Common use of Organization, Standing and Power; Subsidiaries Clause in Contracts

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as presently proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 3.1(a) of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except for such failures to be so organized, qualified or in good standing, individually or in the aggregate, that are not reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, the term “Company Material Adverse Effect” means any change, event, circumstance or development with respect to, or effect on (any such change, event, circumstance, development or effect, an “Effect”), the following that is, or would reasonably be expected to be, either individually or in the aggregate with all such other changes, events, circumstances or developments, materially adverse to (i) the business, assets, liabilities, capitalization, financial condition, or results of operations of the Company and its Subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement; provided however that none of the following of itself shall be deemed to constitute a Company Material Adverse Effect: (a) any Effect that results from changes affecting the industry in which the Company operates generally (which changes do not disproportionately affect the Company or its Subsidiaries), (b) any Effect that results from changes affecting general United States or worldwide economic or capital market conditions (which changes do not disproportionately affect the Company or its Subsidiaries) or (c) any Effect that results from compliance by the Company or its Subsidiaries with the terms of this Agreement. An adverse change in the stock price of the Company Common Stock shall not, in and of itself, be deemed to have a Company Material Adverse Effect. For the avoidance of doubt, the Parties agree that the terms “material”, “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Company Material Adverse Effect in the third to last sentence of this paragraph or Buyer Material Adverse Effect in Section 4.1. (b) Section 3.1(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all of the Company’s Subsidiaries and the Company’s direct or indirect equity interest therein. Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, neither the Company nor any Subsidiary (as defined below in this Section 3.1(b)) of it directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, and neither the Company, nor any Subsidiary of it, has, at any time, been a general partner or managing member of any general partnership, limited partnership, limited liability company or other entity. As used in this Agreement, the term “Subsidiary” means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner or a managing member, (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests. (c) The Company has provided to the Buyer complete and accurate copies of the Certificate of Incorporation and Bylaws of the Company and of the charter, bylaws or other organizational documents, each as amended to date, of each Subsidiary of the Company. Neither the Company nor any of its Subsidiaries is in violation of any provision of its respective Certificate of Incorporation, Bylaws or other organizational documents.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as presently proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 3.1(a) of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except for such failures to be so organized, qualified or in good standing, individually or in the aggregate, that are have not had, and could not reasonably likely be expected to have have, a Company Material Adverse Effect. For purposes of this Agreement, the term “Company Material Adverse Effect” means (except as provided below) any material adverse change, event, circumstance or development with respect to, or material adverse effect on (any such change, event, circumstance, development or effect, an “Effect”), the following that is, or would reasonably be expected to be, either individually or in the aggregate with all such other changes, events, circumstances or developments, materially adverse to (i) the business, assets, liabilities, capitalization, financial condition, or results of operations or workforce of the Company and its Subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated by this AgreementAgreement or (iii) the ability of the Buyer to operate the business of the Company and each of its Subsidiaries immediately after the Closing; provided provided, however that none of the following of itself following, to the extent occurring after the date hereof, shall constitute, or be deemed to constitute taken into account in determining whether there has been, a Company Material Adverse Effect: (ai) any Effect adverse change (including, without limitation, any loss of employees, cancellation of (or reduction of or delay in) customer orders, reduction in revenue or net income or disruption of business relationships) that results from changes (A) investment banking, legal, accounting or other expenses incurred in connection with or relating to the transactions contemplated by this Agreement, (B) conditions generally affecting the industry in which United States economy or markets or the Company operates software or telecommunications industries generally (which changes to the extent they do not disproportionately affect the Company and its Subsidiaries taken as a whole or its Subsidiaries)(C) acts of war, (b) any Effect that results from changes affecting general United States armed hostilities or worldwide economic or capital market conditions (which changes terrorism to the extent they do not disproportionately affect the Company or and its Subsidiaries) or Subsidiaries taken as a whole, (cii) any Effect that results from compliance by the Company or its Subsidiaries with the terms of this Agreement. An adverse change in the stock price revenue of the Company Common Stock shall notand its Subsidiaries taken as a whole that the Company proves resulted from the announcement or pendency of the transactions contemplated by this Agreement, in (iii) the direct and foreseeable effect of itselfany unreasonable refusal by the Buyer to consent to any reasonable request by the Company to take any action otherwise prohibited by clauses (j), be deemed to have a Company Material Adverse Effect(k), (l), (n), (o), (q), (r) and (t) of Section 5.1 of this Agreement or (iv) any breach of this Agreement by the Buyer or any of its Affiliates. For the avoidance of doubt, the Parties parties agree that the terms “material”, “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Company Material Adverse Effect in the third to last prior sentence of this paragraph or Buyer Material Adverse Effect in Section 4.1. (b) Section 3.1(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all of the Company’s Subsidiaries and the Company’s direct or indirect equity interest therein. Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, neither the Company nor any Subsidiary (as defined below in this Section 3.1(b)) of it directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, and neither the Company, nor any Subsidiary of it, has, at any time, been a general partner or managing member of any general partnership, limited partnership, limited liability company or other entity. As used in this Agreement, the term “Subsidiary” means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner or a managing member, (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests. (c) The Company has provided to the Buyer complete and accurate copies of the Certificate of Incorporation and Bylaws of the Company and of the charter, bylaws or other organizational documents, each as amended to date, of each Subsidiary of the Company. Neither the Company nor any of its Subsidiaries is in violation of any provision of its respective Certificate of Incorporation, Bylaws or other organizational documents.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as presently proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 3.1(a4.1(a) of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except for such failures to be so organized, qualified or in good standing, individually or in the aggregate, that are have not had, and could not reasonably likely be expected to have a Company Material Adverse Effect. For purposes of this Agreement, the term “Company Material Adverse Effect” means any change, event, circumstance or development with respect to, or effect on (any such change, event, circumstance, development or effect, an “Effect”), the following that is, or would reasonably be expected to be, either individually or in the aggregate with all such other changes, events, circumstances or developments, materially adverse to (i) the business, assets, liabilities, capitalization, financial condition, or results of operations of the Company and its Subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement; provided however that none of the following of itself shall be deemed to constitute a Company Material Adverse Effect: (a) any Effect that results from changes affecting the industry in which the Company operates generally (which changes do not disproportionately affect the Company or its Subsidiaries), (b) any Effect that results from changes affecting general United States or worldwide economic or capital market conditions (which changes do not disproportionately affect the Company or its Subsidiaries) or (c) any Effect that results from compliance by the Company or its Subsidiaries with the terms of this Agreement. An adverse change in the stock price of the Company Common Stock shall not, in and of itself, be deemed to have a Company Material Adverse Effect. For the avoidance of doubt, the Parties agree that the terms “material”, “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Company Material Adverse Effect in the third to last sentence of this paragraph or Buyer Material Adverse Effect in Section 4.1. (b) Section 3.1(b4.1(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all of the Company’s Subsidiaries and the Company’s direct or indirect equity interest therein. Except as set forth in Section 3.1(b4.1(b) of the Company Disclosure Schedule, neither the Company nor any Subsidiary (as defined below in this Section 3.1(b)) of it its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, and neither the Company, nor any Subsidiary of itits Subsidiaries, has, at any time, owned any Subsidiary or been a general partner or managing member of any general partnership, limited partnership, limited liability company or other entity. As used in this Agreement, the term “Subsidiary” means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, Table of which (i) such party or any other Subsidiary of such party is a general partner or a managing member, (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests.Contents (c) The Company has provided delivered to the Buyer complete and accurate copies of the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Company and of the charter, bylaws by-laws or other organizational documents, each as amended to date, documents of each Subsidiary of the Company, in each case as amended to date. Neither the The Company nor any is not in default under, or in violation of, its certificate of incorporation or by-laws, and each of its Subsidiaries is not in violation of any provision of its respective Certificate of Incorporation, Bylaws or other comparable organizational documents.

Organization, Standing and Power; Subsidiaries. (a) Each of the The Company and its Subsidiaries is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary is an entity that is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of its incorporationorganization or formation (except, in the case of good standing, any jurisdiction that does not recognize such concept), except in the case of the Subsidiaries where the failure to be so organized, exist or be in good standing, individually or in the aggregate with any such other failures, would not reasonably be expected to have a Company Material Adverse Effect. The Company and each Subsidiary has all the requisite corporate power and authority to own, lease and operate own its properties and assets and to carry on its business as now being conducted and as presently proposed to be conducted, conduct the Business and is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 3.1(a(to the extent the concept is recognized by such jurisdiction) of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the character of the properties it owns, operates or leases or where the nature of its activities makes business requires such qualification necessaryor licensing, except for where the failure to have such failures power or to be so organized, qualified or and in good standing, individually or in the aggregateaggregate with any such other failures, that are would not reasonably likely be expected to have a Company Material Adverse Effect. For purposes The Company is not in violation in any material respect of this Agreementany of the provisions of its certificate of incorporation or bylaws, the term “Company Material Adverse Effect” means any change, event, circumstance or development with respect to, or each as in effect on (any such change, event, circumstance, development or effect, an “Effect”), the following that is, or would reasonably be expected to be, either individually or in the aggregate with all such other changes, events, circumstances or developments, materially adverse to (i) the business, assets, liabilities, capitalization, financial condition, or results of operations of the Company and its Subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement; provided however that none of the following of itself shall be deemed to constitute a Company Material Adverse Effect: (a) any Effect that results from changes affecting the industry in which the Company operates generally (which changes do not disproportionately affect the Company or its Subsidiaries), (b) any Effect that results from changes affecting general United States or worldwide economic or capital market conditions (which changes do not disproportionately affect the Company or its Subsidiaries) or (c) any Effect that results from compliance by the Company or its Subsidiaries with the terms of this Agreement. An adverse change in the stock price of the Company Common Stock shall not, in and of itself, be deemed to have a Company Material Adverse Effect. For the avoidance of doubt, the Parties agree that the terms “material”, “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Company Material Adverse Effect in the third to last sentence of this paragraph or Buyer Material Adverse Effect in Section 4.1Date. (b) Section 3.1(bThe Company has made available to Parent a true, correct and complete copy of the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of the Company and each Subsidiary that is a “significant subsidiary” (as defined in Rule 12b-2 promulgated under the Exchange Act) of the Company Disclosure Company, in each case as amended through the Agreement Date. No such Subsidiary is in violation in any material respect of any of the provisions of its certificate of incorporation or bylaws or equivalent organizational or governing documents, in each case as in effect as of the Agreement Date. Schedule 3.1(b) sets forth a true, correct and complete list, as of the Agreement Date, of such Subsidiaries and accurate list their respective jurisdictions of organization or formation. All of the issued and outstanding shares of capital stock of each Subsidiary are duly authorized, validly issued, fully paid and non-assessable (in any jurisdiction that recognizes such concepts), are owned by the Company or another Subsidiary (except for de minimis equity interests held by another person as required under Applicable Law of jurisdictions outside the United States) free and clear of all Encumbrances other than Permitted Encumbrances, and are not subject to any preemptive right or right of the Company’s Subsidiaries and the Company’s direct or indirect equity interest therein. Except as set forth first refusal, other than in Section 3.1(b) favor of the Company Disclosure Scheduleor a Subsidiary, neither created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or any Contract to which the Company nor or such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts to which the Company or any Subsidiary (as defined below in this Section 3.1(b)) is party or by which the Company or any Subsidiary is bound with respect to the issued or unissued capital stock or other securities of it any Subsidiary, or otherwise obligating the Company or any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities, including any stockholder rights plans, “poison pill” anti-takeover plans or other similar devices. Other than the Subsidiaries, the Company does not directly or indirectly owns own any equity, membership, partnership equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity, membership, partnership equity or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, and neither the Company, nor any Subsidiary of it, has, at any time, been a general partner or managing member of any general partnership, limited partnership, limited liability company or other entityPerson. As used in this Agreement, the term “Subsidiary” means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner or a managing member, (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests. (c) The Company has provided to the Buyer complete and accurate copies of the Certificate of Incorporation and Bylaws There are no outstanding obligations of the Company and or any of the charter, bylaws Subsidiaries under any Contract to which it is a party or by which it is bound to make any equity or other organizational documentsinvestment (in the form of a capital contribution or otherwise) in, each as amended to date, of each Subsidiary of the Company. Neither any other Person (other than the Company nor any or a Subsidiary) in an amount in excess of its Subsidiaries is $150,000 in violation respect of any provision of its respective Certificate of Incorporation, Bylaws or other organizational documentssingle Person.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries (as defined below) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as presently proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 3.1(a) of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except for such failures failure to be so organized, qualified or in good standingqualified, individually or in the aggregate, that are not would be reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, the term “Company Material Adverse Effect” means any change, event, circumstance or development with respect to, or material adverse effect on (any such change, event, circumstance, development or effect, an “Effect”), the following that is, or would reasonably be expected to be, either individually or in the aggregate with all such other changes, events, circumstances or developments, materially adverse to (i) the business, assets, liabilities, capitalizationproperties, financial condition, or results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or (ii) to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement; provided however that none of Agreement or the following of itself shall be deemed to constitute Company Stock Option Agreement (a "Company Material Adverse Effect: "); provided, however, that "Company Material Adverse Effect" shall not include any adverse change, effect or event that (ai) is demonstrably shown to have been proximately caused by the announcement or pendency of the Merger, (ii) is caused by any Effect that results from changes affecting breach of any representation, warranty or covenant by the industry Buyer or the Transitory Subsidiary, or (iii) applies generally to any entity engaged in the same business in which the Company operates generally (which changes do not disproportionately affect the Company or its Subsidiaries), (b) any Effect that results from changes affecting general United States or worldwide economic or capital market conditions (which changes do not disproportionately affect the Company or its Subsidiaries) or (c) any Effect that results from compliance by the Company or its Subsidiaries with the terms of this Agreement. An adverse change in the stock price of the Company Common Stock shall not, in and of itself, be deemed to have a Company Material Adverse Effect. For the avoidance of doubt, the Parties agree that the terms “material”, “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Company Material Adverse Effect in the third to last sentence of this paragraph or Buyer Material Adverse Effect in Section 4.1is engaged. (b) Section 3.1(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all of the Company’s Subsidiaries and the Company’s direct or indirect equity interest therein. Except as set forth in Section 3.1(b) of the Company Disclosure ScheduleSEC Reports (as defined in Section 3.4) filed prior to the date of this Agreement, neither the Company nor any Subsidiary (as defined below in this Section 3.1(b)) of it its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, and neither the Company, nor any Subsidiary of it, has, at any time, been a general partner or managing member of any general partnership, limited partnership, limited liability company or other entity. As used in this Agreement, the term “word "Subsidiary” " means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a managing membermajority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests. (c) The Company has provided to the Buyer complete and accurate copies of the Certificate of Incorporation and Bylaws of the Company and of the charter, bylaws or other organizational documents, each as amended to date, of each Subsidiary of the Company. Neither the Company nor any of its Subsidiaries is in violation of any provision of its respective Certificate of Incorporation, Bylaws or other organizational documents.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporationincorporation or organization, has all the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as presently proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 3.1(a) of except where the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except for such failures to be so organized, existing and in good standing or to have such power and authority, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failures so to qualify or to be in good standing, individually or in the aggregate, that are would not reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, the term “Company Material Adverse Effect” means any change, event, circumstance or development with respect to, or effect on (any such change, event, circumstance, development or effect, an “Effect”), the following that is, or would reasonably be expected to behave a Material Adverse Effect on the Company. The copies of the certificate of incorporation and bylaws of the Company, either individually which were previously furnished or made available to Parent, are true, complete and correct copies of such documents as in effect on the aggregate date of this Agreement. As used in this agreement, the term "Material Adverse Effect" means, ----------------------- with all such other changesrespect to any entity, eventsany event, circumstances change, circumstance or developments, effect that is or is reasonably likely to be materially adverse to (i) the business, assets, liabilities, capitalization, financial condition, condition or results of operations of the Company such entity and its Subsidiaries, Subsidiaries taken as a whole, other than any event, change, circumstance or effect relating to (v) the economy or financial markets in general, (w) the industries in which such entity operates in general and not specifically relating to (or having the effect of specifically relating to or having a materially disproportionate effect (relative to most other industry participants) on) such entity, (x) the announcement or pendency of the Offer or the Merger, (y) changes after the date hereof in laws or regulations relating to the design, manufacture or distribution of contact lenses or (z) a change in the market price or trading volume of the shares of such entity (provided that a change in the market price or trading price may be used, if applicable, as evidence of some other event, change, circumstance or effect that has or is reasonably likely to have a Material Adverse Effect), or (ii) the ability of the Company such entity to consummate the transactions contemplated by this Agreement; provided however that none of the following of itself shall be deemed to constitute a Company Material Adverse Effect: (a) any Effect that results from changes affecting the industry in which the Company operates generally (which changes do not disproportionately affect the Company or its Subsidiaries), (b) any Effect that results from changes affecting general United States or worldwide economic or capital market conditions (which changes do not disproportionately affect the Company or its Subsidiaries) or (c) any Effect that results from compliance by the Company or its Subsidiaries with the terms of this Agreement. An adverse change in the stock price of the Company Common Stock shall not, in and of itself, be deemed to have a Company Material Adverse Effect. For the avoidance of doubt, the Parties agree that the terms “material”, “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Company Material Adverse Effect in the third to last sentence of this paragraph or Buyer Material Adverse Effect in Section 4.1Transactions. (b) Section 3.1(b) of the Company Disclosure Schedule Letter sets forth a complete all the Subsidiaries of the Company which, as of the date of this Agreement, are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC) . All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and accurate list are fully paid and nonassessable and are, except as set forth on the Company Disclosure Letter, owned directly or indirectly by the Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction ----- (including any restriction on the Company’s Subsidiaries and the Company’s direct right to vote, sell or indirect equity interest thereinotherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth in Section 3.1(bthe Company Reports (as defined below) filed prior to the date hereof, as of the Company Disclosure Scheduledate of this Agreement, neither the Company nor any Subsidiary (as defined below in this Section 3.1(b)) of it its Subsidiaries directly or indirectly owns any equity, membership, partnership equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest infor, any corporation, partnership, joint venture, limited liability company venture or other business association or entityentity (other than Subsidiaries), whether incorporated that is or unincorporated, and neither the Company, nor any Subsidiary of it, has, at any time, been a general partner or managing member of any general partnership, limited partnership, limited liability company or other entity. As used in this Agreement, the term “Subsidiary” means, with respect would reasonably be expected to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner or a managing member, (ii) such party and/or one or more of its Subsidiaries holds voting power be material to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests. (c) The Company has provided to the Buyer complete and accurate copies of the Certificate of Incorporation and Bylaws of the Company and of the charter, bylaws or other organizational documents, each as amended to date, of each Subsidiary of the Company. Neither the Company nor any of its Subsidiaries is in violation of any provision of its respective Certificate of Incorporation, Bylaws or other organizational documentstaken as a whole.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as presently proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 3.1(a4.1(a) of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except for such failures to be so organized, qualified or in good standing, individually or in the aggregate, that are have not had, and could not reasonably likely be expected to have a Company Material Adverse Effect. For purposes of this Agreement, the term “Company Material Adverse Effect” means any change, event, circumstance or development with respect to, or effect on (any such change, event, circumstance, development or effect, an “Effect”), the following that is, or would reasonably be expected to be, either individually or in the aggregate with all such other changes, events, circumstances or developments, materially adverse to (i) the business, assets, liabilities, capitalization, financial condition, or results of operations of the Company and its Subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement; provided however that none of the following of itself shall be deemed to constitute a Company Material Adverse Effect: (a) any Effect that results from changes affecting the industry in which the Company operates generally (which changes do not disproportionately affect the Company or its Subsidiaries), (b) any Effect that results from changes affecting general United States or worldwide economic or capital market conditions (which changes do not disproportionately affect the Company or its Subsidiaries) or (c) any Effect that results from compliance by the Company or its Subsidiaries with the terms of this Agreement. An adverse change in the stock price of the Company Common Stock shall not, in and of itself, be deemed to have a Company Material Adverse Effect. For the avoidance of doubt, the Parties agree that the terms “material”, “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Company Material Adverse Effect in the third to last sentence of this paragraph or Buyer Material Adverse Effect in Section 4.1. (b) Section 3.1(b4.1(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all of the Company’s Subsidiaries and the Company’s direct or indirect equity interest therein. Except as set forth in Section 3.1(b4.1(b) of the Company Disclosure Schedule, neither the Company nor any Subsidiary (as defined below in this Section 3.1(b)) of it its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, and neither the Company, nor any Subsidiary of itits Subsidiaries, has, at any time, owned any Subsidiary or been a general partner or managing member of any general partnership, limited partnership, limited liability company or other entity. As used in this Agreement, the term “Subsidiary” means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner or a managing member, (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests. (c) The Company has provided delivered to the Buyer complete and accurate copies of the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Company and of the charter, bylaws by-laws or other organizational documents, each as amended to date, documents of each Subsidiary of the Company, in each case as amended to date. Neither the The Company nor any is not in default under, or in violation of, its certificate of incorporation or by-laws, and each of its Subsidiaries is not in violation of any provision of its respective Certificate of Incorporation, Bylaws or other comparable organizational documents.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and and, where applicable as a legal concept, in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as presently proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 3.1(a) 3.1 of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except for such failures to be so organized, qualified or in good standing, individually or in the aggregate, that are have not reasonably likely to have had a Company Material Adverse Effect. For purposes of this Agreement, the term “"Company Material Adverse Effect” " means any material adverse change, event, circumstance or development with respect to, or material adverse effect on (any such change, event, circumstance, development or effect, an “Effect”), the following that is, or would reasonably be expected to be, either individually or in the aggregate with all such other changes, events, circumstances or developments, materially adverse to (i) the business, assets, liabilities, capitalization, financial condition, or results of operations of the Company and its Subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement; provided however PROVIDED, HOWEVER, that none in the case of clause (i), in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following of itself shall be deemed to constitute taken into account in determining whether there has occurred, a Company Material Adverse Effect: any adverse change, event, circumstance or development with respect to, or effect resulting from (aA) any Effect that results from changes general economic conditions or conditions generally affecting the industry in which semiconductor capital equipment and the test and measurement industries, except to the extent the Company operates generally (which changes do not is materially disproportionately affect the Company or its Subsidiaries)affected thereby, (bB) the announcement or pendency of the Merger or any Effect that results from changes affecting general United States or worldwide economic or capital market conditions other transactions expressly contemplated hereby, (which changes do not disproportionately affect the Company or its SubsidiariesC) or (c) any Effect that results from compliance by the Company or its Subsidiaries with the express terms and conditions of this Agreement. An adverse , (D) a change in the stock price or trading volume of the Company Common Stock (or any failure of the Company to meet published revenue or earnings projections), PROVIDED that clause (D) shall notnot exclude any underlying effect which may have caused such change in stock price or trading volume or failure to meet published revenue or earnings projections, (E) any change in and accounting requirements or principles or any change in applicable laws, rules or regulations or the interpretation thereof or (F) the continued incurrence of itself, be deemed to have a Company Material Adverse Effectlosses by the Company. For the avoidance of doubt, the Parties parties agree that the terms “"material”", “"materially” " or “"materiality” " as used in this Agreement with an initial lower case “"m” " shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Company Material Adverse Effect in the third to last prior sentence of this paragraph or Buyer Parent Material Adverse Effect in Section 4.1. (b) Section 3.1(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all of the Company’s Subsidiaries and the Company’s direct or indirect equity interest therein. Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, neither the Company nor any Subsidiary (as defined below in this Section 3.1(b)) of it directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, and neither the Company, nor any Subsidiary of it, has, at any time, been a general partner or managing member of any general partnership, limited partnership, limited liability company or other entity. As used in this Agreement, the term “Subsidiary” means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner or a managing member, (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests. (c) The Company has provided to the Buyer complete and accurate copies of the Certificate of Incorporation and Bylaws of the Company and of the charter, bylaws or other organizational documents, each as amended to date, of each Subsidiary of the Company. Neither the Company nor any of its Subsidiaries is in violation of any provision of its respective Certificate of Incorporation, Bylaws or other organizational documents.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and each of its Subsidiaries is a corporation corporation, limited partnership, limited liability company or limited liability partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationformation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as presently proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation entity in each jurisdiction listed in Section 3.1(a) of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which where the character of the its properties it ownsowned, operates operated or leases leased or the nature of its activities makes such qualification necessary, except for such failures to be so organized, qualified or in good standing, individually or in the aggregate, that are as would not reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, the term “Company Material Adverse Effect” means any change, event, circumstance or development with respect to, or effect on (any such change, event, circumstance, development or effect, an “Effect”), the following that is, or would reasonably be expected to be, either individually or in be material to the aggregate with all such other changes, events, circumstances or developments, materially adverse to (i) the business, assets, liabilities, capitalization, financial condition, or results of business and operations of the Company and its Subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement; provided however that none of the following of itself shall be deemed to constitute a Company Material Adverse Effect: (a) any Effect that results from changes affecting the industry in which the Company operates generally (which changes do not disproportionately affect the Company or its Subsidiaries), (b) any Effect that results from changes affecting general United States or worldwide economic or capital market conditions (which changes do not disproportionately affect the Company or its Subsidiaries) or (c) any Effect that results from compliance by the Company or its Subsidiaries with the terms of this Agreement. An adverse change in the stock price of the Company Common Stock shall not, in and of itself, be deemed to have a Company Material Adverse Effect. For the avoidance of doubt, the Parties agree that the terms “material”, “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Company Material Adverse Effect in the third to last sentence of this paragraph or Buyer Material Adverse Effect in Section 4.1. (b) Section 3.1(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all of the Company’s Subsidiaries and the Company’s direct or indirect equity interest therein. Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, neither Neither the Company nor any Subsidiary (as defined below in this Section 3.1(b)) of it its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. Section 3.1(b) of the Company Disclosure Schedule sets forth a list, complete and neither accurate in all material respects, of all of the Company, nor any Subsidiary of it, has, at any time, been a general partner ’s Subsidiaries and the Company’s direct or managing member of any general partnership, limited partnership, limited liability company or other entityindirect equity interest therein. As used in this Agreement, (i) the term “Subsidiary” means, with respect to a any party, any corporation, partnership, joint venture, limited liability company corporation or other business association or entity, whether incorporated or unincorporated, entity of which (i) such party or any other Subsidiary of such party is a general partner or a managing member, (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board voting power of directors the equity securities or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiariesequity interests is owned, directly or indirectly, owns or controls more than 50% by such party, and (ii) the term “Significant Subsidiary” means any Subsidiary of the equityCompany that (x) would be a “significant subsidiary” as defined in Article I, membershipRule 1-02 of Regulation S-X of the SEC, partnership as such regulation is in effect on the date hereof, (y) holds an FCC License (as defined in Section 3.14(a)) or similar interests. owns any operating assets of a Station or (cz) The Company has provided is otherwise material to the Buyer complete and accurate copies of the Certificate of Incorporation and Bylaws business or operations of the Company and its Subsidiaries taken as a whole. Without limiting in any way the generality of the charterforegoing, bylaws or other organizational documents, each as amended to date, of each Subsidiary of the Company. Neither the Company nor any of terms “Subsidiary” and “Significant Subsidiary” shall include TNG and its Subsidiaries is in violation of any provision of its respective Certificate of Incorporation, Bylaws or other organizational documentsSubsidiaries.

Organization, Standing and Power; Subsidiaries. (a) Each of the (i) The Company and its Subsidiaries is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware, (ii) each Subsidiary is an entity that is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of its incorporationorganization or formation (except, in the case of good standing, any jurisdiction that does not recognize such concept), and (iii) the Company and each Subsidiary has all requisite the corporate or other applicable power and authority to own, lease and operate own its properties and assets and to carry on its business as now being conducted and as presently proposed to be conducted, conduct the Business and is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction listed (to the extent the concept is recognized by such jurisdiction), except, in Section 3.1(a) the case of clause (iii), where the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except for such failures failure to be so organized, qualified or licensed or in good standing, individually or in the aggregate, that are not reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, the term “Company Material Adverse Effect” means any change, event, circumstance or development aggregate with respect to, or effect on (any such changeother failures, event, circumstance, development or effect, an “Effect”), the following that is, or would reasonably be expected to be, either individually or in the aggregate with all such other changes, events, circumstances or developments, materially adverse to (i) the business, assets, liabilities, capitalization, financial condition, or results of operations of the Company and its Subsidiaries, taken as have a whole, or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement; provided however that none of the following of itself shall be deemed to constitute a Company Material Adverse Effect: (a) any Effect that results from changes affecting the industry in which the Company operates generally (which changes do not disproportionately affect the Company or its Subsidiaries), (b) any Effect that results from changes affecting general United States or worldwide economic or capital market conditions (which changes do not disproportionately affect the Company or its Subsidiaries) or (c) any Effect that results from compliance by the Company or its Subsidiaries with the terms of this Agreement. An adverse change in the stock price of the Company Common Stock shall not, in and of itself, be deemed to have a Company Material Adverse Effect. For the avoidance of doubt, the Parties agree that the terms “material”, “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Company Material Adverse Effect in the third to last sentence of this paragraph or Buyer Material Adverse Effect in Section 4.1. (b) Section 3.1(bThe Company has made available to Parent a true, correct and complete copy of the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of the Company and each Subsidiary, in each case as amended to date. Neither the Company nor any Subsidiary is in violation of any of the provisions of its certificate of incorporation or bylaws or equivalent organizational or governing documents in any material respect. Schedule 2.1(b) of the Company Disclosure Schedule Letter sets forth a true, correct and complete and accurate list of all of the Company’s Subsidiaries and the Company’s direct or indirect equity interest therein. Except as set forth in Section 3.1(b) of the Company Disclosure Scheduleand their respective jurisdictions of organization or formation. All of the issued and outstanding shares of capital stock of each Subsidiary are duly authorized, neither validly issued, fully paid and non-assessable (in any jurisdiction that recognizes such concepts), are owned by the Company nor or another Subsidiary free and clear of all Encumbrances other than Permitted Encumbrances, and are not subject to any preemptive right or right of first refusal, other than in favor of the Company or a Subsidiary, created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or any Contract to which the Company or such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts to which the Company or any of its Subsidiaries is party or by which the Company or any of its Subsidiaries is bound with respect to the issued or unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or any Subsidiary (as defined below in this Section 3.1(b)) of it to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. Other than the Subsidiaries, the Company does not directly or indirectly owns own any equity, membership, partnership equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity, membership, partnership equity or similar interest in, any corporationPerson. There are no outstanding obligations of the Company or any of the Subsidiaries under any Contract to which it is a party or by which it is bound to make any loan to, partnership, joint venture, limited liability company or any equity or other business association investment (in the form of a capital contribution or entityotherwise) in, whether incorporated any other Person (other than the Company or unincorporateda Subsidiary) in an amount in excess of $500,000 in respect of any single Person. All obligations of the Company or any Subsidiary arising in connection with the commitment, referenced in the Company SEC Reports, to invest $3,000,000 in a company that supplies components and neither performs design work for the Company, nor any Subsidiary of it, has, at any time, ’s hardware platform have been a general partner or managing member of any general partnership, limited partnership, limited liability company or other entity. As used satisfied in this Agreement, the term “Subsidiary” means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner or a managing member, (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interestsall material respects. (c) The Company has provided made available to the Buyer Parent true, correct and complete and accurate copies of the Certificate minute books containing records of Incorporation all proceedings, consents, actions and Bylaws meetings of the Company and Board, committees of the charterCompany Board, bylaws the Company’s stockholders and the board of directors (or other organizational documents, each as amended to date, similar governing body) and equity holder(s) of each Subsidiary Subsidiary, in each case for the period from January 1, 2010 through the Agreement Date, except in each case for (i) records that discuss the Merger and other strategic matters or alternatives and (ii) draft minutes pending approval by the Company Board or a committee of the CompanyCompany Board. Neither The Company has made available to Parent true, correct and complete copies of the charters of all committees of the Company nor any Board and all codes of its Subsidiaries is conduct, whistleblower policies, disclosure committee policy or similar policies adopted by the Company Board, as in violation of any provision of its respective Certificate of Incorporationeffect on the Agreement Date, Bylaws or other organizational documentsunless the same are contained in unredacted exhibits to the Company SEC Reports.

Organization, Standing and Power; Subsidiaries. (a) Each of Parthus and the Company and its Parthus Subsidiaries (as defined in Section 3.1(b) hereof) is a corporation company duly organized, organized and validly existing and and, where applicable as a legal concept, in good standing standing, under the laws of the jurisdiction of its organization or incorporation, ; has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as presently proposed to be conducted, ; and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 3.1(a) of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which where the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, ; except for such failures to be so organized, qualified or in good standing, individually or in the aggregate, that which have not had, and are not reasonably likely to have a Company Parthus Material Adverse Effect. For purposes of this Agreement, the term “Company Parthus Material Adverse Effect” means any material adverse change, event, circumstance or or, development with respect to, or material adverse effect on (any such change, event, circumstance, development or effect, an “Effect”), the following that is, or would reasonably be expected to be, either individually or in the aggregate with all such other changes, events, circumstances or developments, materially adverse to (i) the business, assets, liabilities, capitalization, financial condition, or results of operations of Parthus and the Company and its Parthus Subsidiaries, taken as a whole, or (ii) the ability of the Company Parthus to consummate the transactions contemplated by this AgreementAgreement or the Scheme; provided however except that none of the following of itself shall be deemed to constitute a Company Material Adverse Effect: any such change, event, circumstance or development, or effect which results from (a) any Effect changes that results from changes are the result of economic factors affecting the industry in which the Company operates generally (which changes do not disproportionately affect the Company national, regional or its Subsidiaries), world economy; (b) any Effect changes that results from changes are the result of factors generally affecting general United States the specific industry or worldwide economic or capital market conditions (markets in which changes do not disproportionately affect the Company or its Subsidiaries) or Parthus competes; (c) any Effect that results adverse change, effect or circumstance primarily arising out of or resulting from compliance actions contemplated by the Company Parties in connection with this Agreement or its Subsidiaries with the terms Scheme or the pendency or announcement of the transactions contemplated by this Agreement. An adverse change Agreement or the Scheme; (d) the continued incurrence of losses by Parthus in the stock price ordinary course of its business materially consistent with previous periods; or (e) changes in law, rule or regulations or generally accepted accounting principles or the Company Common Stock interpretation thereof shall not, in and of itself, be deemed to have not constitute a Company Parthus Material Adverse Effect. For the avoidance of doubt, the Parties agree that the terms “material”, “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Company Material Adverse Effect in the third to last sentence of this paragraph or Buyer Material Adverse Effect in Section 4.1. (b) Section 3.1(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all of the Company’s Subsidiaries and the Company’s direct or indirect equity interest therein. Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, neither the Company nor any Subsidiary (as defined below in this Section 3.1(b)) of it directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, and neither the Company, nor any Subsidiary of it, has, at any time, been a general partner or managing member of any general partnership, limited partnership, limited liability company or other entity. As used in this Agreement, the term “Subsidiary” means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner or a managing member, (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests. (c) The Company has provided to the Buyer complete and accurate copies of the Certificate of Incorporation and Bylaws of the Company and of the charter, bylaws or other organizational documents, each as amended to date, of each Subsidiary of the Company. Neither the Company nor any of its Subsidiaries is in violation of any provision of its respective Certificate of Incorporation, Bylaws or other organizational documents.

Organization, Standing and Power; Subsidiaries. (ai) Each of the Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the its respective jurisdiction of its incorporationincorporation or organization, has all the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as presently proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 3.1(a) of except where the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except for such failures failure to be so organized, qualified or existing and in good standingstanding or to have such power and authority would not reasonably be expected to have, individually or in the aggregate, that are not reasonably likely to have a Company Material Adverse Effect. For purposes Effect on Company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of this Agreementits business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the term “Company Material Adverse Effect” means any change, event, circumstance failure so to qualify or development with respect to, or effect on (any such change, event, circumstance, development or effect, an “Effect”), the following that is, or to be in good standing would not reasonably be expected to behave, either individually or in the aggregate with all such other changesaggregate, events, circumstances or developments, materially adverse to (i) the business, assets, liabilities, capitalization, financial condition, or results of operations a Material Adverse Effect on Company. The copies of the articles of incorporation and by-laws of Company and its Subsidiariesmaterial Subsidiaries which were previously furnished or made available to Purchaser are true, taken complete and correct copies of such documents as a whole, or in effect on the date of this Agreement. (ii) the ability of the Company to consummate the transactions contemplated by this Agreement; provided however that none of the following of itself shall be deemed to constitute a Company Material Adverse Effect: (a) any Effect that results from changes affecting the industry in which the Company operates generally (which changes do not disproportionately affect the Company or its Subsidiaries), (b) any Effect that results from changes affecting general United States or worldwide economic or capital market conditions (which changes do not disproportionately affect the Company or its Subsidiaries) or (c) any Effect that results from compliance by the Company or its Subsidiaries with the terms of this Agreement. An adverse change in the stock price of the Company Common Stock shall not, in and of itself, be deemed to have a Company Material Adverse Effect. For the avoidance of doubt, the Parties agree that the terms “material”, “materially” or “materiality” Except as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Company Material Adverse Effect in the third to last sentence of this paragraph or Buyer Material Adverse Effect set forth in Section 4.1. (b) Section 3.1(b3.2(a) of the Company Disclosure Schedule sets forth a complete delivered by Company to Purchaser prior to the execution of this Agreement (each section of which qualifies the correspondingly numbered representation and accurate list warranty or covenant to the extent specified therein and any other representation and warranty to which its relevance is reasonably apparent) (the "COMPANY DISCLOSURE SCHEDULE"), all the outstanding shares of capital stock of, or other equity interests in, each Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by Company, free and clear of all Liens and free of any other restriction (including any restriction on the Company’s Subsidiaries and the Company’s direct right to vote, sell or indirect equity interest thereinotherwise dispose of such capital stock or other ownership interests). Except as explicitly set forth in the Company SEC Reports (as defined in Section 3.1(b3.2(d)) or in Section 3.2(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary (as defined below in this Section 3.1(b)) of it its Subsidiaries directly or indirectly owns any equity, membership, partnership equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest infor, any corporation, partnership, joint venture, limited liability company venture or other business association or entity, whether incorporated that is or unincorporated, would reasonably be expected to be material to Company and neither the Company, nor any Subsidiary of it, has, at any time, been a general partner or managing member of any general partnership, limited partnership, limited liability company or other entity. As used in this Agreement, the term “Subsidiary” means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner or a managing member, (ii) such party and/or one or more of its Subsidiaries holds voting power to elect taken as a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interestswhole. (c) The Company has provided to the Buyer complete and accurate copies of the Certificate of Incorporation and Bylaws of the Company and of the charter, bylaws or other organizational documents, each as amended to date, of each Subsidiary of the Company. Neither the Company nor any of its Subsidiaries is in violation of any provision of its respective Certificate of Incorporation, Bylaws or other organizational documents.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as presently proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 3.1(a) of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except for such failures to be so organized, qualified or in good standing, individually or in the aggregate, that have not had, and are not reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, the term “"Company Material Adverse Effect” " means any material adverse change, event, circumstance or development with respect to, or material adverse effect on (any such change, event, circumstance, development or effect, an “Effect”), the following that is, or would reasonably be expected to be, either individually or in the aggregate with all such other changes, events, circumstances or developments, materially adverse to (i) the business, assets, liabilities, capitalization, condition (financial conditionor other), or results of operations of the Company and its Subsidiaries, taken as a whole, whole or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement; provided however that none of the following of itself shall be deemed to constitute a Company Material Adverse Effect: (a) any Effect that results from changes affecting the industry in which the Company operates generally (which changes do not disproportionately affect the Company or its Subsidiaries), (b) any Effect that results from changes affecting general United States or worldwide economic or capital market conditions (which changes do not disproportionately affect the Company or its Subsidiaries) or (c) any Effect that results from compliance by the Company or its Subsidiaries with the terms of this Agreement. An adverse change in the stock price of the Company Common Stock shall not, in and of itself, be deemed to have a Company Material Adverse Effect. For the avoidance of doubt, the Parties parties agree that the terms “"material”", “"materially” " or “"materiality” " as used in this Agreement with an initial lower case “"m” " shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Company Material Adverse Effect in the third to last prior sentence of this paragraph or Buyer Material Adverse Effect in Section 4.1. (b) Section 3.1(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all of the Company’s Subsidiaries and the Company’s direct or indirect equity interest therein. Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, neither Neither the Company nor any Subsidiary (as defined below in this Section 3.1(b)) of it its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporatedunincorporated (other than a wholly owned Subsidiary of the Company or a wholly owned Subsidiary thereof), and neither the Company, nor any Subsidiary of itits Subsidiaries, has, at any time, been a general partner or managing member of any general partnership, limited partnership, limited liability company or other entity. As used in this Agreement, the term “"Subsidiary” " means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner or a managing membermember (excluding partnerships, the general partnership interests of which are held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests. (c) The Company has provided to the Buyer complete and accurate copies of the Certificate of Incorporation and Bylaws of the Company and of the charter, bylaws or other organizational documents, each as amended to date, of each Subsidiary of the Company. Neither the Company nor any of its Subsidiaries is in violation of any provision of its respective Certificate of Incorporation, Bylaws or other organizational documents.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing (to the extent that such concept is applicable) under the laws of the its jurisdiction of organization. Each of the Company and its incorporation, Subsidiaries has all requisite the corporate power and authority to own, lease and operate own its properties and assets and to carry on its business as now being conducted and as presently proposed to be conducted, conduct the Company Business and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 3.1(a) of where the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except for such failures failure to be so organized, qualified or and in good standing, individually or in the aggregate, that are not reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, the term “Company Material Adverse Effect” means any change, event, circumstance or development aggregate with respect to, or effect on (any such changeother failures, event, circumstance, development or effect, an “Effect”), the following that is, or would not reasonably be expected to be, either individually or in the aggregate with all such other changes, events, circumstances or developments, materially adverse to (i) the business, assets, liabilities, capitalization, financial condition, or results of operations of have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. The Company has made available to Parent a true, correct and complete copy of the Certificate or (ii) the ability Articles of Incorporation and Bylaws or other equivalent organizational documents, as applicable, of the Company and its Subsidiaries, in each case as amended to consummate the transactions contemplated by this Agreement; provided however that none date. None of the following of itself shall be deemed to constitute a Company Material Adverse Effect: (a) any Effect that results from changes affecting the industry in which the Company operates generally (which changes do not disproportionately affect the Company or its Subsidiaries), (b) any Effect that results from changes affecting general United States or worldwide economic or capital market conditions (which changes do not disproportionately affect the Company or its Subsidiaries) or (c) any Effect that results from compliance by the Company or of its Subsidiaries with the terms is in violation of this Agreement. An adverse change in the stock price any of the Company Common Stock shall not, in and provisions of itself, be deemed to have a Company Material Adverse Effect. For the avoidance its Certificate or Articles of doubt, the Parties agree that the terms “material”, “materially” Incorporation or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Company Material Adverse Effect in the third to last sentence of this paragraph Bylaws or Buyer Material Adverse Effect in Section 4.1equivalent organizational documents. (b) Section 3.1(b) of Schedule 2.1 to the Company Disclosure Schedule Letter sets forth a true, correct and complete and accurate list of all the Subsidiaries of the Company’s Subsidiaries . All of the issued and outstanding shares of capital stock of each such Subsidiary are duly authorized, validly issued, fully paid and nonassessable, are owned by the Company free and clear of all Encumbrances, and are not subject to any preemptive right or right of first refusal created by statute, the Certificate or Articles of Incorporation and Bylaws or other equivalent organizational documents, as applicable, of such Subsidiary or any Contract to which the Company or such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, "put" or "call" rights, exchangeable or convertible securities or other Contracts of any character relating to the issued or unissued capital stock or other securities of any of the Company’s direct 's Subsidiaries, or indirect equity interest therein. Except as set forth in Section 3.1(b) of otherwise obligating the Company Disclosure Scheduleor any of its Subsidiaries to issue, neither transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. Other than the Subsidiaries, the Company nor any Subsidiary (as defined below in this Section 3.1(b)) of it does not directly or indirectly owns own any equity, membership, partnership equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity, membership, partnership equity or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, and neither the Company, nor any Subsidiary of it, has, at any time, been a general partner or managing member of any general partnership, limited partnership, limited liability company or other entity. As used in this Agreement, the term “Subsidiary” means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner or a managing member, (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interestsPerson. (c) The Company has provided made available to the Buyer Parent or its counsel true, correct and complete and accurate in all material respects, copies of the Certificate minute books containing records of Incorporation all proceedings, consents, actions and Bylaws meetings of the board of directors, committees of the board of directors and shareholders of the Company and of its Subsidiaries since 2000 (excluding such proceedings related to the charter, bylaws or other organizational documents, each as amended to date, of each Subsidiary potential sale of the Company. Neither ), the charters of all committees of the Company nor any Board, all codes of conduct, whistleblower policies, disclosure committee policy or similar policies adopted by the Company Board. The minute books of the Company and its Subsidiaries is in violation made available to Parent contain accurate summaries of any provision all meetings of its directors and shareholders or actions by written consent of the Company and the respective Certificate of IncorporationSubsidiaries through the January 30, Bylaws or other organizational documents2008.

Organization, Standing and Power; Subsidiaries. (a) Each of the The Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporationDelaware, has all requisite corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted and as presently proposed to be conducted, and is duly licensed or qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 3.1(a) of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities business or the ownership, operation or leasing of its properties or assets makes such licensing or qualification necessary, except for such failures in those jurisdictions where the failure to be so organized, qualified or existing, in good standing, licensed or qualified or have such power or authority, individually or in the aggregate, that are would not reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, the term “Company Material Adverse Effect” means any change, event, circumstance or development with respect to, or effect on (any such change, event, circumstance, development or effect, an “Effect”), the following that is, or would reasonably be expected to be, either individually or in have a Material Adverse Effect on the aggregate with all such other changes, events, circumstances or developments, materially adverse to (i) the business, assets, liabilities, capitalization, financial condition, or results Company. The certificate of operations incorporation and by-laws of the Company Company, copies of which were furnished to Parent, are true, complete and its Subsidiaries, taken correct copies of such documents as a whole, or (ii) in effect on the ability of the Company to consummate the transactions contemplated by this Agreement; provided however that none of the following of itself shall be deemed to constitute a Company Material Adverse Effect: (a) any Effect that results from changes affecting the industry in which the Company operates generally (which changes do not disproportionately affect the Company or its Subsidiaries), (b) any Effect that results from changes affecting general United States or worldwide economic or capital market conditions (which changes do not disproportionately affect the Company or its Subsidiaries) or (c) any Effect that results from compliance by the Company or its Subsidiaries with the terms date of this Agreement. An adverse change in the stock price of the Company Common Stock shall not, in and of itself, be deemed to have a Company Material Adverse Effect. For the avoidance of doubt, the Parties agree that the terms “material”, “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Company Material Adverse Effect in the third to last sentence of this paragraph or Buyer Material Adverse Effect in Section 4.1. (b) Section 3.1(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all of the Company’s Subsidiaries and the Company’s direct or indirect equity interest therein. Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, neither the Company nor any Subsidiary (as defined below in this Section 3.1(b)) of it directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, and neither the Company, nor any Subsidiary of it, has, at any time, been a general partner or managing member of any general partnership, limited partnership, limited liability company or other entity. As used in this Agreement, the term “Subsidiary” "Material Adverse Effect" means, with respect to a partyany entity, any corporationmaterial adverse change or effect on the financial condition, partnershipproperties, joint ventureassets (including, limited liability company without limitation, intangible assets), businesses or other business association or entityresults of operations of such entity and its Subsidiaries, whether incorporated or unincorporatedtaken as a whole; provided, of which however, that (i) the following shall not be deemed to have a Material Adverse Effect: a change or effect (A) relating to the U.S., Canadian or global economy or securities markets in general, (B) relating to the insurance industry or other financial services industries in which such party entity or any other Subsidiary its Subsidiaries operate in general which does not have a materially disproportionate effect on such entity or its Subsidiaries taken as a whole (relative to most industry participants), (C) proximately caused by the announcement of such party is a general partner this Agreement or a managing memberthe transactions contemplated hereby or (D) relating to changes in Laws or US GAAP, Canadian GAAP or SAP after the date hereof, and (ii) a decrease in the trading or market prices of an entity's capital stock shall not be considered, by itself, to constitute a Material Adverse Effect (it being understood that the foregoing shall not prevent any party from asserting that any change or effect that may have contributed to such party and/or one or more of its Subsidiaries holds voting power to elect reduction independently constitutes a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interestsMaterial Adverse Effect). (c) The Company has provided to the Buyer complete and accurate copies of the Certificate of Incorporation and Bylaws of the Company and of the charter, bylaws or other organizational documents, each as amended to date, of each Subsidiary of the Company. Neither the Company nor any of its Subsidiaries is in violation of any provision of its respective Certificate of Incorporation, Bylaws or other organizational documents.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as presently proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 3.1(a) of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which where the character of the its properties it ownsowned, operates operated or leases leased or the nature of its activities makes such qualification necessary, except for such failures to be so organized, qualified or in good standing, individually or in the aggregate, that are which have not resulted in, and would not reasonably likely be expected to have result in, a Company Material Adverse Effect. For purposes of this Agreement, the term “"Company Material Adverse Effect” " means any change, event, circumstance or development with respect to, or effect on (any such material adverse change, event, circumstance, development or effect, an “Effect”), the following that is, or would reasonably be expected to be, either individually or in the aggregate with all such other changes, events, circumstances or developments, materially adverse to effect on (i) the business, assets, liabilities, capitalization, financial condition, condition or results of operations of the Company and its Subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement; provided however that none Agreement or (iii) the ability of the following Buyer to operate the business of itself shall be deemed to constitute a Company Material Adverse Effect: (a) any Effect that results from changes affecting the industry in which the Company operates generally (which changes do not disproportionately affect the Company or and its Subsidiaries, taken as a whole, immediately after the Closing (as a result of matters occurring prior to the Closing); provided, (b) any Effect however, that results from changes affecting general United States or worldwide economic or capital market conditions (which changes do not disproportionately affect the Company or its Subsidiaries) or (c) any Effect that results from compliance by the Company or its Subsidiaries with the terms for purposes of this Agreement. An , (I) adverse change changes in the stock price of the Company Common Stock shall not, in and of itself, as quoted on the Nasdaq National Market, (II) conditions, events or circumstances generally adversely affecting the economies of the countries where the Company and its Subsidiaries operate, the United States securities markets or the life sciences industry, so long as such conditions, events or circumstances do not materially disproportionately affect the Company and its Subsidiaries, taken as a whole, (III) conditions, events or circumstances directly arising out of or directly attributable to (x) a material breach of this Agreement by the Buyer or the Transitory Subsidiary, or (y) the Merger or any other transaction involving the parties hereto contemplated by this Agreement, or (IV) conditions, events or circumstances directly arising out of or directly attributable to the public announcement of this Agreement or the transactions contemplated hereby, shall not be deemed to have taken into account in determining whether there has been or would be a "Company Material Adverse Effect. For the avoidance of doubt, the Parties agree that the terms “material”, “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Company Material Adverse Effect in the third to last sentence of this paragraph or Buyer Material Adverse Effect in Section 4.1". (b) Section 3.1(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all of the Company’s Subsidiaries and the Company’s direct or indirect equity interest therein. Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, neither the Company nor any Subsidiary (as defined below in this Section 3.1(b)) of it directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, and neither the Company, nor any Subsidiary of it, has, at any time, been a general partner or managing member of any general partnership, limited partnership, limited liability company or other entity. As used in this Agreement, the term “Subsidiary” means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner or a managing member, (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests. (c) The Company has provided to the Buyer complete and accurate copies of the Certificate of Incorporation and Bylaws of the Company and of the charter, bylaws or other organizational documents, each as amended to date, of each Subsidiary of the Company. Neither the Company nor any of its Subsidiaries is in violation of any provision of its respective Certificate of Incorporation, Bylaws or other organizational documents.

Organization, Standing and Power; Subsidiaries. (a) Each of DSP Group, Ceva and any current Subsidiaries of Ceva or Subsidiaries of DSP Group to be contributed to Ceva as part of the Company and its Subsidiaries Ceva Contribution (such companies, other than DSP Group or Ceva, collectively, the “Ceva Subsidiaries”) is a corporation company duly organized, validly existing and and, where applicable as a legal concept, in good standing standing, under the laws of the jurisdiction of its organization or incorporation, ; has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as presently proposed to be conducted, ; and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 3.1(a) of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which where the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, ; except for such failures to be so organized, qualified or in good standing, individually or in the aggregate, that which have not had, and are not reasonably likely to have a Company Ceva Material Adverse Effect. For purposes of this Agreement, the term “Company Ceva Material Adverse Effect” means any material adverse change, event, circumstance or development with respect to, or effect on (any such change, event, circumstance, development or material adverse effect, an “Effect”)whether relating to DSP Group, the following that isCeva or otherwise, or would reasonably be expected to be, either individually or in the aggregate with all such other changes, events, circumstances or developments, materially adverse to on (i) the business, assets, liabilities, capitalization, financial condition, or results of operations of Ceva or the Company and its Subsidiaries, taken as a whole, Ceva Business or (ii) the ability of the Company DSP Group or Ceva to consummate the transactions contemplated by this Agreement; provided however Agreement or the Scheme, except that none of the following of itself shall be deemed to constitute a Company Material Adverse Effect: any such change, event, circumstance or development, or effect which results from (a) any Effect changes that results from changes are the result of economic factors affecting the national, regional or world economy; (b) changes that are the result of factors generally affecting the specific industry or markets in which the Company operates generally (which changes do not disproportionately affect the Company or its Subsidiaries), (b) any Effect that results from changes affecting general United States or worldwide economic or capital market conditions (which changes do not disproportionately affect the Company or its Subsidiaries) or Ceva Business competes; (c) any Effect that results adverse change, effect or circumstance primarily arising out of or resulting from compliance actions contemplated by the Company Parties in connection with this Agreement or its Subsidiaries with the terms of this Agreement. An adverse change in Scheme or the stock price pendency or announcement of the Company Common Stock transactions contemplated by this Agreement or the Scheme; (d) changes that reflect quarterly fluctuations in revenues attributable to the timing of signing of major customer agreements; or (e) changes in law, rule or regulations or generally accepted accounting principles or the interpretation thereof shall not, in and of itself, be deemed to have not constitute a Company Ceva Material Adverse Effect. For the avoidance of doubt, the Parties agree that the terms “material”, “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Company Material Adverse Effect in the third to last sentence of this paragraph or Buyer Material Adverse Effect in Section 4.1. (b) Section 3.1(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all of the Company’s Subsidiaries and the Company’s direct or indirect equity interest therein. Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, neither the Company nor any Subsidiary (as defined below in this Section 3.1(b)) of it directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, and neither the Company, nor any Subsidiary of it, has, at any time, been a general partner or managing member of any general partnership, limited partnership, limited liability company or other entity. As used in this Agreement, the term “Subsidiary” means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner or a managing member, (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests. (c) The Company has provided to the Buyer complete and accurate copies of the Certificate of Incorporation and Bylaws of the Company and of the charter, bylaws or other organizational documents, each as amended to date, of each Subsidiary of the Company. Neither the Company nor any of its Subsidiaries is in violation of any provision of its respective Certificate of Incorporation, Bylaws or other organizational documents.