Common use of Organization, Standing and Power Clause in Contracts

Organization, Standing and Power. Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and its Subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to have a Company Material Adverse Effect. The Company will deliver to Parent a true and correct copy of the Certificate of Incorporation, (the "Certificate of Incorporation"), and Bylaws or other charter documents, as applicable, of the Company and each of its Subsidiaries, each as amended to date. Neither the Company nor any of its Subsidiaries is in violation of any of the provisions of its respective charter or bylaws or equivalent organizational documents. The Company is the owner of all outstanding shares of capital stock of each of its Subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary are owned by the Company free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating the Company or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company).

Organization, Standing and Power. Each of the Company Acquiror and its Subsidiaries subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company Acquiror and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Acquiror. The Company will deliver to Parent Acquiror has delivered a true and correct copy of the Certificate of Incorporation, (the "Certificate of Incorporation"), Incorporation and Bylaws or other charter documents, as applicable, of the Company Acquiror and each of its Subsidiariessubsidiaries, each as amended to date, to Target. Neither the Company Acquiror nor Merger Sub (or any of its Subsidiaries other subsidiary) is in violation of any of the provisions of its respective charter Certificate of Incorporation or bylaws Bylaws or equivalent organizational documents. The Company Acquiror is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company Acquiror or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company Except as disclosed in the Acquiror SEC Documents (as defined in Section 3.4), Acquiror does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of the Company Parent and its Subsidiaries Merger Sub is a corporation duly organized, validly existing and in good standing standing, and no certificates of dissolutions have been filed under the laws of its jurisdiction of organization. Each of the Company Parent and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Parent. The Parent has delivered or made available to Company will deliver to Parent a true and correct copy of the Certificate of Incorporation, Incorporation (the "“Certificate of Incorporation"”), and Bylaws the Bylaws, or other charter documents, as applicable, of the Company Parent and each of its SubsidiariesMerger Sub, each as amended to date. Neither the Company Parent nor any of its Subsidiaries Merger Sub is in violation of any of the provisions of its respective charter or bylaws or equivalent organization documents. Neither Parent nor Merger Sub is in violation of any of the provisions of its Certificate of Incorporation or Bylaws or equivalent organizational documents. The Company Parent is the owner of all outstanding shares of capital stock of each of its Subsidiaries Merger Sub and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary Merger Sub are owned by the Company Parent free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such SubsidiaryMerger Sub, or otherwise obligating the Company Parent or any such Subsidiary Merger Sub to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company Except as disclosed in Schedule 3.1 of the Parent Disclosure Schedule, Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) entity. Schedule 3.1 of the outstanding stock Parent Disclosure Schedule lists, and Parent has delivered to Company copies of, the charters of such company)each committee of Parent’s Board of Directors and any code of conduct or similar policy adopted by Parent.

Organization, Standing and Power. Each of the Company Acquiror and its Subsidiaries subsidiaries, including Merger Sub, is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company Acquiror and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Acquiror. The Company will deliver to Parent Acquiror has delivered a true and correct copy of the Certificate of Incorporation, (the "Certificate of Incorporation"), Incorporation and Bylaws or other charter documents, as applicable, of the Company and each of its SubsidiariesBylaws, each as amended to date, of Acquiror to Target. Neither the Company Acquiror nor any of its Subsidiaries subsidiaries is in violation of any of the provisions of its respective charter Certificate of Incorporation or bylaws Bylaws or equivalent organizational documents. The Company Acquiror is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company Acquiror or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company Except as disclosed in the Acquiror SEC Documents (as defined in Section 3.4), Acquiror does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of the Company and its Subsidiaries -------------------------------- subsidiaries is a corporation duly organized, organized and validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to have a Company Material Adverse EffectEffect on Company. The Company will deliver has delivered to Parent a true and correct copy of the Certificate Restated Articles of Incorporation, Incorporation (the "Certificate Articles of ----------- Incorporation"), and Second Restated Bylaws or other charter documents, as ------------- applicable, of the Company and each of its Subsidiariessubsidiaries, each as amended to date. Neither the Company nor any of its Subsidiaries subsidiaries is in violation of any of the provisions of its respective charter or bylaws or equivalent organizational documents. The Company is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) % of the outstanding stock of such company).

Organization, Standing and Power. Each of the Company and its Subsidiaries subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Company. The Company will deliver has delivered to Parent a true and correct copy of the Certificate of Incorporation, (the "Certificate of Incorporation")as amended, and Bylaws Bylaws, as amended, or other charter documents, as applicable, of the Company and each of its Subsidiariessubsidiaries, each as amended to date. Neither the Company nor any of its Subsidiaries subsidiaries is in violation of any of the provisions of its respective charter or bylaws or equivalent organizational documentsbylaws. The Company is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject others, except, with respect to preemptive rights or rights any subsidiary organized under the laws of first refusal created the State of New York, as required by statute, Section 630 of the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundNew York Business Corporation Law. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of the Company and its Subsidiaries subsidiaries is a corporation or limited liability company duly organized, validly existing and in good standing standing, and no certificates of dissolution have been filed under the laws of its jurisdiction of organization. Each of the Company and its Subsidiaries subsidiaries has the corporate power to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted and is duly authorized and qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Company. The Company will deliver has delivered or made available to Parent a true and correct copy of the Certificate of Incorporation, Incorporation (the "“Certificate of Incorporation"”), and Bylaws the Bylaws, or other charter documents, as applicable, of the Company and each of its Subsidiariessubsidiaries, each as amended to date. Neither the Company nor any of its Subsidiaries subsidiaries is in violation of any of the provisions of its respective charter or bylaws or equivalent organizational organization documents. The Company is the direct or indirect owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of the Company and each of its Subsidiaries subsidiaries (the "Company Subsidiaries") is a corporation duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of organization. Each of the Company organization and its Subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Company. The Company will deliver has made available to Parent a true and correct copy of the Certificate certificate of Incorporation, (the "Certificate of Incorporation"), incorporation and Bylaws bylaws or other charter documents, as applicable, of the Company and each of its SubsidiariesCompany Subsidiary, each as amended to date. Neither the Company nor any of its the Company Subsidiaries is in violation of any of the provisions of its respective charter certificate of incorporation or bylaws or equivalent organizational documents. The Company is the owner of all outstanding shares of capital stock of each of its the Company Subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. The Company Disclosure Letter includes a complete list of the Company Subsidiaries. All of the outstanding shares of capital stock of each such Company Subsidiary are owned by the Company free and clear of all any liens, charges, claims or claims, encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company or any such Company Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Neither Company does not nor any Company Subsidiary directly or indirectly own owns or has the right or obligation to acquire any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, for any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding other than, in the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) case of Company, the outstanding stock of such company)Company Subsidiaries.

Organization, Standing and Power. Each of the Company Online and its Subsidiaries direct and indirect subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company Online and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Online. The Company will deliver Online has delivered to Parent Omega a true and correct copy of the Certificate certificate or articles of Incorporationincorporation, (the "Certificate of Incorporation")as amended, and Bylaws or bylaws, as amended, and any other charter or organizational documents, each as applicableamended, of the Company Online and each of its Subsidiaries, each as amended to datedirect and indirect subsidiaries. Neither the Company Online nor any of its Subsidiaries direct and indirect subsidiaries is in violation of any of the provisions of its respective charter certificate or articles of incorporation or bylaws or equivalent other charter or organizational documents, each as amended. The Company Online is the owner of all outstanding shares of capital stock or voting securities of each of its Subsidiaries subsidiaries and all such shares and voting securities are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock and voting securities of each such Subsidiary subsidiary are owned by the Company Online free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statuteothers. Except as disclosed in the Online SEC Documents (as defined below), the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is bound. There there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company Online or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company Online Disclosure Schedule sets forth all of the direct and indirect subsidiaries of Online and the authorized and outstanding capital stock thereof. Except as disclosed in the Online SEC Documents and the Online Disclosure Schedule, Online does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of the Company and its Subsidiaries subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Company. The Company will deliver has delivered to Parent a true and correct copy of the Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), and Bylaws Second Amended and Restated Bylaws, as amended, or other charter documents, as applicable, of the Company and each of its Subsidiariessubsidiaries, each as amended to date. Neither the Company nor any of its Subsidiaries subsidiaries is in violation of any of the provisions of its respective charter charters or bylaws or equivalent organizational documentsbylaws. The Company is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Except as disclosed in the Company SEC Documents (as defined in Section 2.4), Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of the Company Acquiror and its Subsidiaries subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company Acquiror and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Acquiror. The Company will deliver to Parent Acquiror has delivered a true and correct copy of the Certificate of Incorporation, (the "Certificate of Incorporation"), Incorporation and Bylaws or other charter documents, as applicable, of the Company Acquiror and each of its SubsidiariesMerger Sub, each as amended to date, to Target. Neither the Company Acquiror nor any of its Subsidiaries Merger Sub is in violation of any of the provisions of its respective charter Certificate of Incorporation or bylaws or equivalent organizational documentsBylaws. The Company Acquiror is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries, except where required by local law, and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company Acquiror or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company Except as disclosed in the Acquiror SEC Documents (as defined in Section 3.4), Acquiror does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of the Company and its Subsidiaries is a corporation (a) The Acquired Corporations are corporations duly organized, validly existing existing, and in good standing under the laws of its jurisdiction their respective jurisdictions of organization. Each of the Company and its Subsidiaries has the incorporation, with full corporate power and authority to own its properties and to carry on its business conduct their respective businesses as now being conducted and as presently proposed to be conducted conducted, to own or use the respective properties and assets that they purport to own or use, and to perform all their respective obligations under Acquired Corporation Contracts. Each of the Acquired Corporations is duly qualified to do business as a foreign corporation and is in good standing in under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where the failure to be so qualified and in good standing could not reasonably be expected to have to, individually or in the aggregate, result in a Company Material Adverse Effect. The Company’s Subsidiaries are the only entities in which the Company will deliver to Parent a true and correct copy of the Certificate of Incorporation, has any equity ownership interest. (the "Certificate of Incorporation"), and Bylaws or other charter documents, as applicable, b) Section 2.1(b) of the Company Disclosure Schedule lists all Acquired Corporations and indicates as to each its jurisdiction of its Subsidiariesorganization and, each as amended to date. Neither except in the Company nor any of its Subsidiaries is in violation of any case of the provisions of Company, its respective charter or bylaws or equivalent organizational documentsstockholders. The Company is the owner of all outstanding shares of capital stock of each of its Subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary are owned by the Company free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating the Company or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company). (c) The Company has delivered to Parent copies of the certificate or articles of incorporation, by-laws and other organizational documents, each as currently in effect, (collectively, “Organizational Documents”) of each of the Acquired Corporations. None of the Acquired Corporations is in violation of any of the provisions of its respective Company Organizational Documents. (d) The Company has delivered to Parent copies of the charters of each committee of the Company’s board of directors and any code of conduct or similar policy adopted by the Company.

Organization, Standing and Power. Each of the Company TMAI and its Subsidiaries subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company TMAI and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on TMAI. The Company will deliver to Parent TMAI has delivered a true and correct copy of the Certificate Articles of Incorporation, Incorporation (the referred to herein as TMAI's "Certificate Articles of Incorporation"), ) and Bylaws or other charter documents, as applicable, of the Company TMAI and each of its Subsidiariessubsidiaries, each as amended to date, to Avant!. Neither the Company TMAI nor any of its Subsidiaries subsidiaries is in violation of any of the provisions of its respective charter Articles of Incorporation or bylaws Bylaws or equivalent organizational documents. The Company TMAI is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company TMAI free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company TMAI or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company Except as disclosed in the TMAI SEC Documents (as defined in Section 2.4), TMAI does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of the Company Parent and its Subsidiaries subsidiaries, including Merger Sub 1 and Merger Sub 2, is a corporation business organization that has been duly organized, organized and is validly existing and in good standing under the laws of its respective jurisdiction of organization. Each of the Company Parent and its Subsidiaries subsidiaries, including Merger Sub 1 and Merger Sub 2, has the corporate or organizational power to own its respective properties and to carry on its business respective businesses as now being conducted and as presently proposed to be conducted and is each duly qualified to do business and is (to the extent applicable in their jurisdictions of organization) are in good standing in each jurisdiction in which the failure it conducts business, subject in each case to be so qualified and in good standing could reasonably be expected to such exceptions as would not have a Company Parent Material Adverse Effect. The Company will deliver to Neither Parent a true and correct copy of the Certificate of Incorporation, (the "Certificate of Incorporation"), and Bylaws or other charter documents, as applicable, of the Company and each of its Subsidiaries, each as amended to date. Neither the Company nor any of its Subsidiaries subsidiaries, including Merger Sub 1 and Merger Sub 2, is in violation of any of the provisions of its respective charter Certificate of Incorporation or bylaws Bylaws or equivalent organizational documents. The Company Parent is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All Except as disclosed in the Parent SEC Documents and on Schedule 3.1 of the outstanding shares of capital stock of each such Subsidiary are owned by the Company free and clear of all liensParent Disclosure Schedule, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating the Company or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (entity, excluding the Subsidiaries and securities in any publicly traded companies company held for passive investment by Parent or any of its subsidiaries in accordance with and pursuant to Parent’s formal investment policy and comprising less than one five percent (15%) of the outstanding stock of such company). Merger Sub 2 has not elected to be treated as a corporation for U.S. federal income tax purposes.

Organization, Standing and Power. Each of the Company Acquiror and its Subsidiaries subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company Acquiror and its Subsidiaries subsidiaries has the corporate power to own its properties and to carry on its business as now being conducted and as presently currently proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Acquiror. The Company will deliver to Parent Acquiror has delivered a true and correct copy of the Certificate of Incorporation, (the "Certificate of Incorporation"), Incorporation and Bylaws or other charter documents, as applicable, of the Company Acquiror and each of its SubsidiariesMerger Sub, each as amended to date, to Target. Neither the Company Acquiror nor Merger Sub (or any of its Subsidiaries other subsidiary) is in violation of any of the provisions of its respective charter Certificate of Incorporation or bylaws Bylaws or equivalent organizational documents. The Company Acquiror is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company Acquiror or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company).

Organization, Standing and Power. Each of the Company Acquiror and its Subsidiaries -------------------------------- subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company Acquiror and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Acquiror. The Company will deliver to Parent Acquiror has delivered a true and correct copy of the Certificate of Incorporation, (the "Certificate of Incorporation"), Incorporation and Bylaws or other charter documents, as applicable, of Acquiror and the Company and each Articles of its SubsidiariesOrganization of Merger Sub, each as amended to date, to Target. Neither the Company Acquiror nor Merger Sub (or any of its Subsidiaries other subsidiary) is in violation of any of the provisions of its respective charter respective, Certificate of Incorporation or bylaws Articles of Organization or equivalent organizational documentsBylaws. The Company Acquiror is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company Acquiror or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company).

Organization, Standing and Power. Each of the Company Parent and its Subsidiaries subsidiaries is a corporation duly organized, validly existing and in good standing standing, and no certificates of dissolution have been filed under the laws of its Table of Contents jurisdiction of organization. Each of the Company Parent and its Subsidiaries subsidiaries has the corporate power to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted and is duly authorized and qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Parent. The Parent has delivered to Company will deliver to Parent a true and correct copy of the Certificate of Incorporation, Incorporation (the "“Parent Certificate of Incorporation"”), and the Bylaws (the “Parent Bylaws”), or other charter documents, as applicable, of the Company Parent and each of its Subsidiariessubsidiaries, each as amended to date. Neither the Company Parent nor any of its Subsidiaries subsidiaries is in violation of any of the provisions of its respective charter or bylaws or equivalent organizational organization documents. The Company Parent is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company Parent free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company Parent or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) entity. Schedule 4.1 of the outstanding stock Parent Disclosure Schedule lists the charters of such company)each committee of Parent’s Board of Directors and any code of conduct or similar policy adopted by Parent.

Organization, Standing and Power. Each of the Company and its Subsidiaries subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Company. The Company will deliver has delivered to Parent a true and correct copy of the Certificate of Incorporation, as amended (the "Certificate of Incorporation"), and Bylaws Bylaws, as amended, or other charter documents, as applicable, of the Company and each of its Subsidiariessubsidiaries, each as amended to date. Neither the Company nor any of its Subsidiaries subsidiaries is in violation of any of the provisions of its respective charter charters or bylaws or equivalent organizational documentsbylaws. The Company is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of the Company Purchaser and its Subsidiaries -------------------------------- subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company Purchaser and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Purchaser. The Company will deliver to Parent Purchaser has delivered a true and correct copy of the Certificate of Incorporation, (the "Certificate of Incorporation"), Incorporation and Bylaws or other charter documentsof Purchaser, as applicable, of the Company and each of its Subsidiaries, each as amended to date, to Seller. Neither the Company nor any of its Subsidiaries Purchaser is not in violation of any of the provisions of its respective charter Certificate of Incorporation or bylaws or equivalent organizational documentsBylaws. The Company Purchaser is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company Purchaser free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company Purchaser or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company Except as disclosed in the Purchaser SEC Documents (as defined in Section 4.4), Purchaser does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of the Company Acquiror and its Subsidiaries subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company Acquiror and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Acquiror. The Company will deliver to Parent Acquiror has delivered a true and correct copy of the Certificate Articles of Incorporation, (the "Certificate of Incorporation"), Incorporation and Bylaws or other charter or organizational documents, as applicable, of the Company and each of its Subsidiaries, each as amended Acquiror to dateTarget. Neither the Company Acquiror nor any of its Subsidiaries subsidiaries is in violation of any of the provisions of its respective Articles of Incorporation or Bylaws or other charter or bylaws or equivalent organizational documents. The Company Acquiror is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company Acquiror free and clear of all liens, charges, claims or encumbrances encumbrances, or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company Acquiror or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company Acquiror does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of the Company Acquiror and its Subsidiaries subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company Acquiror and its Subsidiaries subsidiaries has the corporate power to own its properties and to carry on its business as now being conducted and as presently currently proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Acquiror. The Company will deliver to Parent Acquiror has delivered a true and correct copy of the Certificate of Incorporation, (the "Certificate of Incorporation"), Incorporation and Bylaws or other charter documents, as applicable, of the Company Acquiror and each of its SubsidiariesMerger Sub, each as amended to date, to Target. Neither the Company Acquiror nor Merger Sub (or any of its Subsidiaries other subsidiary) is in violation of any of the provisions of its respective charter Certificate of Incorporation or bylaws Bylaws or equivalent organizational documents. The Company Acquiror is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company).obligating

Organization, Standing and Power. Each of the Company Acquiror and its Subsidiaries subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company Acquiror and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Acquiror. The Company will deliver to Parent Acquiror has delivered a true and correct copy of the Certificate of Incorporation, (the "Certificate of Incorporation"), Incorporation and Bylaws or other charter documents, as applicable, of the Company Acquiror and each of its SubsidiariesMerger Sub, each as amended to date, to Target. Neither the Company Acquiror nor any of its Subsidiaries Merger Sub is in violation of any of the provisions of its respective charter Certificate of Incorporation or bylaws or equivalent organizational documentsBylaws. The Company Acquiror is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company Acquiror or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company Except as disclosed in the Acquiror SEC Documents (as defined in Section 3.4), Acquiror does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of the Company and its Subsidiaries subsidiaries is a corporation duly organized, validly existing and in good standing no articles of dissolution have been filed under the laws of its jurisdiction of organization. Each of the Company and its Subsidiaries subsidiaries has the corporate power to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted and is duly authorized and qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Company. The Company will deliver has delivered to Parent a true and correct copy of the Certificate Amended and Restated Articles of Incorporation, as amended (the "Certificate Articles of Incorporation"), and Bylaws the Amended and Restated Bylaws, as amended, or other charter documents, as applicable, of the Company and each of its Subsidiariessubsidiaries, each as amended to date. Neither the Company nor any of its Subsidiaries subsidiaries is in violation of any of the provisions of its respective charter or bylaws or equivalent organizational organization documents. The Company is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company).,

Organization, Standing and Power. Each of the Company QuadraMed and its Subsidiaries subsidiaries, including Merger Sub, is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company QuadraMed and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on QuadraMed. The Company will deliver to Parent QuadraMed has made available a true and correct copy of the Certificate of Incorporation, (the "Certificate of Incorporation"), Incorporation and Bylaws or other charter documents, as applicable, of the Company and each of its Subsidiaries, each as amended QuadraMed to dateMedicus. Neither the Company QuadraMed nor any of its Subsidiaries subsidiaries is in violation of any of the provisions of its respective charter Certificate of Incorporation or bylaws Bylaws or equivalent organizational documents. The Company QuadraMed is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company QuadraMed free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company QuadraMed or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company Except as disclosed in the QuadraMed SEC Documents (as defined in Section 3.4), QuadraMed does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of the Company Acquiror and its Subsidiaries subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company Acquiror and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Acquiror. The Company will deliver to Parent Acquiror has delivered a true and correct copy of the Certificate of Incorporation, (the "Certificate of Incorporation"), Incorporation and Bylaws or other charter documents, as applicable, of the Company Acquiror and each of its SubsidiariesMerger Sub, each as amended to date, to Target. Neither the Company Acquiror nor Merger Sub (or any of its Subsidiaries other subsidiary) is in violation of any of the provisions of its respective charter Certificate of Incorporation or bylaws or equivalent organizational documentsBylaws. The Company Acquiror is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company Acquiror or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company).

Organization, Standing and Power. Each of the Company and its Subsidiaries subsidiaries is a corporation or limited liability company duly organized, validly existing and in good standing standing, and no certificates of dissolution have been filed under the laws of its jurisdiction of organization. Each of the Company and its Subsidiaries subsidiaries has the corporate power to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted and is duly authorized and qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Company. The Company will deliver has delivered or made available to Parent a true and correct copy of the Certificate of Incorporation, Incorporation (the "Company Certificate of Incorporation"), and Bylaws the Bylaws, or other charter documents, as applicable, of the Company and each of its Subsidiariessubsidiaries, each as amended to date. Neither the Company nor any of its Subsidiaries subsidiaries is in violation of any of the provisions of its respective charter or bylaws or equivalent organizational organization documents. The Company is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Except as disclosed in the Company SEC Documents (as defined in Section 2.4), Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) entity. Schedule 2.1 of the outstanding stock Company Disclosure Schedule lists, and Company has delivered to Parent copies of, the charters of such company)each committee of Company's Board of Directors and any code of conduct or similar policy adopted by Company.

Organization, Standing and Power. Each of the Company and its Subsidiaries subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Company. The Company will deliver has delivered to Parent a true and correct copy of the Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), and Bylaws Second Amended and Restated Bylaws, as amended, or other charter documents, as applicable, of the Company and each of its Subsidiariessubsidiaries, each as amended to date. Neither the Company nor any of its Subsidiaries subsidiaries is in violation of any of the provisions of its respective charter charters or bylaws or equivalent organizational documentsbylaws. The Company is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company).,

Organization, Standing and Power. (a) Each of the Company and its Subsidiaries Subsidiary is a corporation duly organized, validly existing and and, where applicable, in good standing under the laws of its the jurisdiction of organization. Each its place of the Company incorporation, and its Subsidiaries has the requisite corporate power and authority to own own, use and distribute its properties and to carry on its business as now being conducted and as presently currently proposed by it to be conducted conducted. The Company and is its Subsidiary are duly qualified to do business and is in good standing in each jurisdiction in which where the failure to be so qualified and in good standing could reasonably be expected to have a Company Material Adverse Effectcharacter of their properties owned or held under lease or the current nature of their activities makes such qualification necessary. The Company will deliver has previously delivered to Parent a true Buyer accurate and correct copy complete copies of the Certificate of IncorporationIncorporation and the By-laws of the Company (together, (the "Certificate of IncorporationCompany Charter"), and Bylaws or other charter documentsthe organizational documents of its Subsidiary, as applicable, currently in full force and effect. ‎Section 4.1(a) of the Company Disclosure Letter sets forth a true, correct and complete list of each of its Subsidiaries, each as amended to date. Neither the Company nor any of its Subsidiaries is in violation of any Subsidiary of the provisions Company, its place of incorporation and its respective charter or bylaws or equivalent organizational documentsauthorized and issued share capital. The Company is the owner of all of the issued and outstanding shares of capital stock of each its Subsidiary, free and clear of all Liens, other than Permitted Liens (except as set forth in the Company Charter, the Shareholders Agreement or the organizational documents of its Subsidiaries Subsidiary and/or under applicable securities laws and/or as otherwise set forth in ‎Section 4.1(a) of the Company Disclosure Letter), and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary are owned by the Company free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable subscriptions or convertible securities or other commitments or agreements of any character Options relating to the issued or unissued capital stock or other securities of any such its Subsidiary, or otherwise obligating the Company or any such its Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securitiessecurities of its Subsidiary. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporationPerson, partnership, limited liability company, joint venture or other business association or entity (excluding than the Subsidiaries and securities Subsidiary listed in publicly traded companies held for passive investment and comprising less than one percent (1%‎Section 4.1(a) of the outstanding stock Company Disclosure Letter. (b) ‎Section 4.1(b) of such companythe Company Disclosure Letter accurately sets forth with respect to each of the Company and its Subsidiary: (i) the names of the members of the board of directors; (ii) the names of the members of each committee of the board of directors (or similar body); and (iii) the names and titles of its executive officers. (c) Neither the Company nor its Subsidiary has conducted any business under or has otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, business name or other name, other than its corporate name as set forth in this Agreement and in ‎Section 4.1(c) of the Company Disclosure Letter.

Organization, Standing and Power. Each of the Company Acquiror and its Subsidiaries subsidiaries, including Merger Sub, is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company Acquiror and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Acquiror. The Company will deliver to Parent Acquiror has delivered a true and correct copy of the Certificate Articles of Incorporation, (the "Certificate of Incorporation"), Incorporation and Bylaws or other charter documents, as applicable, of the Company Acquiror and each of its Subsidiariessubsidiaries, each as amended to date, to Target. Neither the Company Acquiror nor any of its Subsidiaries subsidiaries is in violation of any of the provisions of its respective charter Articles of Incorporation or bylaws Bylaws or equivalent organizational documents. The Company Acquiror is the owner owner, directly or indirectly through its subsidiaries, of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All Except as disclosed in Schedule 6.1, all of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company Acquiror, directly or indirectly through its subsidiaries, free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company Acquiror or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company Except as disclosed in Schedule 6.1, Acquiror does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of the Company Acquiror and its Subsidiaries subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company Acquiror and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Acquiror. The Company will deliver to Parent Acquiror has delivered a true and correct copy of the Certificate Articles of Incorporation, (the "Certificate of Incorporation"), Incorporation and Bylaws or other charter documents, as applicable, of the Company and each of its SubsidiariesAcquiror, each as amended to date, to Target. Neither the Company Acquiror nor any of its Subsidiaries subsidiaries is in violation of any of the provisions of its respective charter Articles of Incorporation or bylaws Bylaws or equivalent organizational documents. The Company Except as set forth on Schedule 3.1, Acquiror is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company Acquiror or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company Except as disclosed in the Acquiror SEC Documents (as defined in Section 3.4), Acquiror does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of the Company and its Subsidiaries subsidiaries is a corporation duly organized, validly existing and in good standing no articles of dissolution have been filed under the laws of its jurisdiction of organization. Each of the Company and its Subsidiaries subsidiaries has the corporate power to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted and is duly authorized and qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Company. The Company will deliver has delivered to Parent a true and correct copy of the Certificate Amended and Restated Articles of Incorporation, as amended (the "Certificate Articles of Incorporation"), and Bylaws the Amended and Restated Bylaws, as amended, or other charter documents, as applicable, of the Company and each of its Subsidiariessubsidiaries, each as amended to date. Neither the Company nor any of its Subsidiaries subsidiaries is in violation of any of the provisions of its respective charter or bylaws or equivalent organizational organization documents. The Company is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Except as disclosed in the Company SEC Documents (as defined in Section 2.4), Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of the Company VERSUS and its Subsidiaries subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company VERSUS and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which it currently conducts business and in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on VERSUS. The Company will deliver VERSUS has delivered or made available to Parent EGI a true and correct copy of the Certificate certificate or articles of Incorporationincorporation, (the "Certificate of Incorporation")as amended, and Bylaws or bylaws, as amended, and any other charter or organizational documents, each as applicableamended, of the Company VERSUS and each of its Subsidiaries, each as amended to datesubsidiaries. Neither the Company VERSUS nor any of its Subsidiaries subsidiaries is in violation of any of the provisions of its respective charter certificate or articles of incorporation or bylaws or equivalent other charter or organizational documents, each as amended. The Company VERSUS is the owner of all outstanding shares of capital stock or voting securities of each of its Subsidiaries subsidiaries and all such shares and voting securities are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock and voting securities of each such Subsidiary subsidiary are owned by the Company VERSUS free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statuteothers. Except as disclosed in the VERSUS Public Documents, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is bound. There there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company VERSUS or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company Except as disclosed in the VERSUS Public Documents, VERSUS does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, unlimited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of the Company Acquiror and its Subsidiaries -------------------------------- subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company Acquiror and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Acquiror. The Company will deliver to Parent Acquiror has delivered a true and correct copy of the Certificate of Incorporation, (the "Certificate of Incorporation"), Incorporation and Bylaws or other charter documents, as applicable, of the Company Acquiror and each of its SubsidiariesMerger Sub, each as amended to date, to Target. Neither the Company Acquiror nor Merger Sub (or any of its Subsidiaries other subsidiary) is in violation of any of the provisions of its respective charter Certificate of Incorporation or bylaws Bylaws or equivalent organizational documents. The Company Acquiror is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others others. Except as contemplated by Acquiror's 1999 Stock Incentive Plan, its 2000 Supplemental Stock Option Plan, its 1999 Director Option Plan or its Employee Stock Purchase Plan and are not subject to preemptive rights or rights of first refusal created by statuteexcept as disclosed in the Acquiror SEC Documents (as defined in Section 3.3), the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is bound. There there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company Acquiror or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company).

Organization, Standing and Power. Each of Parent and each of its subsidiaries which is a significant subsidiary within the Company and its Subsidiaries meaning of Rule 1-02(w) of Regulation S-X under the Securities Act (an "Parent Significant Subsidiary") is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company Parent and its Parent Significant Subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Parent. The Company will deliver to Parent has made available a true and correct copy of the Certificate of Incorporation, (the "Certificate of Incorporation"), Incorporation and Bylaws or other charter documents, as applicable, of the Company Parent and each of its SubsidiariesMerger Sub, each as amended to date, to Company. Neither the Company Parent nor Merger Sub (or any of its Subsidiaries other subsidiary) is in violation of any of the provisions of its respective charter Certificate of Incorporation or bylaws or equivalent organizational documentsBylaws. The Company Parent is the owner of all outstanding shares of capital stock of each of its Parent Significant Subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company Parent free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company Parent or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company).

Organization, Standing and Power. Each of the Company Acquiror and its Subsidiaries -------------------------------- subsidiaries, including Merger Sub, is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company Acquiror and its Subsidiaries subsidiaries has the corporate power to own its properties 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 in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Company Material Adverse EffectEffect on Acquiror. The Company will deliver to Parent Acquiror has delivered a true and correct copy of the Certificate of Incorporation, (the "Certificate of Incorporation"), Incorporation and Bylaws or other charter documents, as applicable, of the Company and each of its Subsidiaries, each as amended Acquiror to datelegal counsel for Target. Neither the Company Acquiror nor any of its Subsidiaries subsidiaries is in violation of any of the provisions of its respective charter Certificate of Incorporation or bylaws Bylaws or equivalent organizational documents. The Company Acquiror is the owner of all outstanding shares of capital stock of each of its Subsidiaries subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary subsidiary are owned by the Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation, or Bylaws of such Subsidiary or any agreement to which such Subsidiary is a party or by which it is boundothers. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiarysubsidiary, or otherwise obligating the Company Acquiror or any such Subsidiary subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company Except as disclosed in the Acquiror SEC Documents (as defined in Section 3.4), Acquiror does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding the Subsidiaries and securities in publicly traded companies held for passive investment and comprising less than one percent (1%) of the outstanding stock of such company)entity.