiaries. The Company Each of IWO and its subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws Laws of the jurisdiction of its incorporation. The Company and each of its subsidiaries incorporation or organization, has the all requisite corporate power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, conducted and is duly qualified or licensed and in good standing to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, business in each jurisdiction in which the nature of its the business conducted by it or the ownership or leasing of its properties owned, operated or leased by it makes such qualification, licensing or good standing qualification necessary, except other than where the failure to have such power or authority, or the failure to be so qualified, licensed or duly qualified and in good standing, standing would not, individually or in the aggregate, not reasonably be expected to have a IWO Material Adverse Effect on the CompanyEffect. The term "IWO Material Adverse Effect on the Company,Effect" as used in this AgreementAgreement shall mean any change, means any change in effect, event or effect on the business, assets, liabilities, condition (financial occurrence that is or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company financial condition, results of operations, business, properties or operations of IWO and its subsidiaries subsidiaries, taken as a whole; provided, however, that any such change, effect, event or occurrence arising out of or attributable to (A) changes or developments in the industries in which IWO and its subsidiaries operate to the extent generally affecting all other persons operating in such industries, (B) general economic, political or financial market conditions, (C) action taken by IWO with the prior written consent of USU, (D) IWO's compliance with its covenants under, or the terms and conditions of, this Agreement, or (E) the execution or announcement of this Agreement, shall be excluded from the determination of a IWO Material Adverse Effect. The Company has heretofore made available Schedule 3.01 of the disclosure schedule delivered to Parent USU by IWO on the date hereof (the "IWO Disclosure Schedule") sets forth, as of the date of this Agreement, a true and complete list of all of IWO's directly or indirectly owned subsidiaries, together with (A) the jurisdiction of incorporation or organization of each such subsidiary and the Purchaser percentage of each such subsidiary's outstanding capital stock or other equity interests owned by IWO or another subsidiary of IWO, and (B) an indication of whether each such subsidiary is a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as a.

Organization and Qualification; Subsidiaries. The -------------------------------------------- Company is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNew York. Each of the Company's Significant Subsidiaries (as defined herein) subsidiaries is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, and in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its subsidiaries has the requisite corporate power and authority to own, operate or lease its properties and to carry on its business as it is now being conducted, and and, except as set forth on Section 4.1 of the Company Disclosure Schedule, is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified, licensed or in good standing, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect on the business, assets, liabilities, financial condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole; provided, however, that -------- ------- "Material Adverse Effect on the Company" shall not include any change, effect, condition, event or circumstance to the extent attributable to (i) changes, effects, conditions, events or circumstances that generally affect the industries in which the Company operates, (ii) general economic conditions or change, effects, conditions or circumstances affecting the U.S. securities markets generally or (iii) changes, effects, conditions, events or circumstances arising from the announcement of the execution of this Agreement. The Company has heretofore provided or made available to Parent and the Purchaser a complete and correct copy of the certificate Restated Certificate of incorporation Incorporation and the byBy-laws Laws or comparable organizational documents, each as amended to the date hereof, of the Company and each of its Significant Subsidiaries United States subsidiaries and has made available provided a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as a.

Organization and Qualification; Subsidiaries. The Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to jurisdictions that recognize the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, in good standing standing) under the laws Laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the all requisite corporate or similar power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where any such failure to be in good standing or to have such power or authority, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect (as defined below). Each of the Company and its subsidiaries is duly qualified or licensed to do business, and, and is in good standing (with respect to jurisdictions that recognize the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, is in good standing, ) in each jurisdiction in which where the nature character of its properties owned, leased or operated by it or the conduct of its business or the properties owned, operated or leased by it nature of its activities makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for any such power or authority, or the failure to be so qualified, qualified or licensed or in good standing, would notstanding which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. The term "“Company Material Adverse Effect on the Company," as used in this Agreement, Effect” means any change in change, event, circumstance or effect on that, taken as a whole, is or would be materially adverse to the business, assets, properties, liabilities, financial condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole. The , other than any change, event, circumstance or effect resulting from (i) changes after the date of this Agreement in general U.S. or global economic conditions (except to the extent that those changes have a disproportionate effect on the Company has heretofore made available or its subsidiaries relative to Parent other participants in the industry in which the Company and its subsidiaries operate), (ii) general changes after the Purchaser date of this Agreement in the industry in which the Company and its subsidiaries operate (except to the extent that those changes have a complete and correct copy disproportionate effect on the Company or its subsidiaries relative to other participants in such industry), or (iii) the announcement of this Agreement or of the certificate of incorporation transactions contemplated hereby, including without limitation terminations or other negative impacts on relationships with customers, suppliers or other persons who have business relations with the Company and the by-laws or comparable organizational documents, each as amended its subsidiaries that result from such announcement. Exhibit 21 to the date hereofCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 includes all of the significant subsidiaries (as defined in Rule 1-02 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the “SEC”)) of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy as of the Rights Agreement as amended to the date hereof. A "end of such fiscal year (each such significant subsidiary, a “Significant Subsidiary" of any person means ”). Other than subsidiaries that are wholly-owned by the subsidiaries identified on Company or by another Company subsidiary, and other than as set forth in Section 4.02 3.1 of the Company Disclosure Schedule as aSchedule, the Company does not own, directly or indirectly, any capital stock or other equity interests in any other person, except for passive investments in any other person which do not exceed 1% of such other person’s outstanding equity interests.

Organization and Qualification; Subsidiaries. The Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company which it is organized and each of its subsidiaries has the requisite corporate power and authority to own, operate or lease its properties and to carry on its business as it is now being conducted, . Each of the Company and its Subsidiaries is duly qualified or licensed to do business, and, with respect to the Company business and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except other than in such jurisdictions where the failure to have such power or authority, or the failure to be so qualified, licensed qualified or in good standing, would notlicensed, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as As used in this Agreement, means "Material Adverse Effect" means, except as otherwise provided in Sections 7.02, 7.03 and 8.01(d)(i), any change, effect, event, occurrence or state of facts (or any development that has had or is reasonably likely to have any change or effect) that is, individually or in or effect on the aggregate, materially adverse to the business, property, assets, liabilities, financial condition (financial or otherwise), prospects or results of operations of Parent or any of its Subsidiaries, in the case of Parent, or the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to Significant Subsidiaries, in the Company and its subsidiaries taken as a whole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy case of the certificate Company, or which would prevent or materially delay the consummation of incorporation the Transactions; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the by-laws following shall be taken into account in determining whether there has been, a Material Adverse Effect: (i) any adverse change in the market price or comparable organizational documents, each as amended to trading volume of the capital stock of such Person after the date hereof; provided, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of however, that this clause (i) shall not exclude any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aunderlying event, occurrence, development or circumstance which may have caused such change in stock price or

Organization and Qualification; Subsidiaries. The Company Each of Parent and each subsidiary of Parent (the "PARENT SUBSIDIARIES") is a SOCIETE ANONYME, corporation or other entity duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation or organization and each of its subsidiaries has the all requisite corporate or other power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failures to be so organized, existing or in good standing or to have such corporate or other power and authority have not had, and could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect (as defined below). Each of Parent and the Parent Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business makes qualification or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standingstanding that have not had, would notand could not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on the CompanyEffect. The term "Material Adverse Effect on the Company,PARENT MATERIAL ADVERSE EFFECT" as used in this Agreement, means any change in or effect on the business of Parent and the Parent Subsidiaries that is materially adverse to the business, assets, liabilities, financial condition (financial or otherwise), prospects or results of operations of Parent and the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries Parent Subsidiaries taken as a whole, except for any such change or effect resulting from or arising out of (i) changes in circumstances or conditions affecting the advertising industry in general, (ii) changes in general United States or global economic or business conditions or financial markets or (iii) the announcement of this Agreement or the transactions contemplated hereby. The Company Parent has heretofore made available to Parent and the Purchaser Company a complete and correct copy of the certificate Parent's STATUTS and Certificate of incorporation Incorporation (KBIS) and the byCertificate of Incorporation and By-laws or comparable organizational documentsLaws of Merger Sub. Such STATUTS, each as amended to the date hereofCertificate of Incorporation (KBIS), Certificate of the Company Incorporation and each of its Significant Subsidiaries By-Laws are in full force and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aeffect.

Organization and Qualification; Subsidiaries. The Company Parent and each of its subsidiaries, including Merger Sub, is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to jurisdictions that recognize the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, in good standing standing) under the laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the all requisite corporate or similar power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where any such failure to be so organized, existing or in good standing or to have such power or authority, individually or in the aggregate, (x) has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect (as defined below) and (y) would not be reasonably be expected to prevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement. Parent and each of its subsidiaries is duly qualified or licensed to do business, and, and is in good standing (with respect to jurisdictions that recognize the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, is in good standing, ) in each jurisdiction in which where the nature character of its properties owned, leased or operated by it or the conduct of its business or the properties owned, operated nature or leased by it its activities makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for any such power or authority, or the failure to be so qualified, qualified or licensed or in good standing, would notstanding which, individually or in the aggregate, (x) has not had, and would not reasonably be expected to have have, a Parent Material Adverse Effect on and (y) would not be reasonably be expected to prevent, materially delay or materially impede the Companyability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement. The term Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever except as would not reasonably be expected to prevent, materially delay or materially impede the ability of Parent and Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement. "Parent Material Adverse Effect on the Company,Effect" as used in this Agreement, means any change in change, event or effect on that has been or would be materially adverse to the business, assets, liabilities, financial condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company Parent and its subsidiaries taken as a whole. The Company has heretofore made available , other than any change, event or effect resulting from (i) changes in general economic conditions (except to the extent that those changes, events or effects have a materially disproportionate effect on Parent and its subsidiaries relative to other participants in the Purchaser a complete advertising industry), (ii) the announcement of this Agreement and correct copy the transactions contemplated hereby, including any termination of, or reduction in, client business due to the announcement and performance of this Agreement or the identity of the certificate parties to this Agreement, or the performance of incorporation this Agreement and the by-transactions contemplated hereby, including compliance with the covenants contained herein (iii) changes in general conditions in the advertising industry (except to the extent that those changes, events or effects have a materially disproportionate effect on Parent and its subsidiaries relative to other participants in the advertising industry), (iv) changes in any tax laws or comparable organizational documentsregulations or applicable accounting regulations or principles (except to the extent that those changes, each as amended events or effects have a materially disproportionate effect on Parent and its subsidiaries relative to other participants in the advertising industry) or (v) only with respect to the clients listed on Section 4.1 of the Parent Disclosure Schedule, the impact of any change in client business publicly announced by Parent or such client prior to the date hereof, of this Agreement; provided that the exception set forth in clause (ii) shall not apply with respect to the representations and warranties set froth in Section 4.5 or 4.14 or with respect to any failure by Parent or any of its subsidiaries to take any action prohibited by Section 5.2 for which the consent of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as ais properly withheld).

Organization and Qualification; Subsidiaries. The Company Parent and each of its subsidiaries, including Merger Sub, is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to jurisdictions that recognize the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, in good standing standing) under the laws Laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the all requisite corporate or similar power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where any such failure to be in good standing or to have such power or authority, individually or in the aggregate, (x) has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect and (y) would not reasonably be expected to prevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement. Parent and each of its subsidiaries is duly qualified or licensed to do business, and, and is in good standing (with respect to jurisdictions that recognize the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, is in good standing, ) in each jurisdiction in which where the nature character of its properties owned, leased or operated by it or the conduct of its business or the properties owned, operated nature or leased by it its activities makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for any such power or authority, or the failure to be so qualified, qualified or licensed or in good standing, would notstanding which, individually or in the aggregate, (x) has not had, and would not reasonably be expected to have have, a Parent Material Adverse Effect on and (y) would not reasonably be expected to prevent, materially delay or materially impede the Companyability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement. The term "Parent Material Adverse Effect on the Company,Effect" as used in this Agreement, means any change in change, event, circumstance or effect on effect, taken as a whole, that has been or would be materially adverse to the business, assets, properties, liabilities, financial condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company Parent and its subsidiaries taken as a whole, other than any change, event, circumstance or effect resulting from (i) changes after the date hereof in general economic conditions, (ii) changes after the date hereof in any Laws or applicable accounting regulations or principles, (iii) actions taken by Parent or its subsidiaries as required by the provisions of this Agreement or (iv) the announcement or pendency of this Agreement or any of the transactions contemplated hereby; provided that the exceptions set forth in clauses (iii) and (iv) shall not apply with respect to (x) the representations and warranties set forth in Sections 4.4, 4.5 and 4.17, the absence of conflict or similar representations set forth in Sections 4.10(f) or with respect to the effects of any breach of such representations and warranties or (y) Sections 6.8 or 7.1. The Company has heretofore made available to Section 4.1 of the Parent and the Purchaser Disclosure Schedule sets forth a complete and correct copy list of the certificate of incorporation and the by-laws material subsidiaries that are owned directly or comparable organizational documents, each indirectly by Parent. Other than as amended to the date hereof, set forth in Section 4.1 of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Parent Disclosure Schedule as aand other than subsidiaries of Parent, Parent does not own, directly or indirectly, any capital stock or other equity interests in any other person having a fair market value in excess of $10,000,000.

Organization and Qualification; Subsidiaries. The (a) Each of the Company and each subsidiary of the Company (collectively, the “Company Subsidiaries“) has been duly organized and is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation or organization, as the case may be, and each of its subsidiaries has the all requisite corporate power and authority and all necessary governmental approvals to own, lease and otherwise hold and operate or lease its properties and to carry on its business as it is now being conducted, . Each of the Company and each Company Subsidiary is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standing, would notstanding that, individually or in the aggregate, reasonably be expected to would have a no Material Adverse Effect on the Company. The term "For purposes of this Agreement, “Material Adverse Effect“ or “Material Adverse Effect on the Company," as used in this Agreement, “ means any state of affairs or change in that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, liabilities, properties, employee base, results of operations, condition (financial or otherwise), ) or prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to and the Company and its subsidiaries Subsidiaries, taken as a whole. The Company , or that has heretofore made available to Parent and materially impaired or will materially impair the Purchaser a complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, ability of the Company to perform its obligations under this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement. Section 3.1(a) of the Schedule of Exceptions sets forth each jurisdiction where the Company and the Company Subsidiaries are qualified or licensed to do business and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of jurisdiction in which either the Company Disclosure Schedule as aor a Company Subsidiary owns, uses, licenses or leases real property or currently has employees.

Organization and Qualification; Subsidiaries. The Company Each of xXXxX*s and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation and each of its subsidiaries has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, lease or lease its properties operate and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not have a Material Adverse Effect (as defined below). Each of xXXxX*s and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of its properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it activities makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, duly qualified or licensed or and in good standing, standing that would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect on the CompanyEffect. The term xXXxX*s does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. "Material Adverse Effect on the Company,Effect" as used in this Agreementshall mean, means with respect to any change in party hereto, any change, event or effect on the businessthat, assetswhen taken together with all other adverse changes, liabilitiesevents or effects, condition (financial is or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would is reasonably be expected likely to be materially adverse to the Company business, properties, financial condition, assets or liabilities of such party and its subsidiaries (if applicable), taken as a whole. The Company has heretofore made available , or to Parent and the Purchaser a complete and correct copy ability of such party to perform its obligations under this Agreement; PROVIDED, HOWEVER, that changes, events or effects that are applicable to or arise out of (i) any changes in economic, regulatory or political conditions generally, (ii) this Agreement or the transactions contemplated hereby, (iii) the industry of such party generally or (iv) the effect of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, public announcement of the Company transactions contemplated hereby, shall be excluded from the definition of Material Adverse Effect and each of its Significant Subsidiaries and from any determination as to whether a Material Adverse Effect has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aoccurred or may occur.

Organization and Qualification; Subsidiaries. The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to jurisdictions that recognize the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, in good standing standing) under the laws Laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the all requisite corporate or similar power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where any such failure to be in good standing or to have such power or authority, individually or in the aggregate, (x) has not had, and would not reasonably be expected to have, a Company Material Adverse Effect and (y) would not reasonably be expected to prevent, materially delay or materially impede the ability of the Company to consummate the Merger or the other transactions contemplated by this Agreement. The Company and each of its subsidiaries is duly qualified or licensed to do business, and, and is in good standing (with respect to jurisdictions that recognize the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States concept of America, is in good standing, ) in each jurisdiction in which where the nature character of its properties owned, leased or operated by it or the conduct of its business or the properties owned, operated or leased by it nature of its activities makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for any such power or authority, or the failure to be so qualified, qualified or licensed or in good standing, would notstanding which, individually or in the aggregate, (x) has not had, and would not reasonably be expected to have have, a Company Material Adverse Effect on and (y) would not reasonably be expected to prevent, materially delay or materially impede the Companyability of the Company to consummate the Merger or the other transactions contemplated by this Agreement. The term "Company Material Adverse Effect on the Company,Effect" as used in this Agreement, means any change in change, event, circumstance or effect on effect, taken as a whole, that has been or would be materially adverse to the business, assets, properties, liabilities, financial condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole. The , other than any change, event, circumstance or effect resulting from (i) changes after the date hereof in general economic conditions, (ii) changes after the date hereof in any Laws or applicable accounting regulations or principles, (iii) actions taken by the Company has heretofore made available to Parent and or its subsidiaries as required by the Purchaser a complete and correct copy provisions of this Agreement or (iv) the announcement or pendency of this Agreement or any of the certificate transactions contemplated hereby; provided that the exceptions set forth in clauses (iii) and (iv) shall not apply with respect to (x) the representations and warranties set forth in Sections 3.4, 3.5 and 3.17, the absence of incorporation and the by-laws conflict or comparable organizational documents, each as amended similar representations set forth in Sections 3.10(f) or with respect to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" effects of any person means the subsidiaries identified on breach of such representations and warranties or (y) Sections 6.8 or 7.1. Section 4.02 3.1 of the Company Disclosure Schedule sets forth a complete list of the material subsidiaries that are owned directly or indirectly by the Company. Other than as aset forth in Section 3.1 of the Company Disclosure Schedule and other than subsidiaries of the Company, the Company does not own, directly or indirectly, any capital stock or other equity interests in any other person having a fair market value in excess of $10,000,000.

Organization and Qualification; Subsidiaries. The Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its subsidiaries incorporation or organization, has the all requisite corporate power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, conducted and is duly qualified or licensed and in good standing to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, business in each jurisdiction in which the nature of its the business conducted by it or the ownership or leasing of its properties owned, operated or leased by it makes such qualification, licensing or good standing qualification necessary, except other than where the failure to have such power or authority, or the failure to be so qualified, licensed or duly qualified and in good standing, would not, individually or in the aggregate, standing could not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. The term "Company Material Adverse Effect on the Company,Effect" as used in this Agreement, means Agreement shall mean any change in or effect on the businessthat, assets, liabilities, condition individually or when taken together with all other such changes or effects (financial but after giving effect to application of insurance proceeds or otherwiseother rights of indemnification in respect of such change or effect), prospects or results of operations of the Company or any of its subsidiaries that would could reasonably be expected to be materially adverse to the business, operations, assets, financial condition results of operations or prospects of the Company and its subsidiaries subsidiaries, taken as a whole. The Company has heretofore made available Schedule 3.01 of the disclosure schedule delivered to Parent by the Company on the date hereof (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 or organization of each subsidiary and the Purchaser a complete and correct copy percentage of each subsidiary's outstanding capital stock or other equity interests owned by the Company or another subsidiary of the certificate of incorporation and the by-laws or comparable organizational documents, each Company. Except as amended to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 set forth in Schedule 3.01 of the Company Disclosure Schedule as aSchedule, neither the Company nor any of its subsidiaries owns an equity interest in any other partnership or joint venture arrangement or other business entity.

Organization and Qualification; Subsidiaries. The (a) Except as set forth in Section 3.01(a) of the Disclosure Schedule attached hereto, dated as of the date hereof and forming a part of this Agreement (the "Disclosure Schedule"), the Company is a corporation and each subsidiary of the Company (the "Company Subsidiaries") has been duly organized, and is validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation or organization, as the case may be, and each of its subsidiaries has the requisite corporate power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, . Each of the Company and each of the Company Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have for such power or authority, or the failure failures to be so qualified, qualified or licensed or and in good standing, standing that would not, individually or in not materially delay consummation of the aggregate, reasonably be expected to Merger and would not have a Material Adverse Effect on the CompanyEffect. The term For purposes of this Agreement, "Material Adverse Effect on the Company,Effect" as used in this Agreement, means any event, circumstances, change in or effect on the business, assets, liabilities, condition (financial or otherwise), prospects or results of operations business of the Company and the Company Subsidiaries, taken as a whole, that, when taken together with all other events, circumstances, changes and effects occurring after the date hereof that do not individually have a Material Adverse Effect and all other circumstances that would, but for the fact that they do not individually have a Material Adverse Effect, constitute a breach of any representation or any of its subsidiaries that would warranty made by the Company in this Agreement, is, or is reasonably be expected likely to be be, materially adverse to the business, financial condition, results of operations or prospects of the Company and its subsidiaries the Company Subsidiaries taken as a whole. The Company has heretofore made available , and that, taken as a whole, is, or is reasonably likely to Parent and the Purchaser result in a complete and correct copy loss of the certificate of incorporation and the by-laws or comparable organizational documents, each as amended not less than $50,000 to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aSubsidiaries.

Organization and Qualification; Subsidiaries. The Company Each of -------------------------------------------- Buyer and Merger Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation or organization and each of its subsidiaries has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualifiedorganized, licensed existing or in good standingstanding or to have such power, authority and governmental approvals would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect on (as defined below). Each of Buyer and Merger Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the Companycharacter of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Buyer Material Adverse Effect. The term "Buyer Material Adverse Effect on the Company,Effect" as used in this Agreementmeans ----------------------------- any effect, means any circumstance, event, fact or change in the business of Buyer that (i) is or effect on the business, assets, liabilities, condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would is reasonably be expected likely to be materially adverse to the Company and business, operations, assets, liabilities (actual or contingent), properties, financial or other condition, results of operations or prospects of Buyer or (ii) prevents or materially delays, or is reasonably likely to prevent or materially delay, the ability of Buyer or Merger Subsidiary to perform in all material respects its subsidiaries taken as a whole. The Company has heretofore made available obligations under this Agreement or to Parent and consummate the Purchaser a complete and correct copy of Transactions in accordance with the certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, of the Company and each of its Significant Subsidiaries and has made available a complete and correct copy of the Rights Agreement as amended to the date terms hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aMerger Subsidiary has no subsidiaries.

Organization and Qualification; Subsidiaries. The (a) Each of the Company and each subsidiary of the Company (each, a “Subsidiary”) is a corporation corporation. limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its incorporation. The Company organization and each of its subsidiaries has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except, in the case of the Subsidiaries, where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not have a Company Material Adverse Effect. Each of the Company and each Subsidiary set forth on Section 3.01(a) of the Company Disclosure Schedule (each a “Material Subsidiary”) is duly qualified or licensed as a foreign corporation to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified, qualified or licensed or and in good standingstanding would not have a Company Material Adverse Effect. The term “Company Material Adverse Effect” means any event, would notcircumstance, development, change or effect that, individually or in the aggregateaggregate with all other events, reasonably be expected circumstances, developments, changes and effects, (i) is materially adverse to have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect on the business, operations, assets, liabilities, condition (financial or otherwise), prospects ) or results of operations of the Company and the Subsidiaries taken as a whole, (ii) has arisen out of the operations or any relates directly to the assets of the Company or its subsidiaries that Subsidiaries (and not the industry generally) and would reasonably be expected likely to be materially adverse to the business, operations, assets, condition (financial or otherwise) or results of operations of the Company and its subsidiaries the Subsidiaries, taken as a whole. The Company has heretofore made available , or (iii) would reasonably be expected to Parent and prevent the Purchaser a complete and correct copy consummation of the certificate Merger or prevent the Company from performing its obligations under this Agreement; provided, that in no event would any of incorporation the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, or will be, a “Company Material Adverse Effect”: any event, circumstance, change or effect resulting from or relating to (A) a change in general economic or financial market conditions, (B) any acts of terrorism or war (except, in the case of (A) and the by-laws or comparable organizational documents(B), each as amended to the date hereofextent such event, of circumstance, change or effect has had a disproportionate effect on the Company and each of its Significant the Subsidiaries taken as a whole as compared to other persons in the industry in which the Company and has made available a complete and correct copy the Subsidiaries conduct their business), (C) the announcement of the Rights execution of this Agreement as amended or the pendency or consummation of the Merger, or (D) compliance with the terms of, or the taking of any action required by, this Agreement; provided, further, that solely with respect to the date hereof. A "Significant Subsidiary" of any person means representations and warranties set forth in Section 3.05, the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as aexceptions set forth in clauses (C) and (D) shall not apply.