Common use of Organization, Standing and Power Clause in Contracts

Organization, Standing and Power. Each of Company and its -------------------------------- subsidiaries is a corporation duly organized and validly existing under the laws of its jurisdiction of organization. Each of 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 Material Adverse Effect on Company. Company has delivered to Parent a true and correct copy of the Restated Articles of Incorporation (the "Articles of ----------- Incorporation"), and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company and each of its subsidiaries, each as amended to date. Neither Company nor any of its subsidiaries is in violation of any of the provisions of its respective charter or bylaws or equivalent organizational documents. 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 Company free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company).

Organization, Standing and Power. Each of Company Acquiror and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company Acquiror 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 Material Adverse Effect on CompanyAcquiror. Company Acquiror has delivered to Parent a true and correct copy of the Restated Articles Certificate of Incorporation (the "Articles of ----------- Incorporation"), and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company Acquiror and each of its subsidiaries, each as amended to date, to Target. Neither 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. Company Acquiror 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 Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company Acquiror or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of Company and its -------------------------------- subsidiaries is a corporation or limited liability company duly organized and organized, validly existing and in good standing, and no certificates of dissolution have been filed under the laws of its jurisdiction of organization. Each of 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 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 Material Adverse Effect on Company. Company has delivered or made available to Parent a true and correct copy of the Restated Articles Certificate of Incorporation (the "Articles “Certificate of ----------- Incorporation"”), and Second Restated Bylaws the Bylaws, or other charter documents, as ------------- applicable, of Company and each of its subsidiaries, each as amended to date. Neither Company nor any of its subsidiaries is in violation of any of the provisions of its respective charter or bylaws or equivalent organizational organization documents. Company is the direct or indirect 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 Company free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of Company and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of 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 would have a Material Adverse Effect on Company. Company has delivered to Parent a true and correct copy of the Restated Articles Certificate of Incorporation (the "Articles of ----------- Incorporation"), as amended, and Second Restated Bylaws Bylaws, as amended, or other charter documents, as ------------- applicable, of Company and each of its subsidiaries, each as amended to date. Neither Company nor any of its subsidiaries is in violation of any of the provisions of its respective charter or bylaws or equivalent organizational documentsbylaws. 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 Company free and clear of all liens, charges, claims or encumbrances or rights of others, except, with respect to any subsidiary organized under the laws of the State of New York, as required by Section 630 of the New 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 subsidiary, or otherwise obligating Company or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of Company Parent and its -------------------------------- subsidiaries Merger Sub is a corporation duly organized and organized, validly existing and in good standing, and no certificates of dissolutions have been filed under the laws of its jurisdiction of organization. Each of Company Parent 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 Material Adverse Effect on CompanyParent. Company Parent has delivered or made available to Parent Company a true and correct copy of the Restated Articles Certificate of Incorporation (the "Articles “Certificate of ----------- Incorporation"”), and Second Restated Bylaws the Bylaws, or other charter documents, as ------------- applicable, of Company Parent and each of its subsidiariesMerger Sub, each as amended to date. Neither 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. 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 Company Parent free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company Parent or any such subsidiary Merger Sub to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 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 and each of its -------------------------------- subsidiaries (the "Company Subsidiaries") is a corporation duly organized and organized, validly existing and in good standing under the laws Laws of its jurisdiction of organization. Each of 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 Material Adverse Effect on Company. Company has delivered made available to Parent a true and correct copy of the Restated Articles certificate of Incorporation (the "Articles of ----------- Incorporation"), incorporation and Second Restated Bylaws bylaws or other charter documents, as ------------- applicable, of Company and each of its subsidiariesCompany Subsidiary, each as amended to date. Neither the Company nor any of its subsidiaries the Company Subsidiaries is in violation of any of the provisions of its respective charter certificate of incorporation or bylaws or equivalent organizational documents. Company is the owner of all outstanding shares of capital stock of each of its subsidiaries 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 subsidiary Company Subsidiary are owned by Company free and clear of all any liens, charges, claims or claims, encumbrances or rights of others. 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 Company or any such subsidiary Company Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities other than, in publicly traded companies held for passive investment and comprising less than 1% the case of Company, the outstanding stock of such company)Company Subsidiaries.

Organization, Standing and Power. Each of the Company and its -------------------------------- subsidiaries Subsidiaries is a corporation duly organized and 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 have a Company Material Adverse Effect on CompanyEffect. The Company has delivered will deliver to Parent a true and correct copy of the Restated Articles Certificate of Incorporation Incorporation, (the "Articles Certificate 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 othersothers 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 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 Company Acquiror and its -------------------------------- subsidiaries subsidiaries, including Merger Sub, is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company Acquiror 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 Material Adverse Effect on CompanyAcquiror. Company Acquiror has delivered to Parent a true and correct copy of the Restated Articles Certificate of Incorporation (the "Articles of ----------- Incorporation"), and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company and each of its subsidiariesBylaws, each as amended to date, of Acquiror to Target. Neither Company Acquiror nor any of its subsidiaries is in violation of any of the provisions of its respective charter Certificate of Incorporation or bylaws Bylaws or equivalent organizational documents. Company Acquiror 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 Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company Acquiror or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of Company and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of 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 would have a Material Adverse Effect on Company. Company has delivered to Parent a true and correct copy of the Amended and Restated Articles Certificate of Incorporation Incorporation, as amended (the "Articles Certificate of ----------- Incorporation"), and Second Amended and Restated Bylaws Bylaws, as amended, or other charter documents, as ------------- applicable, of Company and each of its subsidiaries, each as amended to date. Neither Company nor any of its subsidiaries is in violation of any of the provisions of its respective charter charters or bylaws or equivalent organizational documentsbylaws. 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 Company free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of Company Parent and its -------------------------------- subsidiaries subsidiaries, including Merger Sub 1 and Merger Sub 2, is a corporation business organization that has been duly organized and is validly existing and in good standing under the laws of its respective jurisdiction of organization. Each of 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 Parent Material Adverse Effect on CompanyEffect. Company has delivered to Neither Parent a true and correct copy of the Restated Articles of Incorporation (the "Articles of ----------- Incorporation"), and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company and each nor any of its subsidiaries, each as amended to date. Neither Company nor any of its 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. Company Parent 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 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 Company free and clear of all liensParent Disclosure Schedule, charges, claims or encumbrances or rights of others. 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 Company or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 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 1% five percent (5%) 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 Company Online and its -------------------------------- direct and indirect subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company Online 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 Material Adverse Effect on CompanyOnline. Company Online has delivered to Parent Omega a true and correct copy of the Restated Articles certificate or articles of Incorporation (the "Articles of ----------- Incorporation")incorporation, as amended, and Second Restated Bylaws or bylaws, as amended, and any other charter or organizational documents, each as ------------- applicableamended, of Company Online and each of its direct and indirect subsidiaries, each as amended to date. Neither Company Online nor any of its 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. Company Online is the owner of all outstanding shares of capital stock or voting securities of each of its 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 are owned by Company Online free and clear of all liens, charges, claims or encumbrances or rights of others. There Except as disclosed in the Online SEC Documents (as defined below), 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 Company Online or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. Company The 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of Company Acquiror and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company Acquiror 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 Material Adverse Effect on CompanyAcquiror. Company Acquiror has delivered to Parent a true and correct copy of the Restated Articles Certificate of Incorporation (the "Articles and Bylaws of ----------- Incorporation"), Acquiror and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company and each of its subsidiariesMerger Sub, each as amended to date, to Target. Neither 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. 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 are owned by Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company Acquiror or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of Company Acquiror and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company Acquiror 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 Material Adverse Effect on CompanyAcquiror. Company Acquiror has delivered to Parent a true and correct copy of the Restated Articles Certificate of Incorporation (the "Articles of ----------- Incorporation"), and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company Acquiror and each of its subsidiariesMerger Sub, each as amended to date, to Target. Neither 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. Company Acquiror 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 Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others. There 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 except as disclosed in the Acquiror SEC Documents (as defined in Section 3.3), 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 Company Acquiror or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company).

Organization, Standing and Power. Each of Company Purchaser and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company Purchaser 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 Material Adverse Effect on CompanyPurchaser. Company Purchaser has delivered to Parent a true and correct copy of the Restated Articles Certificate of Incorporation (the "Articles and Bylaws of ----------- Incorporation")Purchaser, and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company and each of its subsidiaries, each as amended to date, to Seller. Neither 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. Company Purchaser 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 Company Purchaser free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company Purchaser or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of Company Acquiror and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company Acquiror 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 Material Adverse Effect on CompanyAcquiror. Company Acquiror has delivered to Parent a true and correct copy of the Restated Articles of Incorporation (the "Articles of ----------- Incorporation"), and Second Restated Bylaws or other charter or organizational documents, as ------------- applicable, of Company and each of its subsidiaries, each as amended Acquiror to dateTarget. Neither Company Acquiror nor any of its 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. Company Acquiror 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 Company Acquiror free and clear of all liens, charges, claims or encumbrances encumbrances, or rights of others. 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 Company Acquiror or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of the Company and its -------------------------------- subsidiaries each Subsidiary is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and its subsidiaries each Subsidiary has the corporate power to own its properties and to carry on conduct its business as now being conducted and as presently currently proposed by it to be conducted and is 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 standing, individually or in the aggregate with any such other failures, would reasonably be expected to have a Material Adverse Effect on the Company. Company has delivered to Parent a true and correct copy of Neither the Restated Articles of Incorporation (the "Articles of ----------- Incorporation"), and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company and each of its subsidiaries, each as amended to date. Neither Company nor any of its subsidiaries Subsidiary is in violation of any of the provisions of its respective charter Certificate of Incorporation or bylaws Bylaws or equivalent organizational or governing documents. Schedule 2.1 of the Company Disclosure Letter sets forth a true, correct and complete list of each Subsidiary. The Company is the owner of all of the issued and outstanding shares of capital stock of each Subsidiary, free and clear of its subsidiaries all Encumbrances, and all such shares are duly authorized, validly issued, fully paid and nonassessable. All nonassessable and are not subject to any preemptive right or right of first refusal created by statute, the outstanding shares Certificate of capital stock Incorporation and Bylaws or other equivalent organizational or governing documents, as applicable, of each such subsidiary are owned Subsidiary or any Contract to which such Subsidiary is a party or by Company free and clear of all liens, charges, claims or encumbrances or rights of otherswhich it is bound. There are no outstanding subscriptions, options, warrants, puts, calls, “put” or “call” rights, exchangeable or convertible securities or other commitments or agreements Contracts 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 or sell 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 corporationPerson, partnership, limited liability company, joint venture or other business association or entity (excluding securities than the Subsidiaries listed in publicly traded companies held for passive investment and comprising less than 1% Schedule 2.1 of the outstanding stock of such company)Company Disclosure Letter.

Organization, Standing and Power. Each of Company and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and no articles of dissolution have been filed under the laws of its jurisdiction of organization. Each of 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 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 Material Adverse Effect on Company. Company has delivered to Parent a true and correct copy of the Amended and Restated Articles of Incorporation Incorporation, as amended (the "Articles of ----------- Incorporation"), and Second the Amended and Restated Bylaws Bylaws, as amended, or other charter documents, as ------------- applicable, of Company and each of its subsidiaries, each as amended to date. Neither Company nor any of its subsidiaries is in violation of any of the provisions of its respective charter or bylaws or equivalent organizational organization documents. 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 Company free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of Company and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of 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 would have a Material Adverse Effect on Company. Company has delivered to Parent a true and correct copy of the Amended and Restated Articles Certificate of Incorporation Incorporation, as amended (the "Articles Certificate of ----------- Incorporation"), and Second Amended and Restated Bylaws Bylaws, as amended, or other charter documents, as ------------- applicable, of Company and each of its subsidiaries, each as amended to date. Neither Company nor any of its subsidiaries is in violation of any of the provisions of its respective charter charters or bylaws or equivalent organizational documentsbylaws. 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 Company free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company).,

Organization, Standing and Power. Each of Company and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of 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 would have a Material Adverse Effect on Company. Company has delivered to Parent a true and correct copy of the Restated Articles Certificate of Incorporation Incorporation, as amended (the "Articles Certificate of ----------- Incorporation"), and Second Restated Bylaws Bylaws, as amended, or other charter documents, as ------------- applicable, of Company and each of its subsidiaries, each as amended to date. Neither Company nor any of its subsidiaries is in violation of any of the provisions of its respective charter charters or bylaws or equivalent organizational documentsbylaws. 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 Company free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of Company Acquiror and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company Acquiror 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 Material Adverse Effect on CompanyAcquiror. Company Acquiror has delivered to Parent a true and correct copy of the Restated Articles Certificate of Incorporation (the "Articles and Bylaws of ----------- Incorporation"), Acquiror and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company and each of its subsidiariesMerger Sub, each as amended to date, to Target. Neither 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. Company Acquiror 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 Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company Acquiror or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of Company Acquiror and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company Acquiror and its 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 Material Adverse Effect on CompanyAcquiror. Company Acquiror has delivered to Parent a true and correct copy of the Restated Articles Certificate of Incorporation (the "Articles of ----------- Incorporation"), and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company Acquiror and each of its subsidiariesMerger Sub, each as amended to date, to Target. Neither 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. Company Acquiror 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 Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company).obligating

Organization, Standing and Power. Each of Company Acquiror and its -------------------------------- subsidiaries subsidiaries, including Merger Sub, is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company Acquiror 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 Material Adverse Effect on CompanyAcquiror. Company Acquiror has delivered to Parent a true and correct copy of the Restated Articles of Incorporation (the "Articles of ----------- Incorporation"), and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company Acquiror and each of its subsidiaries, each as amended to date, to Target. Neither Company Acquiror nor any of its subsidiaries is in violation of any of the provisions of its respective charter Articles of Incorporation or bylaws Bylaws or equivalent organizational documents. Company Acquiror is the owner owner, directly or indirectly through its subsidiaries, 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 Except as disclosed in Schedule 6.1, all of the outstanding shares of capital stock of each such subsidiary are owned by Company Acquiror, directly or indirectly through its subsidiaries, free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company Acquiror or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of Company Acquiror and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company Acquiror 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 Material Adverse Effect on CompanyAcquiror. Company Acquiror has delivered to Parent a true and correct copy of the Restated Articles Certificate of Incorporation (the "Articles and Bylaws of ----------- Incorporation"), Acquiror and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company and each of its subsidiariesMerger Sub, each as amended to date, to Target. Neither 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. Company Acquiror 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 Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company Acquiror or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of Company TMAI and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company TMAI 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 Material Adverse Effect on CompanyTMAI. Company TMAI has delivered to Parent a true and correct copy of the Restated Articles of Incorporation (the referred to herein as TMAI's "Articles of ----------- Incorporation"), ) and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company TMAI and each of its subsidiaries, each as amended to date, to Avant!. Neither Company TMAI nor any of its subsidiaries is in violation of any of the provisions of its respective charter Articles of Incorporation or bylaws Bylaws or equivalent organizational documents. Company TMAI 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 Company TMAI free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company TMAI or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of Company Acquiror and its -------------------------------- subsidiaries subsidiaries, including Merger Sub, is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company Acquiror 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 Material Adverse Effect on CompanyAcquiror. Company Acquiror has delivered to Parent a true and correct copy of the Restated Articles Certificate of Incorporation (the "Articles of ----------- Incorporation"), and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company and each of its subsidiaries, each as amended Acquiror to datelegal counsel for Target. Neither Company Acquiror nor any of its subsidiaries is in violation of any of the provisions of its respective charter Certificate of Incorporation or bylaws Bylaws or equivalent organizational documents. Company Acquiror 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 Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company Acquiror or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of Company and its -------------------------------- subsidiaries is a corporation or limited liability company duly organized and organized, validly existing and in good standing, and no certificates of dissolution have been filed under the laws of its jurisdiction of organization. Each of 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 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 Material Adverse Effect on Company. Company has delivered or made available to Parent a true and correct copy of the Restated Articles Certificate of Incorporation (the "Articles Company Certificate of ----------- Incorporation"), and Second Restated Bylaws the Bylaws, or other charter documents, as ------------- applicable, of Company and each of its subsidiaries, each as amended to date. Neither Company nor any of its subsidiaries is in violation of any of the provisions of its respective charter or bylaws or equivalent organizational organization documents. 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 Company free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 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 Company Acquiror and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company Acquiror 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 Material Adverse Effect on CompanyAcquiror. Company Acquiror has delivered to Parent a true and correct copy of the Restated Certificate of Incorporation and Bylaws of Acquiror and the Articles of Incorporation (the "Articles Organization of ----------- Incorporation"), and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company and each of its subsidiariesMerger Sub, each as amended to date, to Target. Neither 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. Company Acquiror 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 Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company Acquiror or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company).

Organization, Standing and Power. Each of Company Acquiror and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company Acquiror 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 Material Adverse Effect on CompanyAcquiror. Company Acquiror has delivered to Parent a true and correct copy of the Restated Articles Certificate of Incorporation (the "Articles and Bylaws of ----------- Incorporation"), Acquiror and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company and each of its subsidiariesMerger Sub, each as amended to date, to Target. Neither 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. Company Acquiror 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 Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company Acquiror or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company).

Organization, Standing and Power. Each of Company Acquiror and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company Acquiror and its 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 Material Adverse Effect on CompanyAcquiror. Company Acquiror has delivered to Parent a true and correct copy of the Restated Articles Certificate of Incorporation (the "Articles of ----------- Incorporation"), and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company Acquiror and each of its subsidiariesMerger Sub, each as amended to date, to Target. Neither 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. Company Acquiror 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 Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company Acquiror or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company).

Organization, Standing and Power. Each of Company Parent and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and in good standing, and no certificates of dissolution have been filed under the laws of its Table of Contents jurisdiction of organization. Each of Company Parent 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 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 Material Adverse Effect on CompanyParent. Company Parent has delivered to Parent Company a true and correct copy of the Restated Articles Certificate of Incorporation (the "Articles “Parent Certificate of ----------- Incorporation"”), and Second Restated the Bylaws (the “Parent Bylaws”), or other charter documents, as ------------- applicable, of Company Parent and each of its subsidiaries, each as amended to date. Neither Company Parent nor any of its subsidiaries is in violation of any of the provisions of its respective charter or bylaws or equivalent organizational organization documents. Company Parent 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 Company Parent free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company Parent or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 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 Company VERSUS and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company VERSUS 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 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 Material Adverse Effect on CompanyVERSUS. Company VERSUS has delivered or made available to Parent EGI a true and correct copy of the Restated Articles certificate or articles of Incorporation (the "Articles of ----------- Incorporation")incorporation, as amended, and Second Restated Bylaws or bylaws, as amended, and any other charter or organizational documents, each as ------------- applicableamended, of Company VERSUS and each of its subsidiaries, each as amended to date. Neither Company VERSUS nor any of its 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. Company VERSUS is the owner of all outstanding shares of capital stock or voting securities of each of its 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 are owned by Company VERSUS free and clear of all liens, charges, claims or encumbrances or rights of others. There Except as disclosed in the VERSUS Public Documents, 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 Company VERSUS or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company)entity.

Organization, Standing and Power. (a) Each of Company and its -------------------------------- subsidiaries Subsidiary is a corporation duly organized and organized, validly existing and, where applicable, in good standing under the laws of its the jurisdiction of organization. Each its place of 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 Material Adverse Effect on Companycharacter of their properties owned or held under lease or the current nature of their activities makes such qualification necessary. The Company has previously delivered to Parent a true Buyer accurate and correct copy complete copies of the Restated Articles Certificate of Incorporation and the By-laws of the Company (together, the "Articles of ----------- IncorporationCompany Charter"), and Second Restated Bylaws or other charter documentsthe organizational documents of its Subsidiary, as ------------- applicable, of Company currently in full force and each of its subsidiaries, each as amended to dateeffect. Neither Company nor any of its subsidiaries is in violation of any ‎Section 4.1(a) of the provisions Company Disclosure Letter sets forth a true, correct and complete list of each Subsidiary of the Company, its respective charter or bylaws or equivalent organizational documentsplace of incorporation and its authorized 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 Company free and clear of all liens, charges, claims or encumbrances or rights of others. 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 subsidiaryits Subsidiary, or otherwise obligating the Company or any such subsidiary 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 securities than the Subsidiary listed in publicly traded companies held for passive investment and comprising less than 1% ‎Section 4.1(a) of the outstanding stock of such company)Company Disclosure Letter.

Organization, Standing and Power. Each of Company TMAI and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company TMAI 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 Material Adverse Effect on CompanyTMAI. Company TMAI has delivered to Parent a true and correct copy of the Restated Articles of Incorporation (the referred to herein as TMAI's "Articles of ----------- Incorporation"), ) and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company TMAI and each of its subsidiaries, each as amended to date, to Avant!. Neither Company TMAI nor any of its subsidiaries is in violation of any of the provisions of its respective charter Articles of Incorporation or bylaws Bylaws or equivalent organizational documents. Company TMAI 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 Company TMAI free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company TMAI or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company).entity. 2.2

Organization, Standing and Power. Each of Company and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and no articles of dissolution have been filed under the laws of its jurisdiction of organization. Each of 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 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 Material Adverse Effect on Company. Company has delivered to Parent a true and correct copy of the Amended and Restated Articles of Incorporation Incorporation, as amended (the "Articles of ----------- Incorporation"), and Second the Amended and Restated Bylaws Bylaws, as amended, or other charter documents, as ------------- applicable, of Company and each of its subsidiaries, each as amended to date. Neither Company nor any of its subsidiaries is in violation of any of the provisions of its respective charter or bylaws or equivalent organizational organization documents. 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 Company free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company).,

Organization, Standing and Power. Each of Company QuadraMed and its -------------------------------- subsidiaries subsidiaries, including Merger Sub, is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company QuadraMed 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 Material Adverse Effect on CompanyQuadraMed. Company QuadraMed has delivered to Parent made available a true and correct copy of the Restated Articles Certificate of Incorporation (the "Articles of ----------- Incorporation"), and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company and each of its subsidiaries, each as amended QuadraMed to dateMedicus. Neither Company QuadraMed nor any of its subsidiaries is in violation of any of the provisions of its respective charter Certificate of Incorporation or bylaws Bylaws or equivalent organizational documents. Company QuadraMed 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 Company QuadraMed free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company QuadraMed or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company)entity.

Organization, Standing and Power. Each of Company Acquiror and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company Acquiror 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 Material Adverse Effect on CompanyAcquiror. Company Acquiror has delivered to Parent a true and correct copy of the Restated Articles of Incorporation (the "Articles of ----------- Incorporation"), and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company and each of its subsidiariesAcquiror, each as amended to date, to Target. Neither Company Acquiror nor any of its subsidiaries is in violation of any of the provisions of its respective charter Articles of Incorporation or bylaws Bylaws or equivalent organizational documents. 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 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 Company Acquiror free and clear of all liens, charges, claims or encumbrances or rights of others. 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 Company Acquiror or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. 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 securities in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company)entity.