Common use of Organization and Qualification; Subsidiaries Clause in Contracts

Organization and Qualification; Subsidiaries. Each of 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 jurisdiction of its incorporation and has the requisite power and authority and all necessary governmental approvals to own, lease and operate 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 Material Adverse Effect (as defined below). The Company 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 Material Adverse Effect. When used in connection with the Company or any Subsidiary, the term "Material Adverse Effect" means any change or changes, event(s), condition(s), development(s) or effect(s) that adversely affects, or may be reasonably likely to adversely affect, individually or in the aggregate, the business, operations, results of operations, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) of the Company and the Subsidiaries taken as a whole and the value of the Shares, in any case, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting the contract manufacturing market. 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 (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, 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.

Organization and Qualification; Subsidiaries. Each The Company Disclosure Schedule sets forth the jurisdiction of the incorporation of Company and each subsidiary of Company (the "Company Subsidiaries"). Each of Company and the Company (a "Subsidiary"), Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the such jurisdiction of its incorporation and has the all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate 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 obtain such power, authority and governmental approvals would nothas not had, and could not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect (as defined below). The Each of Company and each Subsidiary the Company Subsidiaries is duly qualified or licensed as a foreign corporation or organization 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 nothave not had, and could not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. When used in connection with Other than the Company 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 Subsidiary, right (contingent or otherwise) to acquire the same. The term "Company Material Adverse Effect" means any change changes in or changes, event(s), condition(s), development(s) or effect(s) effects on the business of Company that adversely affects, or may be reasonably likely is materially adverse to adversely affect, individually or in the aggregate, the business, operationscondition (financial or otherwise), assets (tangible or intangible), liabilities (including contingent liabilities), or results of operationsoperations or prospects of Company, propertiesexcept 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, condition(ii) any changes in general economic conditions that do not disproportionately impact Company, financial condition(iii) in and of itself, cash flows, assets or liabilities (including, without limitation, contingent liabilities) any change in the trading price of the Company and Common Stock (including any proceedings which may be initiated by Nasdaq with respect to the Subsidiaries taken as a whole and the value listing status of the Shares, in any case, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting Company Common Stock based on the contract manufacturing market. A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage failure of the outstanding capital stock trading price to meet the minimum bid requirements), (calculated on a fully diluted basisiv) the taking of each Subsidiary owned any action expressly required by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date terms of this Agreement by or (v) a decline in commercial product revenues attributable to the Company to Parent (public announcement of the "Disclosure Schedule"). Except as disclosed in such Section 3.01, 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 entityMerger.

Organization and Qualification; Subsidiaries. Each of the Company and each subsidiary of the Company (a "Subsidiary"), a) A is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation Hawaii and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it each subsidiary of A is now being conducted, except where the failure to be so a corporation or other entity duly organized, validly existing or and in good standing or to have such power, authority under the laws of its jurisdiction of organization. Each of A and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company and each Subsidiary its subsidiaries 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 an A Material Adverse Effect. When used The term "A MATERIAL ADVERSE EFFECT" means (i) any change in connection with or effect on the business of A and its subsidiaries that is materially adverse to the financial condition, business or results of operations of A and its subsidiaries taken as a whole, since December 31, 2000, except for any such changes or effects resulting from this Agreement, the ancillary agreements or the transactions contemplated hereby or thereby or the announcement hereof or thereof or relating to any agreement of the type contemplated by SECTION 116 of the Aviation and Transportation Security Act, PROVIDED that such agreement is reasonably acceptable to TW and approved by the Secretary of the DOT under 49 U.S.C. ss. 41308(c) and receives the prior written approval of the Company or any Subsidiaryand A, the term "Material Adverse Effect" means and other than any change or changeseffect which adversely affects both A and B, event(ssuch as any change or effect arising out of general economic conditions not related to the business in which A and B are engaged, or any change or effect which affects the airline industry generally (including, but not limited to, a material change in the price of fuel and changes resulting from the terrorist attacks against the United States on September 11, 2001). (b) Each of Aloha Airlines, Inc. and Aloha IslandAir, Inc. is a "citizen of the United States" as defined in the Federal Aviation Act and is an "air carrier" within the meaning of the Federal Aviation Act operating pursuant to the terms of an exemption authority and (i) in the case of Aloha Airlines, Inc., the certificate of public convenience and necessity duly issued to it by the DOT and (ii) in the case of Aloha IslandAir, Inc., an air taxi operator commuter air carrier registration, which certificates, registrations and authorities are in full force and effect and are adequate for the conduct of the businesses that each of such subsidiaries of A is conducting. Each of A and its subsidiaries possesses all other certificates, licenses, permits, authorizations and approvals of Governmental Authorities (including without limitation the FAA and the FCC) necessary to own, lease and operate its properties and to conduct the business that each of A and its subsidiaries is conducting (together with those certificates referred to in the preceding sentence, the "A PERMITS"), condition(s), development(s) or effect(s) that adversely affects, or may be reasonably likely except where the failure to adversely affectpossess such A Permits would not, individually or in the aggregate, have an A Material Adverse Effect. (c) The A Disclosure Schedule lists all subsidiaries of A and all other persons in which A has any ownership, partnership, voting or joint venture interest. To the businessknowledge of A, operationsall the outstanding shares of capital stock of, results or other ownership interests in, each such subsidiary (and, to the extent beneficially owned by A, other person) (i) have been validly issued and are fully paid and nonassessable and (ii) except for director qualifying shares, are owned directly or indirectly by A, free and clear of operationsall Liens, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) in respect of restrictions on the Company and the Subsidiaries taken as a whole and the value right to vote, sell or otherwise dispose of the Shares, in any case, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting the contract manufacturing market. A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage of the outstanding such capital stock (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, 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 entityownership interests.

Organization and Qualification; Subsidiaries. Each of the Company and each subsidiary of the Company (a "Subsidiary"), a) Parent is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the jurisdiction State of its incorporation and Delaware. Except as would not, individually or in the aggregate, have a Parent Material Adverse Effect (as defined below), Parent has the requisite all corporate power and authority and all necessary governmental approvals to own, lease and operate 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 . Except as would not, individually or in the aggregate, have a Parent Material Adverse Effect Effect, each subsidiary of Parent (collectively, the "Parent Subsidiaries") is a corporation duly incorporated, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as defined below)it is now being conducted. The Company Each of Parent and each Subsidiary the Parent Subsidiaries 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 notnot have, individually or in the aggregate, have a Parent Material Adverse Effect. When used in connection with the Company or any Subsidiary, the The term "Parent Material Adverse Effect" means any change change, circumstance or changes, event(s), condition(s), development(s) effect that is or effect(s) that adversely affects, or may be is reasonably likely to adversely affect, individually or in the aggregate, be materially adverse to the business, operations, results of operationsassets, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) ), financial condition or results of the Company operations of Parent and the Parent Subsidiaries taken as a whole and the value of the Shareswhole, in any case, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect but shall not include (i) any change in the market price or trading volume of Parent Common Stock, (ii) any adverse effect resulting from general economic conditions or conditions generally affecting the contract manufacturing market. A true and complete list of all the Subsidiariesdue to attrition, together with the jurisdiction of incorporation of each Subsidiary and the percentage of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to after the date of this Agreement by Agreement, of Parent's employees, and (iii) any adverse effect due to changes, after the Company to Parent date of this Agreement, in conditions affecting (A) the "Disclosure Schedule"). Except contract research and medical marketing services market in general, (B) the U.S. economy as disclosed in such Section 3.01, a whole or (C) 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 entityEuropean Community as a whole.

Organization and Qualification; Subsidiaries. (a) Each of the Company and each subsidiary of the Company (a "Subsidiary"), its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and all any necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or and in good standing or to have such power, authority and governmental approvals approval would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined below). The Each of the Company and each Subsidiary of its Subsidiaries 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 activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. When used in connection with the Company or any Subsidiaryof its Subsidiaries, the term "Material Adverse Effect" means any change or changes, event(s), condition(s), development(seffect that (a) or effect(s) that adversely affects, or may be reasonably likely to adversely affect, either individually or in the aggregateaggregate with all other changes or effects, is materially adverse to the business, operationscondition (financial or otherwise), or results of operations, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) operations of the Company and the its Subsidiaries taken as a whole and or (b) would prevent consummation of, or materially adversely affect the value ability of the Shares, in any case, by an amount equal parties hereto to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting the contract manufacturing market. 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 (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01consummate, 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 entitytransactions contemplated by this Agreement.

Organization and Qualification; Subsidiaries. Each of the (a) The Company and each subsidiary Subsidiary (as defined below) of the Company (each a "“Company Subsidiary")” and collectively, the “Company Subsidiaries”) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation and has the requisite power and authority and all necessary governmental approvals to own, lease and operate 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 Material Adverse Effect (as defined below)organization. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do conduct its business, and is in good standing, in each jurisdiction where the character of the its properties owned, owned or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures where the failure to be so qualified or licensed and in good standing that would not, individually or qualify in the aggregate, aggregate would not have and would not reasonably be expected to have a Company Material Adverse Effect. When used in connection with The Company and each Company Subsidiary has the requisite power and authority to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on the businesses as now being conducted. The Company has no Subsidiaries or any Subsidiaryequity or similar interest in any entity other than those listed in Schedule 3.1. As used herein, the term "“Company Material Adverse Effect" ” means any effect or change or changes, event(s), condition(s), development(s) or effect(s) that adversely affects, or may would be reasonably likely materially adverse to adversely affect, individually or in the aggregate, the business, operations, results of operations, properties, conditionassets, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) results of operations of the Company and the Subsidiaries Company Subsidiaries, taken as a whole whole, or on the ability of the Company to consummate timely the transactions contemplated hereby; provided that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, a Company Material Adverse Effect: (a) any adverse change, event, development or effect arising from or relating to (i) general business or economic conditions, including such conditions related to the business of the Company and the value of the Shares, in any case, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting the contract manufacturing market. A true and complete list of all the Company Subsidiaries, together with (ii) national or international political or social conditions, including the jurisdiction of incorporation of each Subsidiary and the percentage of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned engagement by the CompanyUnited States in hostilities, each other Subsidiary whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon anywhere in the world, (iii) financial, banking, or securities markets (including any disruption thereof and any third partydecline in the price of any security or any market index), is set forth (iv) changes in Section 3.01 of United States generally accepted accounting principles, (v) changes in Law, rules, regulations, orders, or other binding directives issued by any Governmental Entity, or (vi) the Disclosure Schedule, which has been delivered prior to the date execution or announcement of this Agreement or the taking of any action contemplated by this Agreement, and (b) any adverse change in or effect on the business of the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, and 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 entitySubsidiaries that is cured before the earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Article X hereof.

Organization and Qualification; Subsidiaries. Each of the Company and each subsidiary of the Company (a "Subsidiary"), its subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction of its incorporation organization and has the all requisite corporate or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the any such failure to be so organized, existing or in good standing or to have such power, power or authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined below)Effect. The Each of the Company and each Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, business in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for any such failures failure to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Material Adverse Effect. When used in connection with the Company or any Subsidiary, the term "“Material Adverse Effect" ” means any event, circumstance, change or changes, event(s), condition(s), development(s) or effect(s) effect that adversely affectsis, or may would reasonably be reasonably likely expected to adversely affectbe, individually or in the aggregate, materially adverse to the business, operationsfinancial condition or results of operations of the Company and its subsidiaries taken as a whole, other than any such event, circumstance, change or effect resulting from (i) changes in economic, financial market or geopolitical conditions, either generally or in or affecting the regions in which the Company or its subsidiaries operate, (ii) general changes or developments in any of the industries in which the Company or its subsidiaries operate, (iii) the announcement of this Agreement and the transactions contemplated hereby, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Company or its subsidiaries due to the announcement and performance of this Agreement or the identity of the Debt Purchaser, 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, authorization or license under applicable Law for the consummation of the transactions contemplated hereby (provided that this clause (iv) shall be disregarded for purposes of the representations and warranties of the Company set forth in Section 2.5), (v) changes in any applicable Law 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 revenues, earnings or other financial performance or results of operations, propertiesin 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 been a Material Adverse Effect); provided that, conditionin the case of the immediately preceding clauses (i), financial condition(ii), cash flows(v) and (vi) the impact of such event, assets circumstance, change or liabilities (including, without limitation, contingent liabilities) of effect does not affect the Company and the Subsidiaries its subsidiaries, taken as a whole and the value of the Shareswhole, in any case, by an amount equal a manner that is materially and adversely disproportional to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting other participants in the contract manufacturing market. 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 (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth industries in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, 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 entityand its subsidiaries operate.

Organization and Qualification; Subsidiaries. Each of the (a) The Company and each subsidiary of the Company (a "Subsidiary"), is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the jurisdiction Commonwealth of its incorporation and Massachusetts. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect (as defined below), the Company has the requisite all corporate power and authority and all necessary governmental approvals to own, lease and operate 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 . Except as would not, individually or in the aggregate, have a Company Material Adverse Effect Effect, each subsidiary of the Company (collectively, the "Company Subsidiaries") is a corporation duly incorporated, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as defined below)it is now being conducted. The Each of the Company and each Subsidiary the Company Subsidiaries 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 notnot have, individually or in the aggregate, have a Company Material Adverse Effect. When used in connection with the Company or any Subsidiary, the The term "Company Material Adverse Effect" means any change change, circumstance or changes, event(s), condition(s), development(s) effect that is or effect(s) that adversely affects, or may be is reasonably likely to adversely affect, individually or in the aggregate, be materially adverse to the business, operations, results of operationsassets, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) ), financial condition or results of operations of the Company and the Company Subsidiaries taken as a whole and the value of the Shareswhole, in any case, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect but shall not include (i) any change in the market price or trading volume of Company Common Stock, (ii) any adverse effect resulting from general economic conditions or conditions generally affecting the contract manufacturing market. A true and complete list of all the Subsidiariesdue to attrition, together with the jurisdiction of incorporation of each Subsidiary and the percentage of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to after the date of this Agreement by Agreement, of the Company Company's employees, and (iii) any adverse effect due to Parent changes, after the date of this Agreement, in conditions affecting (A) the "Disclosure Schedule"). Except contract research and medical marketing services market in general, (B) the U.S. economy as disclosed in such Section 3.01, a whole or (C) 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 entityEuropean Community as a whole.

Organization and Qualification; Subsidiaries. (a) Each of the Company and each subsidiary of the Company (a collectively, the "SubsidiaryCompany Subsidiaries"), ) has been duly organized and is a corporation duly organized, -------------------- validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where . Each of 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 Material Adverse Effect (as defined below). 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 failures to be so qualified or licensed and in good standing that would notthat, individually or in the aggregate, have a no Material Adverse EffectEffect on the Company. When used in connection with the Company or any SubsidiaryFor purposes of this Agreement, the term "Material Adverse EffectEffect on the Company" means any state of affairs -------------------------------------- or change or changes, event(s), condition(s), development(s) or effect(s) that adversely affectshas had, or may be reasonably likely to adversely affectwill have, individually or in the aggregate, a material adverse effect on the business, operationsassets, properties, results of operations, properties, condition, operations or condition (financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilitiesotherwise) of the Company and the Subsidiaries Company Subsidiaries, taken as a whole whole, or that has materially impaired or will materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the Merger and the value other transactions contemplated by this Agreement, except that none of the Shares, following shall be deemed in any case, by an amount equal themselves to at least $2,500,000; provided, however, that constitute a Material Adverse Effect shall not include on the Company: (i) any change in the market price or trading volume of the Company Common Stock after the date hereof, (ii) any change in general economic conditions, (iii) any adverse effect resulting from general economic conditions or conditions generally change affecting the contract manufacturing market. A true 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 transactions contemplated by this Agreement. (b) Section 3.1(b) of the Company Disclosure Letter sets forth a complete and correct list of all of the Company Subsidiaries, together with the their jurisdiction of incorporation organization and the ownership or other interest therein of the Company and of each Subsidiary and the percentage of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by Company Subsidiary. Neither the Company to Parent (the "Disclosure Schedule"). Except as disclosed nor any Company Subsidiary holds any interest in such Section 3.01, any person other than 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 entitySubsidiaries so listed.

Organization and Qualification; Subsidiaries. Each (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the Company and each State of Delaware. Each subsidiary of the Company (a "Subsidiary"), ) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation incorporation. The Company and each Subsidiary has the requisite corporate power and authority and all necessary governmental approvals to own, operate or lease and operate 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 Material Adverse Effect (as defined below). The Company and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where in which the nature of its business or the character of the properties owned, operated or leased or operated by it or the nature of its business makes such qualification qualification, licensing or licensing good standing necessary, except for where the failure to have such failures power or authority, or the failure to be so qualified qualified, licensed or licensed and in good standing that standing, would not, individually or in the aggregate, not have a Material Adverse EffectEffect on the Company. When used in connection with the Company or any Subsidiary, the The term "Material Adverse EffectEffect on the Company," as used in this Agreement, means any change or changes, event(s), condition(s), development(s) effect that is or effect(s) that adversely affects, or may be is reasonably likely to adversely affect, individually or in the aggregate, be materially adverse to the business, operations, results of operations, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) of the Company and the its Subsidiaries taken as a whole and the value of the Shareswhole, in except for (i) any case, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse change or effect resulting from general economic economic, financial or market conditions, (ii) any change or effect resulting from conditions or conditions circumstances generally affecting the contract manufacturing marketautomotive, aerospace and/or storage rack industries, or (iii) any change or effect resulting from (x) legal or market actions taken by any customer of the Company or any Subsidiary or any minority stockholder of a Subsidiary or (y) the departure of any employee of the Company or any Subsidiary, in either case, in response to the announcement of the Transactions. 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 (calculated on a fully diluted basis) of each Subsidiary owned by the Company, Company and each other Subsidiary and any third partySubsidiary, is set forth in Section 3.01 4.01 of the Company Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule")Statement. Except as disclosed in such Section 3.014.01 of the Company Disclosure Statement, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. (b) Each Subsidiary that is material to the business, operations, properties, condition (financial or otherwise), assets or liabilities (including, without limitation, contingent liabilities) of the Company and the Subsidiaries taken as a whole is so identified in Section 4.01 of the Disclosure Schedule and is referred to herein as a "Significant Subsidiary".

Organization and Qualification; Subsidiaries. (a) Each of the Company and each subsidiary of the Company its Subsidiaries (a "Subsidiary"), as defined below) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation and has the all requisite corporate or other power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business businesses as it is now being conductedconducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification, except where the failure to be so organized, existing qualified or in good standing or to have such powerpower or authority, authority and governmental approvals would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). The Company has heretofore delivered or made available to Purchaser accurate and complete copies of the charter and bylaws and other organizational documents, as currently in effect, of the Company and each of its Subsidiaries. As used in this Agreement, "Subsidiary" shall mean, with respect to any party, any corporation or other ---------- organization, whether incorporated or unincorporated or domestic or foreign to the United States, of which (i) such party or any other Subsidiary of such party is duly qualified a general partner or licensed as (ii) at least a foreign corporation to do business, and is in good standing, in each jurisdiction where the character majority of the properties ownedsecurities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is, leased directly or operated indirectly, owned or controlled by it such party or the nature by any one or more of its business makes Subsidiaries, or by such qualification party and one 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 more of its Subsidiaries. The term "Company Material Adverse Effect. When used in connection with the Company or any Subsidiary, the term "Material Adverse ------------------------ Effect" means any event, change in or changeseffect on the business of the Company or ------ its Subsidiaries, event(s)taken as a whole, condition(s), development(sthat is or would reasonably be expected to be materially adverse to (i) or effect(s) that adversely affects, or may be reasonably likely to adversely affect, individually or in the aggregate, the business, operations, results of operations, properties (including intangible properties, condition), financial condition, cash flows, assets or liabilities (includingliabilities, without limitation, contingent liabilities) of the Company and the Subsidiaries its Subsidiaries, taken as a whole and whole, or (ii) the value ability of the Shares, in any case, by an amount equal Company to at least $2,500,000consummate the transactions contemplated hereby or to perform its obligations under this Agreement; 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, will be or would reasonably be expected to be, a Company Material Adverse Effect shall not include Effect: (a) any adverse effect resulting from general economic conditions change, effect, event, occurrence, state of facts or development attributable to conditions generally affecting the contract manufacturing market. A true and complete list industry in which the Company participates or the U.S. economy as a whole; or (b) any adverse change, effect, event, occurrence, state of all facts or development arising from or relating to any action taken or inaction or decision made by Parent under the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage terms of the outstanding capital stock Investor Agreement (calculated on as defined below); provided further that the litigation, or the resolution thereof, listed in Paragraph 8 of Schedule 4.8 shall be deemed not to be a fully diluted basis) of each Subsidiary owned by the CompanyCompany Material Adverse Effect, each however, any other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to litigation filed after the date of this Agreement by the hereof may be considered a Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, 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 entityMaterial Adverse Effect.

Organization and Qualification; Subsidiaries. Each (a) Section 3.01(a) of the Company Disclosure Schedule sets forth the jurisdiction of incorporation or organization of each of the Company and each subsidiary of the Company (a collectively, the "SubsidiaryCompany Subsidiaries"), . Each of the Company and the Company Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its such incorporation and has the all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate 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 nothave not had, and could not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect (as defined below). The Each of the Company and each Subsidiary the Company Subsidiaries is duly qualified or licensed as a foreign corporation or organization 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 nothave not had, and could not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. When used Section 3.01(a) of the Company Disclosure Schedule sets forth each jurisdiction in connection with which the Company or any Subsidiary, the a Company Subsidiary is qualified or licensed to do business as a foreign corporation or organization. The term "Company Material Adverse Effect" means any change changes in or changes, event(s), condition(s), development(s) effects on the business of the Company or effect(s) that adversely affects, or may be reasonably likely to adversely affectany Company Subsidiary that, individually or in the aggregate, are or are substantially likely to be materially adverse to the business, operations, results of operations, properties, condition, financial condition, cash flowsassets (tangible or intangible), assets or liabilities (including, without limitation, including contingent liabilities) or results of operations of the Company and the Company Subsidiaries taken as a whole whole, 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 the Company and the value Company Subsidiaries operate that do not have a disproportionate impact on the Company and the Company Subsidiaries, taken as a whole, (ii) any changes in general economic conditions that do not disproportionately impact the Company and the Company Subsidiaries, taken as a whole, (iii) in and of itself, any change in the trading price of Company Common Stock, (iv) in and of itself, a failure by Company 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 prior to the Closing 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 Shares, in any case, by an amount equal to at least $2,500,000Merger; provided, however, that the Company shall bear the burden of showing that such change, effect, event, occurrence, state of fact or development which the Company claims does not constitute a Company Material Adverse Effect shall not include any adverse effect resulting from general economic conditions is primarily attributable to the announcement or conditions generally affecting the contract manufacturing market. A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage pendency of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, 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 entityMerger.

Organization and Qualification; Subsidiaries. Each of the Company Parent and each subsidiary of the Company (a "Subsidiary"), Merger Sub is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction their respective jurisdictions of its incorporation and each has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or and in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Parent/Merger Sub Material Adverse Effect (as defined below)) or prevent or materially delay the consummation of the Transactions. The Company Each of Parent and each Subsidiary Merger Sub 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 them or the nature of its business their respective businesses makes such qualification or licensing necessary, except for such failures where the failure to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Parent/Merger Sub Material Adverse EffectEffect or prevent or materially delay the consummation of the Transactions. When As used in connection with the Company or any Subsidiarythis Agreement, the term "Material Adverse EffectPARENT/MERGER SUB MATERIAL ADVERSE EFFECT" means any effect, circumstance, occurrence, event, fact or change in the business of Parent and Merger Sub that (i) is or changes, event(s), condition(s), development(s) or effect(s) that adversely affects, or may be is reasonably likely to adversely affect, individually or in the aggregate, be materially adverse to the business, operations, results of operationsvalue, assets, liabilities (actual or contingent), properties, financial or other condition, financial conditionresults of operations or prospects of Parent and Merger Sub or (ii) prevents or materially delays, cash flowsor is reasonably likely to prevent or materially delay, assets the ability of Parent and Merger Sub to perform their obligations under this Agreement or liabilities (including, without limitation, contingent liabilities) of to consummate the Company and the Subsidiaries taken as a whole and the value of the Shares, Transactions in any case, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting the contract manufacturing market. A true and complete list of all the Subsidiaries, together accordance with the jurisdiction of incorporation of each Subsidiary and the percentage of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which terms hereof. Merger Sub has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, 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 entityno subsidiaries.

Organization and Qualification; Subsidiaries. Each of the The Company is duly incorporated and each subsidiary of the Company (a "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation Delaware, and has the requisite power and authority and all necessary governmental approvals authorization to own, lease and operate own its properties and to carry on its business as described in the Company’s SEC Documents. The Company is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it is now being conductedmakes such qualification necessary, except where to the extent that the failure to be so organized, existing qualified or be in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company 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, not have a Material Adverse Effect. When As used in connection with the Company or any Subsidiarythis Agreement, the term "“Material Adverse Effect" ” means any change or changes, event(s), condition(s), development(smaterial adverse effect on (i) or effect(s) that adversely affects, or may be reasonably likely to adversely affect, individually or in the aggregate, the business, operations, results of operations, properties, conditionassets, liabilities, operations (including results thereof), or condition (financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilitiesotherwise) of the Company and Company, (ii) the Subsidiaries taken as a whole and the value transactions contemplated hereby or in any of the Shares, in other Transaction Documents or (iii) the authority or ability of the Company to perform any case, by an amount equal to at least $2,500,000of its obligations under any of the Transaction Documents; provided, however, that none of the following shall constitute, or shall be considered in determining whether there has occurred, and no event, circumstance, change or effect resulting from or arising out of any of the following shall constitute, a Material Adverse Effect: (A) the announcement of the execution of this Agreement; (B) changes in the national or world economy or financial markets as a whole or changes in general economic conditions that affect the industries in which the Company conducts its business, so long as such changes or conditions do not adversely affect the Company in a materially disproportionate manner relative to other similarly situated participants in the industries or markets in which they operate; (C) any change in applicable law, rule or regulation or GAAP or interpretation thereof after the date hereof, so long as such changes do not adversely affect the Company, in a materially disproportionate manner relative to other similarly situated participants in the industries or markets in which they operate; (D) the failure, in and of itself, of the Company to meet any published or internally prepared estimates of revenues, earnings or other financial projections, performance measures or operating statistics; provided, however, that the facts and circumstances underlying any such failure may, except as may be provided in subsections (A), (B), (C), (E), and (F) of this definition, be considered in determining whether a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions has occurred; (E) a decline in the price, or conditions generally affecting a change in the contract manufacturing market. A true trading volume, of the Company Common Stock on the Principal Market (as defined below); and complete list of all the Subsidiaries, together (F) compliance with the jurisdiction of incorporation of each Subsidiary terms of, and the percentage of the outstanding capital stock taking any action required by, this Agreement. The Company has no significant subsidiaries (calculated on a fully diluted basisas such term is defined in Rule 1-02(w) of each Subsidiary owned Regulation S-X promulgated by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"Commission). Except as disclosed in such Section 3.01, 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.

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 and each subsidiary of the Company (a "Subsidiary"), Company's subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation incorporation. The Company and each of its subsidiaries has the requisite corporate power and authority and all necessary governmental approvals to own, operate or lease and operate 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 Material Adverse Effect (as defined below). The Company 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 in which the nature of its business or the properties owned, operated or leased by it makes such qualification qualification, licensing or licensing good standing necessary, except for where the failure to have such failures power or authority, or the failure to be so qualified qualified, licensed or licensed and in good standing that standing, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Company. When used in connection with the Company or any Subsidiary, the The term "Material Adverse EffectEffect on the Company," as used in this Agreement, means any change in or changeseffect on the business, event(s)assets, condition(s)liabilities, development(s) financial condition or effect(s) that adversely affects, or may be reasonably likely to adversely affectresults of operations of the Company and its subsidiaries taken as a whole that, individually or in the aggregateaggregate with all other changes and effects, would reasonably be expected to be materially adverse to the businessCompany and its subsidiaries taken as a whole, operationsother than (a) the effects of changes that are generally applicable to (i) the United States economy or securities markets, results or (ii) the world economy or international securities markets, and (b) changes or effects to the extent arising from the announcement of operationsthis 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, propertiessuppliers, conditiondistributors, financial conditionsales representatives or employees or the delay or cancellation of orders for products or services, cash flowsin each case to the extent arising from such announcement); provided, assets that a change in the market price or liabilities trading volume of the Common Shares shall not, in and of itself, constitute a Material Adverse Effect on the Company (includingit 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 provided to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the bylaws or comparable organizational documents, without limitationeach as amended to the date hereof, contingent liabilities) of the Company and the Subsidiaries taken as each of its subsidiaries, and has provided a whole complete and the value correct copy of the SharesRights Agreement as amended to the date hereof. Neither the Company nor any of its subsidiaries is in violation of or default under any of the provisions of its respective certificate of incorporation, in any case, by an amount equal bylaws or comparable organizational documents. The Company has made available to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting the contract manufacturing market. A Parent and its representatives true and complete list copies of the minutes of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage meetings of the outstanding capital stock stockholders, the Board of Directors and each committee of the Board of Directors of the Company held since January 1, 1998, and such minutes accurately reflect all proceedings of the stockholders and Board of Directors (calculated on a fully diluted basisand all committees thereof) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, 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.

Organization and Qualification; Subsidiaries. Each of the The Company and each subsidiary of the Company its Subsidiaries (a "Subsidiary"), as hereinafter defined) is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organizedincorporated, 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 (as defined below). The Company is and each Subsidiary of its Subsidiaries 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 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. When used in connection with the Company or any Subsidiary, the The term "Company Material Adverse Effect" means any change change, effect or circumstance that individually or when taken together with all other such changes, event(s)effects or circumstances that have occurred prior to the date of determination of the occurrence of the Company Material Adverse Effect, condition(s), development(s(x) or effect(s) that adversely affects, or may will be reasonably likely materially adverse to adversely affect, individually or in the aggregate, the business, operations, properties, assets, financial condition or results of operations, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) operations of the Company and the all of its Subsidiaries taken as a whole and whole, or (y) will impair in any material respect the value Company's ability to perform any of its obligations or agreements hereunder or under the other Transaction Documents, provided that none of the Shares, in any case, by an amount equal to at least $2,500,000; provided, however, that following shall constitute a Company Material Adverse Effect shall not include any adverse effect resulting from Effect: (i) general economic conditions changes in the economy or conditions generally changes affecting the contract manufacturing marketentertainment industry in general, (ii) the filing, initiation and subsequent prosecution, or results of litigation that challenges or otherwise seeks damages with respect to the Transactions or that is disclosed on the Company Disclosure Schedule, (iii) changes arising directly or indirectly from the execution or announcement of this Agreement or (iv) matters disclosed to the Investors by the Company prior to the date hereof on the Company Disclosure Schedule. A true and For purposes of this Agreement, the term "Subsidiary" shall mean a subsidiary of the Company that is identified as such in Section 2.1 of the Company Disclosure Schedule. Section 2.1 of the Company Disclosure Schedule sets forth a complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage subsidiaries of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is . Except as set forth in Section 3.01 2.1 of the Company Disclosure Schedule, which has been delivered prior to the Company owns directly or indirectly all of the issued and outstanding shares of capital stock of each of its Subsidiaries. Other than as set forth in Section 2.1 of the Company Disclosure Schedule, as of the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed has no other equity interest in such Section 3.01, 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.

Organization and Qualification; Subsidiaries. Each of the (a) 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 New York, is duly qualified to do business as a foreign corporation and is in good standing in the jurisdictions listed on Schedule 3.1(a), which include each jurisdiction in which the character of the Company's properties or the nature of its incorporation and business makes such qualification necessary, except in jurisdictions, if any, where the failure to be so qualified would not result in a Material Adverse Effect (as defined below). The Company has the all requisite corporate or other power and authority and all necessary governmental approvals to own, use or lease and operate its properties and to carry on its business as it is now being conducted, except where the failure conducted and as it is now proposed 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 Material Adverse Effect (as defined below)conducted. The Company has made available to Parent and Purchaser a complete and correct copy of its certificate of incorporation and bylaws, each as amended to date, and the Company's certificate of incorporation and bylaws as so delivered are in full force and effect. The Company is not in default in any respect in the performance, observation or fulfillment of any provision of its certificate of incorporation or bylaws. (b) Schedule 3.1(b) lists the name and jurisdiction of organization of each Subsidiary of the Company and the jurisdictions in which each such Subsidiary is duly qualified or licensed holds licenses to do business as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character as of the properties owneddate hereof. Each of the Company's Subsidiaries is a corporation duly organized, 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 validly existing and in good standing that would notunder the laws of its jurisdiction of incorporation, individually or in the aggregateis duly qualified to (c) For purposes of this Agreement, have (i) a Material Adverse Effect. When used in connection with the Company or any Subsidiary, the term "Material Adverse Effect" means shall mean any change event, circumstance, condition, development or changesoccurrence causing, event(s)resulting in or having a material adverse effect on the financial condition, condition(s), development(s) or effect(s) that adversely affects, or may be reasonably likely to adversely affect, individually or in the aggregate, the business, operations, results of operationsassets, properties, condition, financial condition, cash flows, assets prospects or liabilities (including, without limitation, contingent liabilities) results of operations of the Company and the its Subsidiaries taken as a whole and the value whole; (ii) "subsidiary" shall mean, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of which (x) at least a majority of the Shares, in any case, securities or other interests having by an amount equal their terms voting power to at least $2,500,000; provided, however, that elect a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting the contract manufacturing market. A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage majority of the outstanding capital stock (calculated on a fully diluted basis) Board of each Subsidiary owned by the Company, each Directors or others performing similar functions with respect to such corporation or other Subsidiary and any third party, organization is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, the Company does not directly or indirectly own owned or controlled by such party or by any equity one or similar interest inmore of its subsidiaries, or by such party and one or more of its subsidiaries, or (y) such party or any other subsidiary of such party is a general partner (excluding such partnerships where such party or any subsidiary of such party do not have a majority of the voting interest convertible into or exchangeable or exercisable for in such partnership); (iii) "Subsidiary" shall mean any equity or similar interest insubsidiary of the Company; and (iv) "independent legal counsel to the Company" shall include, any corporationbut not be limited to, partnershipHersxxxx X. Xxxxxxxx, joint venture or other business association or entityXxq., who is a director and secretary of the Company and of various of its Subsidiaries.

Organization and Qualification; Subsidiaries. Each of the Company and each subsidiary its subsidiaries is (i) set forth on Schedule 3.1(a) of the Company Disclosure Schedules and (a "Subsidiary"), is ii) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and all any necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or and in good standing or to have such power, authority and governmental approvals would could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). below in this Section (a) The Company and each Subsidiary of its subsidiaries 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 activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would which could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. When used in connection with the Company or any Subsidiary, the The term "Company Material Adverse Effect" means any material adverse change in or changes, event(s), condition(s), development(seffect on (i) or effect(s) that adversely affects, or may be reasonably likely to adversely affect, individually or in the aggregate, the business, operations, results of operations, properties, condition, operations or condition (financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilitiesother) of (1) the Company (or, following the Effective Time, the Surviving Corporation) and the Subsidiaries its subsidiaries taken as a whole and or (2) the value of the SharesCompany's Wireless Products Group ("WPG"), in each case excluding any case, by an amount equal change or effect that is directly attributable to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting the contract manufacturing market. A true and complete list of all the SubsidiariesUnited States, together with the jurisdiction of incorporation of each Subsidiary and the percentage California or Maryland economy or any of the outstanding capital stock industries in which the Company or its subsidiaries operates unless such conditions adversely affect the Company in a materially disproportionate manner, or (calculated on a fully diluted basisii) the ability of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent consummate the Merger on or before the Terminal Date (the "Disclosure Schedule"as defined in Section 6.1(e). Except as disclosed in such Section 3.01, 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).

Organization and Qualification; Subsidiaries. (a) Each of the Company and each subsidiary of the Company (a "Subsidiary"), its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and all any necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or and in good standing or to have such power, authority and governmental approvals approval would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined below). The Each of the Company and each Subsidiary of its Subsidiaries 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 activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. When used in connection with the Company or any Subsidiaryof its Subsidiaries, the term "Material Adverse Effect" means any change or changes, event(s), condition(s), development(seffect that (a) or effect(s) that adversely affects, or may be reasonably likely to adversely affect, either individually or in the aggregateaggregate with all other changes or effects, is materially adverse to the business, operationscondition (financial or otherwise), or results of operations, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) operations of the Company and the its Subsidiaries taken as a whole and or (b) would prevent consummation of, or materially adversely affect the value ability of the Sharesparties hereto to consummate, in any case, the transactions contemplated by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions this Agreement. (b) The only direct or conditions generally affecting the contract manufacturing market. A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage indirect Subsidiaries of the outstanding capital stock (calculated on a fully diluted basisCompany are those listed in Section 3.1(b) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is Disclosure Schedule. Except as set forth in Section 3.01 3.1(b) of the Disclosure Schedule, which has all the outstanding shares of capital stock of and other equity interests in each such Subsidiary have been delivered prior to validly issued and are fully paid and non-assessable and are owned (of record and beneficially) by the date Company, by another Subsidiary of this Agreement the Company or by the Company to Parent and another such Subsidiary, free and clear of all pledges, claims, mortgages, liens, charges, encumbrances and security interests of any kind or nature whatsoever (the collectively, "Disclosure ScheduleLiens"). Section 3.1(b) sets forth a list of any other person that owns capital stock of and other equity interests in any Subsidiary of the Company, and the amount of such capital stock so owned. Except as disclosed for the ownership interests set forth in such Section 3.013.1(b) of the Disclosure Schedule, the Company does not own, 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 inindirectly, any corporation, partnership, joint venture capital stock or other business association or entityownership interest in any other person.

Organization and Qualification; Subsidiaries. (b) Section 4.1(b) of the Company Disclosure Letter lists the name and jurisdiction of organization of each Subsidiary (as defined below) and the jurisdictions in which each such Subsidiary is qualified or holds licenses to do business as a foreign corporation as of the date hereof. Each of the Company and each subsidiary of the Company (a "Subsidiary"), Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of incorporation, is duly qualified to do business as a foreign corporation and is in good standing in the jurisdictions listed on Section 4.1(b) of the Company Disclosure Letter, which include each jurisdiction in which the character of such Subsidiary's properties or the nature of its incorporation and business makes such qualification necessary, except in jurisdictions, if any, where the failure to be so qualified would not result in a Material Adverse Effect. Each of the Subsidiaries has the requisite corporate or other power and authority and all necessary governmental approvals to own, use or lease and operate its properties and to carry on its business as it is now being conducted and as it is now proposed to be conducted. Each of such Subsidiaries is operating in accordance with all applicable laws and regulations of its jurisdiction of incorporation, except where the failure so to be so organizedoperate would not result in a Material Adverse Effect. The Company has delivered to Xxxxxx or its affiliate a complete and correct copy of the Articles of Incorporation and Bylaws (or similar charter documents) of each of the Subsidiaries, existing each as currently in effect. No Subsidiary is in default in any respect in the performance, observation or in good standing fulfillment of any provision of its Articles of Incorporation or to have such powerBylaws (or similar charter documents). (c) For purposes of this Agreement, authority and governmental approvals would not(i) a "Material Adverse Effect" shall mean any event, circumstance, condition, development or occurrence, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company and each Subsidiary is duly qualified causing, resulting in 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 Material Adverse Effect. When used in connection with the Company or any Subsidiary, the term "Material Adverse Effect" means any change or changes, event(s), condition(s), development(s) or effect(s) that adversely affects, or may be reasonably likely to adversely affecthave a material adverse effect on the condition (financial or otherwise), individually or in the aggregate, the business, operations, results of operationsassets, properties, condition, financial condition, cash flows, assets prospects or liabilities (including, without limitation, contingent liabilities) results of operations of the Company and the its Subsidiaries taken as a whole and the value whole, (ii) "subsidiary" shall mean, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of which (x) at least 50 percent or more of the Shares, in any case, by an amount equal securities or other interests having voting power to at least $2,500,000; provided, however, that elect a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting the contract manufacturing market. A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage majority of the outstanding capital stock (calculated on a fully diluted basis) Board of each Subsidiary owned by the Company, each Directors or others performing similar functions with respect to such corporation or other Subsidiary and any third party, organization is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, the Company does not directly or indirectly own owned or controlled by such party or by any equity one or similar interest inmore of its subsidiaries, or by such party and one or more of its subsidiaries, or (y) such party or any other subsidiary of such party is a general partner (excluding such partnerships where such party or any subsidiary of such party do not have a majority of the voting interest convertible into or exchangeable or exercisable for in such partnership); and (iii) "Subsidiary" shall mean any equity or similar interest in, any corporation, partnership, joint venture or other business association or entitysubsidiary of the Company.

Organization and Qualification; Subsidiaries. Each of the Company and each subsidiary of the Company (a "Subsidiary"), its subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction of its incorporation organization and has the all requisite corporate or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the any such failure to be so organized, existing or in good standing or to have such powerpower or authority, authority and governmental approvals would not, individually or in the aggregate, have aggregate reasonably be expected to result in a Material Adverse Effect (as defined below). The Section 3.1 of the Company Disclosure Schedule sets forth a true and accurate list of the Company’s subsidiaries. Each of the Company and each Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing (with respect to jurisdictions that recognize the concept of good standing), in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for any such failures failure to be so qualified or licensed and or in good standing that which would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect. When used in connection with All subsidiaries of the Company are directly or any Subsidiary, indirectly wholly owned by the term "Company. “Material Adverse Effect" ” means any change change, effect, event or changes, event(s), condition(s), development(s) or effect(s) occurrence that adversely affects, or may would be reasonably likely materially adverse to adversely affect, individually or in the aggregate, the business, operations, financial condition or results of operations, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) operations of the Company and the Subsidiaries its subsidiaries taken as a whole and whole, other than any change or effect to the value of the Sharesextent resulting from (i) changes in general economic conditions, (ii) changes in any laws, rules or regulations (in each case, by an amount equal including changes to at least $2,500,000; providedtax laws, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions rules or conditions generally regulation) or the interpretations thereof affecting the contract manufacturing market. 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 (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary (iii) general changes or developments in the industries in which the Company and any third party, is set forth in Section 3.01 of its subsidiaries operate; (iv) the Disclosure Schedule, which has been delivered prior to the date announcement of this Agreement by and the transactions contemplated hereby, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, partners, financing sources or employees of the Company and its subsidiaries to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, extent due to the Company does not directly announcement of this Agreement or indirectly own any equity or similar interest inthe identity of the parties to this Agreement, or any interest convertible into actions or exchangeable omissions required by the express terms of this Agreement, including compliance with the covenants set forth herein or exercisable for (v) changes in any equity applicable accounting regulations or similar interest in, any corporation, partnership, joint venture or other business association or entityprinciples.

Organization and Qualification; Subsidiaries. Each of the The Company and each subsidiary of the Company (a "Subsidiary"), is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the jurisdiction State of its incorporation and Delaware. The Company has the requisite corporate power and authority and all necessary governmental approvals to own, own or lease and operate its properties and to carry on its business as it is now being conductedconducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, except where the failure to be so organized, existing licensed or in good standing or to have such power, authority and governmental approvals qualified would not, individually or in the aggregate, have a Company Material Adverse Effect (as defined below). The Each subsidiary of the Company and each Subsidiary (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate or other business entity power and authority to own or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified or licensed as a foreign corporation to do business, and is in good standing, business in each jurisdiction where in which the nature of the business conducted by it or the character of the properties owned, owned or leased or operated by it or the nature of its business makes such licensing or qualification or licensing necessary, in each case, except for such failures to be so qualified or licensed and in good standing that as would not, individually or in the aggregate, have a Company Material Adverse Effect. When used in connection with the Company or any Subsidiaryof its subsidiaries, the term "“Company Material Adverse Effect" ” means any change or changes, event(s), condition(s), development(s) or effect(s) that adversely affects, or may be reasonably likely to adversely affect, individually or in the aggregate, a material adverse effect on the business, operationsproperties, financial condition or results of operations, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) operations of the Company and the Subsidiaries its subsidiaries taken as a whole and or on the value ability of the SharesCompany to consummate the transactions contemplated by this Agreement, except, in any each case, by an amount equal for any such effect attributable to at least $2,500,000; (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, provided, however, that any such condition or event which disproportionately impacts the Company or its subsidiaries taken as a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions whole, relative to other industry participants, may be considered to the extent of such disproportionate impact (ii) changes in or events or conditions generally affecting the contract manufacturing marketoil and gas exploration and development industry or exploration and production companies of a similar size to the Company (including changes in commodity prices and general market prices), (iii) changes in laws, regulations or United States generally accepted accounting principles (“GAAP”) or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation of the Merger, (v) any failure by the Company to meet estimates of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Company Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of the Company by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Company Material Adverse Effect or (viii) changes in the price or trading volume of the Company’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Company Material Adverse Effect. A true and complete list of all of the SubsidiariesCompany’s subsidiaries, together with the jurisdiction of incorporation or organization of each Subsidiary such subsidiary and the percentage of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary such subsidiary owned by the Company, Company and each other Subsidiary and any third partyCompany subsidiary, is set forth in Section 3.01 2.1 of the Disclosure Company Schedule, which has been delivered prior . Other than with respect to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, 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.subsidiaries set forth on Section

Organization and Qualification; Subsidiaries. (a) Each of the Company and each subsidiary of the Company Subsidiary (a "Subsidiary"), as defined below) is a corporation or a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where (i) with respect to any Material Subsidiary, the failure to have such governmental approvals and (ii) with respect to any Subsidiary other than a Material Subsidiary, the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would approvals, does not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Each of the Company and each Material 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 and assets 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 do not, individually or in the aggregate, have a Material Adverse Effect. When used in connection with the Company or any subsidiary of the Company ("Subsidiary"), the term "Material Adverse Effect" means any change change, effect, condition, event or changes, event(s), condition(s), development(s) or effect(scircumstance (x) that adversely affects, or may be reasonably likely is materially adverse to adversely affect, individually or in the aggregate, the business, operations, the results of operations, properties, condition, operations or the financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) condition of the Company and the Subsidiaries Subsidiaries, taken as a whole and whole, or (y) that is materially adverse to the value Company's ability to consummate the Transactions, except to the extent that any such change, effect, condition, event or circumstance that is materially adverse to the Company's ability to consummate the Transactions is caused directly or indirectly by any action or inaction of the Shares, Parent or Purchaser in any case, by an amount equal to at least $2,500,000breach of this Agreement; provided, however, that a "Material Adverse Effect Effect" shall not include any adverse effect resulting from change, effect, condition, event or circumstance arising out of or attributable to (i) any decrease in the market price of the Shares (but not any change, effect, condition, event or circumstance underlying such decrease to the extent that it would otherwise constitute a Material Adverse Effect), (ii) changes, effects, conditions, events or circumstances that generally affect the industries in which the Company or the Subsidiaries operate (including legal and regulatory changes), (iii) general economic conditions or changes, effects, conditions generally or circumstances affecting the contract manufacturing market. A true and complete list of all securities markets generally or (iv) changes arising from the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage consummation of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned by Transactions or the Company, each other Subsidiary and any third party, is set forth in Section 3.01 announcement of the Disclosure Schedule, which has been delivered prior to the date execution of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, 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 entityAgreement.

Organization and Qualification; Subsidiaries. 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 jurisdiction of its incorporation or organization and has the all requisite corporate or other power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure failures to be so organized, existing or in good standing or to have such corporate or other power, and authority have not had, and governmental approvals would notcould not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect (as defined below). The Each of the Company and each Subsidiary the Company Subsidiaries 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 nothave not had, and could not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. When used in connection with the Company or any Subsidiary, the The term "Company Material Adverse Effect" means any change in or changes, event(s), condition(s), development(s) or effect(s) that adversely affects, or may be reasonably likely to adversely affect, individually or in effect on the aggregate, the business, operations, results of operations, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) business of the Company and the Company Subsidiaries that is materially adverse to the business, assets, financial condition or results of operations of the Company and the Company Subsidiaries taken as a whole and the value of the Shareswhole, in except for any case, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse 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 conditions generally affecting financial markets or (iii) the contract manufacturing market. 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 (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date announcement of this Agreement by or the transactions contemplated hereby. The Company has heretofore made available to Parent (a complete and correct copy of the "Disclosure Schedule"). Except as disclosed in such Section 3.01, Amended and Restated Certificate of Incorporation and 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.Amended and Restated By-Laws of the

Organization and Qualification; Subsidiaries. Each of the The Company and each subsidiary of the Company (a "Subsidiary"), is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the jurisdiction State of its incorporation and Delaware. The Company has the requisite corporate power and authority and all necessary governmental approvals to own, own or lease and operate its properties and to carry on its business as it is now being conductedconducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, except where the failure to be so organized, existing licensed or in good standing or to have such power, authority and governmental approvals qualified would not, individually or in the aggregate, have a Company Material Adverse Effect (as defined below). The Each subsidiary of the Company and each Subsidiary (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate or other business entity power and authority to own or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified or licensed as a foreign corporation to do business, and is in good standing, business in each jurisdiction where in which the nature of the business conducted by it or the character of the properties owned, owned or leased or operated by it or the nature of its business makes such licensing or qualification or licensing necessary, in each case, except for such failures to be so qualified or licensed and in good standing that as would not, individually or in the aggregate, have a Company Material Adverse Effect. When used in connection with the Company or any Subsidiaryof its subsidiaries, the term "“Company Material Adverse Effect" ” means any change or changes, event(s), condition(s), development(s) or effect(s) that adversely affects, or may be reasonably likely to adversely affect, individually or in the aggregate, a material adverse effect on the business, operationsproperties, financial condition or results of operations, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) operations of the Company and the Subsidiaries its subsidiaries taken as a whole and or on the value ability of the SharesCompany to consummate the transactions contemplated by this Agreement, except, in any each case, by an amount equal for any such effect attributable to at least $2,500,000; (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, provided, however, that any such condition or event which disproportionately impacts the Company or its subsidiaries taken as a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions whole, relative to other industry participants, may be considered to the extent of such disproportionate impact (ii) changes in or events or conditions generally affecting the contract manufacturing marketoil and gas exploration and development industry or exploration and production companies of a similar size to the Company (including changes in commodity prices and general market prices), (iii) changes in laws, regulations or United States generally accepted accounting principles (“GAAP”) or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation of the Merger, (v) any failure by the Company to meet estimates of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Company Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of the Company by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Company Material Adverse Effect or (viii) changes in the price or trading volume of the Company’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Company Material Adverse Effect. A true and complete list of all of the SubsidiariesCompany’s subsidiaries, together with the jurisdiction of incorporation or organization of each Subsidiary such subsidiary and the percentage of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary such subsidiary owned by the Company, Company and each other Subsidiary and any third partyCompany subsidiary, is set forth in Section 3.01 2.1 of the Disclosure Company Schedule, which has been delivered prior . Other than with respect to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such subsidiaries set forth on Section 3.01, 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.2.1

Organization and Qualification; Subsidiaries. (i) Each of the Company Xxxxxx and each subsidiary of the Company (a "Subsidiary"), its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of Xxxxxx and its subsidiaries 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 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 Approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company Each of Xxxxxx and each Subsidiary its subsidiaries 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 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. When used in connection with the Company Xxxxxx or any Subsidiaryof its subsidiaries, the term "Material Adverse Effect" means any change change, event or changes, event(s), condition(s), development(s) or effect(s) effect that adversely affects, or may be reasonably likely is materially adverse to adversely affect, individually or in the aggregate, the business, operationsassets (including intangible assets), liabilities, financial condition or results of operations, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) operations of the Company Xxxxxx and the Subsidiaries its subsidiaries taken as a whole and the value of the Shares, in any case, by an amount equal to at least $2,500,000whole; provided, however, that a "Material Adverse Effect Effect" shall not include any adverse effect resulting from general economic conditions on the revenues or conditions generally affecting gross margins of Xxxxxx (or the contract manufacturing market. 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 (calculated on a fully diluted basisdirect consequences thereof) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to following the date of this Agreement which is attributable to (i) a delay of, reduction in or cancellation or change in the terms of product orders by customers of Xxxxxx or (ii) an increase in the Company price of, a delay of, reduction in or cancellation of or change in terms with respect to Parent (products or components supplied by vendors of Xxxxxx, which in either case is attributable to the "Disclosure Schedule")transactions contemplated by this Agreement. Except Other than wholly-owned subsidiaries and except as disclosed in such permitted after the date of this Agreement under Section 3.015.2 of this Agreement, the Company Xxxxxx does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other business busi- ness, association or entity.

Organization and Qualification; Subsidiaries. Each of the Company and each subsidiary of the Company (a collectively, the "SubsidiaryCompany Subsidiaries"), is a corporation ) has been duly organized, and is validly existing and in good standing standing, under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite power and authority and all necessary governmental approvals to own, lease and operate 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 (as defined below). The Each of the Company and each Subsidiary the Company Subsidiaries 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 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, have a Company Material Adverse Effect. When used in connection with the For purposes of this Agreement, "Company or any Subsidiary, the term "Material Adverse Effect" means any change in or changes, event(s), condition(s), development(s) or effect(s) that adversely affects, or may be reasonably likely to adversely affect, individually or in effect on the aggregate, the business, operations, results of operations, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) business of the Company and the Company Subsidiaries that is, or is reasonably likely to be, materially adverse to the business, financial condition, results of operations or prospects of the Company and the Company Subsidiaries taken as a whole and the value whole. Section 3.01 of the Shares, in any case, by an amount equal to at least $2,500,000; provided, however, that Company Disclosure Schedule sets forth a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting the contract manufacturing market. A true complete and complete correct list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is Company Subsidiaries. Except as set forth in Section 3.01 3.01(b) of the Company Disclosure Schedule, which has been delivered prior to the date of this Agreement by neither the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, the nor any Company does not directly or indirectly own any equity or similar interest in, or Subsidiary holds any interest convertible into in a partnership or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entityof any kind.

Organization and Qualification; Subsidiaries. Each of 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 jurisdiction of its incorporation and has the requisite power and authority and all necessary governmental approvals to own, lease and operate 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 Material Adverse Effect (as defined below). The Company 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 Material Adverse Effect. When used in connection with the Company or any Subsidiary, the term "Material Adverse Effect" means any change or changes, event(s), condition(s), development(s) or effect(s) that adversely affects, or may be reasonably likely to adversely affecteffect that, individually or in the aggregate, aggregate when taken together with any other adverse changes and effects is or is reasonably likely to be materially adverse to the business, operations, results of operations, properties, condition, condition (financial condition, cash flowsor otherwise), assets or liabilities (including, without limitation, contingent liabilities) of the Company and the Subsidiaries taken as a whole and whole), other than any effect relating to (i) the value of the SharesUnited States economy in general or, (ii) changes in economic conditions that affect, in any casegeneral, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting the contract manufacturing marketbusiness in which the Company is engaged. 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 (calculated on a fully diluted basis) of each Subsidiary owned by the Company, Company and each other Subsidiary and any third partySubsidiary, is set forth in Section 3.01 2.01 of the Disclosure Schedule, which has been Schedule previously delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.012.01, 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.

Organization and Qualification; Subsidiaries. Each of the Company and each subsidiary of the Company (a the "SubsidiaryCompany Subsidiaries"), ) is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate 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 powercorporate power and authority have not had, authority and governmental approvals would notcould not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect (as defined below). The Each of the Company and each Subsidiary the Company Subsidiaries 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 nothave not had, individually or in the aggregate, and could not reasonably be expected to have a Company Material Adverse Effect. When used in connection with the Company or any Subsidiary, the The term "Company Material Adverse Effect" means any change in or changes, event(s), condition(s), development(s) or effect(s) that adversely affects, or may be reasonably likely to adversely affect, individually or in effect on the aggregate, the business, operations, results of operations, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) business of the Company and the Company Subsidiaries that is materially adverse to the business of the Company and the Company Subsidiaries taken as a whole (but judged in light of the fact that the Company is an unprofitable start-up operation and the value of the SharesCompany contemplated by the aggregate Merger Consideration), in except for any case, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect such changes or effects resulting from general economic conditions or conditions generally arising in connection with (i) any occurrence or condition affecting the contract manufacturing market. A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage any of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned by the Companyonline, each other Subsidiary and any third partye-commerce, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, the Company does not directly visual image or indirectly own any equity art or similar interest inart print industries generally, or (ii) any interest convertible into changes in economic, market, regulatory or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entitypolitical conditions.

Organization and Qualification; Subsidiaries. (a) Each of the Company and each subsidiary of the Persons in which the Company owns or controls, directly or indirectly, at least a fifty percent voting or economic interest (a collectively, the "SubsidiaryCompany Subsidiaries"), is a corporation ) has been duly organized, and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite power and authority and all necessary governmental approvals to own, lease and operate 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 notcould not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect (as defined below)Effect. The Each of the Company and each Subsidiary the Company Subsidiaries 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 notcould not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. When used in connection with the For purposes of this Agreement, "Company or any Subsidiary, the term "Material Adverse Effect" means any change change, event or changeseffect (i) in, event(s), condition(s), development(s) on or effect(s) relating to the business of the Company and the Company Subsidiaries that adversely affectsis, or may be is reasonably likely to adversely affectbe, individually or in the aggregate, materially adverse to the business, operationsassets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise), prospects or results of operationsoperations of the Company and the Company Subsidiaries taken as a whole, propertiesother than (A) any change or effect arising out of general economic conditions in the United States or (B) a change in the market price of the Company Common Stock not accompanied by one or more other changes, condition, financial condition, cash flows, assets events or liabilities effects of the type described above in this clause (i); or (ii) that may prevent or materially delay the performance of this Agreement or the Related Agreements by the Company or any of the Company Subsidiaries or the consummation of the transactions contemplated by this Agreement or the Related Agreements (including, without limitation, contingent liabilities) of the Company Mergers and the Subsidiaries taken as a whole and the value of the Shares, in any case, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting the contract manufacturing market. 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 (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"Related Transactions). Except as disclosed in such Section 3.01, 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.

Organization and Qualification; Subsidiaries. Each of the The Company is duly incorporated and each subsidiary of the Company (a "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation Delaware, and has the requisite power and authority and all necessary governmental approvals authorization to own, lease and operate own its properties and to carry on its business as described in the Company’s SEC Documents. The Company is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it is now being conductedmakes such qualification necessary, except where to the extent that the failure to be so organized, existing qualified or be in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company 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, not have a Material Adverse Effect. When As used in connection with the Company or any Subsidiarythis Agreement, the term "“Material Adverse Effect" ” means any change or changes, event(s), condition(s), development(smaterial adverse effect on (i) or effect(s) that adversely affects, or may be reasonably likely to adversely affect, individually or in the aggregate, the business, operations, results of operations, properties, conditionassets, liabilities, operations (including results thereof), or condition (financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilitiesotherwise) of the Company, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company to perform any of its obligations under any of the Transaction Documents, provided, however, that none of the following shall constitute, or shall be considered in determining whether there has occurred, and no event, circumstance, change or effect resulting from or arising out of any of the Subsidiaries taken following shall constitute, a Material Adverse Effect: (A) the announcement of the execution of this Agreement; (B) changes in the national or world economy or financial markets as a whole or changes in general economic conditions that affect the industries in which the Company conducts its business, so long as such changes or conditions do not adversely affect the Company in a materially disproportionate manner relative to other similarly situated participants in the industries or markets in which they operate; (C) any change in applicable law, rule or regulation or GAAP or interpretation thereof after the date hereof, so long as such changes do not adversely affect the Company, in a materially disproportionate manner relative to other similarly situated participants in the industries or markets in which they operate; (D) the failure, in and the value of itself, of the SharesCompany to meet any published or internally prepared estimates of revenues, in any caseearnings or other financial projections, by an amount equal to at least $2,500,000performance measures or operating statistics; provided, however, that the facts and circumstances underlying any such failure may, except as may be provided in subsections (A), (B), (C), (E), and (F) of this definition, be considered in determining whether a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions has occurred; (E) a decline in the price, or conditions generally affecting a change in the contract manufacturing market. A true trading volume, of the Company Common Stock on the Principal Market (as defined below); and complete list of all the Subsidiaries, together (F) compliance with the jurisdiction of incorporation of each Subsidiary terms of, and the percentage of the outstanding capital stock taking any action required by, this Agreement. The Company has no significant subsidiaries (calculated on a fully diluted basisas such term is defined in Rule 1-02(w) of each Subsidiary owned Regulation S-X promulgated by the Company, each other Subsidiary Commission) and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, the Company does not own any beneficial interest, directly or indirectly own any equity or similar interest inindirectly, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, in any corporation, partnership, joint venture or other business association or entity.

Organization and Qualification; Subsidiaries. Each of the The Company is duly incorporated and each subsidiary of the Company (a "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation Delaware, and has the requisite power and authority and all necessary governmental approvals authorization to own, lease and operate own its properties and to carry on its business as described in the Company’s SEC Documents. The Company is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it is now being conductedmakes such qualification necessary, except where to the extent that the failure to be so organized, existing qualified or be in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company 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, not have a Material Adverse Effect. When As used in connection with the Company or any Subsidiarythis Agreement, the term "“Material Adverse Effect" ” means any change or changes, event(s), condition(s), development(smaterial adverse effect on (i) or effect(s) that adversely affects, or may be reasonably likely to adversely affect, individually or in the aggregate, the business, operations, results of operations, properties, conditionassets, liabilities, operations (including results thereof), or condition (financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilitiesotherwise) of the Company, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company to perform any of its obligations under any of the Transaction Documents; , provided, however, that none of the following shall constitute, or shall be considered in determining whether there has occurred, and no event, circumstance, change or effect resulting from or arising out of any of the Subsidiaries taken following shall constitute, a Material Adverse Effect: (A) the announcement of the execution of this Agreement; (B) changes in the national or world economy or financial markets as a whole or changes in general economic conditions that affect the industries in which the Company conducts its business, so long as such changes or conditions do not adversely affect the Company in a materially disproportionate manner relative to other similarly situated participants in the industries or markets in which they operate; (C) any change in applicable law, rule or regulation or GAAP or interpretation thereof after the date hereof, so long as such changes do not adversely affect the Company, in a materially disproportionate manner relative to other similarly situated participants in the industries or markets in which they operate; (D) the failure, in and the value of itself, of the SharesCompany to meet any published or internally prepared estimates of revenues, in any caseearnings or other financial projections, by an amount equal to at least $2,500,000performance measures or operating statistics; provided, however, that the facts and circumstances underlying any such failure may, except as may be provided in subsections (A), (B), (C), (E), and (F) of this definition, be considered in determining whether a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions has occurred; (E) a decline in the price, or conditions generally affecting a change in the contract manufacturing market. A true trading volume, of the Company Common Stock on the Principal Market (as defined below); and complete list of all the Subsidiaries, together (F) compliance with the jurisdiction of incorporation of each Subsidiary terms of, and the percentage of the outstanding capital stock taking any action required by, this Agreement. The Company has no significant subsidiaries (calculated on a fully diluted basisas such term is defined in Rule 1-02(w) of each Subsidiary owned Regulation S-X promulgated by the Company, each other Subsidiary Commission) and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, the Company does not own any beneficial interest, directly or indirectly own any equity or similar interest inindirectly, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, in any corporation, partnership, joint venture or other business association or entity.

Organization and Qualification; Subsidiaries. (a) Each of the Company and each subsidiary of the Company (a "Subsidiary"), its subsidiaries is a corporation or legal entity duly organizedorganized or formed, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing), under the laws Laws of the its jurisdiction of its incorporation organization or formation and has the requisite corporate, partnership or limited liability company power and authority and all necessary governmental approvals to own, lease and operate 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 notnot have, individually or in the aggregate, have a Company Material Adverse Effect (as defined below)Effect. The Each of the Company and each Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation or legal entity to do business, and is in good standing (with respect to jurisdictions that recognize the concept of good standing), in each jurisdiction where in which 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 where the failure to be so qualified or licensed and or to be in good standing that would notnot have, individually or in the aggregate, have a Company Material Adverse Effect. (b) Section 3.1(b) of the Company Disclosure Letter sets forth a list of each subsidiary of the Company. When used in connection with Section 3.1(b) of the Company Disclosure Letter also sets forth the jurisdiction of organization of each subsidiary of the Company and the class, number and percentage of outstanding equity interests (including partnership interests and limited liability company interests) owned by the Company or its subsidiaries and any Subsidiaryother Person of each subsidiary of the Company. Except for such subsidiaries disclosed in Section 3.1(b) of the Company Disclosure Letter, the term "Company does not own, directly or indirectly, any capital stock or other voting or equity securities or interests in any Person that is material to the business of the Company and its subsidiaries, taken as a whole. (c) For purposes of this Agreement, “Company Material Adverse Effect" ” means any change change, event, circumstance, effect or changesoccurrence (whether or not constituting a breach of a representation, event(s), condition(s), development(swarranty or covenant set forth in this Agreement) or effect(s) that adversely affects, or may be reasonably likely to adversely affectthat, individually or in the aggregateaggregate with any such other changes, events, circumstances, effects or occurrences, (1) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, operations, financial condition or results of operations, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) operations of the Company and the Subsidiaries its subsidiaries taken as a whole and whole, or (2) would prevent or materially impair or delay the value transactions contemplated by this Agreement, other than (in the case of clause (1) above) any change, event, circumstance, effect or occurrence resulting from (i) changes in general economic, business or geopolitical conditions, or in the financial, credit or securities markets in general (including changes in interest rates, exchange rates, stock, bond and/or debt prices) in any country or region in which the Company or any of its subsidiaries conducts business; (ii) changes or developments in any of the Sharesindustries in which the Company or its subsidiaries operate; (iii) changes, in any case, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting the contract manufacturing market. 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 (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to after the date of this Agreement, in Laws applicable to the Company, its subsidiaries or any of their respective properties or assets or changes, after the date of this Agreement, in U.S. generally accepted accounting principles (“GAAP”) or rules and policies of the Public Company Accounting Oversight Board; (iv) any natural or man-made disasters or acts of war (whether or not declared), sabotage or terrorism, or armed hostilities, or any escalation or worsening thereof, in each case occurring after the date of this Agreement; (v) the entry into, announcement or performance of this Agreement and the transactions contemplated hereby (including compliance with the covenants set forth herein and any action taken or omitted to be taken by the Company at the written request of or with the written consent of Parent or Merger Sub but excluding the obligation to Parent comply with Section 5.1) other than for purposes of the representation in Section 3.5; (vi) any change in the "Disclosure Schedule"market price or trading volume of the Shares or any failure to meet internal or published projections, forecasts, budgets, estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period (provided, that the underlying cause of such change or failure shall not be excluded pursuant to this exception (vi). Except as disclosed in such Section 3.01); (vii) any loss of, or change in, the relationship of the Company does not directly or indirectly own any equity of the Company’s subsidiaries, contractual or similar interest inotherwise, with its customers, suppliers, vendors, lenders, employees, investors, or venture partners arising out of or related to the execution, delivery or performance of this Agreement, the consummation of the transactions contemplated hereby or the announcement of any interest convertible into of the foregoing; or exchangeable or exercisable for (viii) any equity or similar interest in, any corporation, partnership, joint venture litigation arising from allegations of a breach of fiduciary duty or other business association violation of applicable Law arising out of or entityrelating to this Agreement or the transactions contemplated by this Agreement; except in the cases of clauses (i), (ii), (iii) and/or (iv) above, to the extent that the Company and its subsidiaries, taken as a whole, are materially and disproportionately affected thereby as compared with other participants in the industries in which the Company and its subsidiaries primarily operate (in which case the incremental, material and disproportionate impact or impacts may be taken into account in determining whether there has been, or is reasonably expected to be, a Company Material Adverse Effect).

Organization and Qualification; Subsidiaries. (a) Each of the Company Viacom and each subsidiary of the Company Material Viacom Subsidiary (a "Subsidiary"), as defined below) is a corporation corporation, partnership or other legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite power and authority and all necessary governmental approvals to own, lease and operate 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 Viacom Material Adverse Effect (as defined below). The Company Viacom and each Material Viacom 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 Viacom Material Adverse Effect. When used in connection with the Company or any Subsidiary, the The term "Viacom Material Adverse Effect" means any change or changes, event(s), condition(s), development(s) effect that is or effect(s) that adversely affects, or may would be reasonably likely materially adverse to adversely affect, individually or in the aggregate, the business, operations, results of operations, properties, condition, operations or financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) condition of the Company Viacom and the Subsidiaries Viacom Subsidiaries, taken as a whole whole; provided that from and after the Subscription Date, the term "Viacom Material Adverse Effect", for purposes of Article IV and Section 7.03(a) only, shall be changed to mean any change or effect that is or would be materially adverse to the financial condition of Viacom and the value of the SharesViacom Subsidiaries, taken as a whole, excluding any changes or effects caused by changes in any case, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions changes generally affecting the contract manufacturing market. 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 (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, 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 entityViacom's industry.

Organization and Qualification; Subsidiaries. Each of the Company and each subsidiary of the Company its Subsidiaries (a "Subsidiary"), as defined below) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation and has the all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business businesses as it is now being conductedconducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification, except where the failure to be so organized, existing qualified or in good standing or to have such powerpower or authority, authority and governmental approvals would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). The Company has heretofore delivered or made available to Purchaser accurate and complete copies of the articles of incorporation and by-laws and other organizational documents, as currently in effect, of the Company and each of its Subsidiaries. As used in this Agreement, "Subsidiary" shall mean, with respect to any party, any corporation or other organization, whether incorporated or unincorporated or domestic or foreign to the United States of which (i) such party or any other Subsidiary of such party is duly qualified a general partner or licensed as (ii) at least a foreign corporation to do business, and is in good standing, in each jurisdiction where the character majority of the properties ownedsecurities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is, leased directly or operated indirectly, owned or controlled by it such party or the nature by any one or more of its business makes Subsidiaries, or by such qualification party and one or licensing necessarymore of its Subsidiaries, except excluding all investment funds (whether organized as partnerships, corporations, limited liability companies or any other type of entity) for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Material Adverse Effect. When used in connection with which the Company or any Subsidiaryentity, directly or indirectly, controlled by the Company acts as general partner, investment advisor or investment manager (collectively, "Conning Investment Funds"). The term "Company Material Adverse Effect" means any event, change in or changeseffect on the business of the Company or its Subsidiaries, event(s)taken as a whole, condition(s), development(sthat is or would reasonably be expected to be materially adverse to (i) or effect(s) that adversely affects, or may be reasonably likely to adversely affect, individually or in the aggregate, the business, operations, results of operations, properties (including intangible properties, condition), financial condition, cash flowsassets, assets agreements or liabilities employee base of the Company and its Subsidiaries, taken as a whole, or (includingii) the ability of the Company to consummate the transactions contemplated hereby or to perform its obligations under this Agreement, without limitationexcept in the case of either clause (i) or clause (ii) any change or effect arising out of (x) a decline or deterioration in the economy in general or the asset management or capital markets in which the Company and its Subsidiaries operate, contingent liabilities(y) this Agreement or the transactions contemplated hereby or the announcement thereof, or (z) any event caused primarily by any actions of Parent or its affiliates. Section 4.1(a) of the Company and the Subsidiaries taken as Disclosure Schedule sets forth a whole and the value of the Shares, in any case, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting the contract manufacturing market. 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 (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, 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's Subsidiaries.