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 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 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 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 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 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 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 the Company and each of its -------------------------------- subsidiaries Subsidiaries (as defined in Section 8.4) is a corporation company duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organizationorganization as set forth opposite the name of the Company and each of its Subsidiaries in Section 2.1 of the Company Disclosure Letter. Each of the Company and each of its subsidiaries Subsidiaries has the corporate power to own own, lease and operate its properties and to carry on conduct 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 set forth opposite 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 name 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 dateSubsidiaries in Section 2.1 of the Company Disclosure Letter. 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. 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 Section 2.1 of the outstanding shares Company Disclosure Letter sets forth a list of capital stock the Company’s officers and directors. Other than the entities listed on Section 2.1 of each such subsidiary are owned by the Company free and clear of all liensDisclosure Letter, 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 (and has 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 (as defined in Section 8.4). Section 2.1 of the Company Disclosure Letter sets forth a true, partnershipcorrect and complete list of each of the Company’s Subsidiaries indicating (i) its officers and directors, limited liability company, joint venture or other business association or entity and (excluding securities in publicly traded companies held for passive investment ii) the record owners of all of its issued and comprising less than 1% outstanding shares of capital stock. All of the outstanding capital stock of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any of the Company’s Subsidiaries is a party or by which it is bound obligating any of the Company’s Subsidiaries to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock of such company)Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Company’s Subsidiaries.

Organization, Standing and Power. Each of The Company and its -------------------------------- subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction the State of organization. Each of Company Delaware and its subsidiaries has the requisite corporate power to own its properties and authority to carry on its business as now being conducted conducted. Each Subsidiary of the Company is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the requisite corporate (in the case of a Subsidiary that is a corporation) or other power and authority to carry on its business as presently proposed to be conducted now being conducted. The Company and is each of its Subsidiaries are duly qualified to do business business, and is are in good standing standing, in each jurisdiction in which where the character of their properties owned or held under lease or the nature of their activities makes such qualification necessary, except where the failure to be so qualified and would not, individually or in good standing could reasonably be expected to the aggregate, have a Material Adverse Effect on the Company. A list of all Subsidiaries of the Company, together with the jurisdiction of incorporation of each Subsidiary of the Company, the percentage of the outstanding capital stock of each Subsidiary owned by the Company and each other Subsidiary of the Company and the name of any Person other than the Company or another Subsidiary of the Company that owns capital stock of the Subsidiary of the Company, is set forth in Section 4.1 of the Disclosure Schedule. The Company has delivered heretofore furnished to Parent a true complete and correct copy of the Restated Articles Certificate of Incorporation (of the "Articles Company and the charter documents of ----------- Incorporation"), each Active Subsidiary and Second Restated Bylaws or other charter documents, as ------------- applicable, the By-laws of the Company and each of its subsidiariesActive Subsidiary, each as amended to date. Neither Company nor any of its subsidiaries is applicable and as currently in violation of any effect, all stock records and all corporate minute books and records of the provisions Company and each Active Subsidiary. The corporate minute books and records of its respective charter the Company and each Active Subsidiary accurately reflect, in all material respects, all action taken by the stockholders or bylaws the Board of Directors or equivalent organizational documents. any committee thereof of the Company is the owner and each Active Subsidiary and contain true and complete copies, in all material respects, of all outstanding shares resolutions adopted by the stockholders or the Board of capital stock of each of its subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All Directors or any committee thereof of the outstanding shares of capital stock of each such subsidiary Company and any Active Subsidiary. No other similar organizational documents are owned by Company free and clear of all liens, charges, claims applicable to 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 binding upon the issued or unissued capital stock or other securities of any such subsidiary, or otherwise obligating Company or any such subsidiary to issueActive Subsidiary. Except as set forth in Section 4.1 of the Disclosure Schedule, 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 into or exercisable for, for any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association legal entity. There are no current or entity (excluding securities in publicly traded companies held for passive investment and comprising less than 1% prospective obligations of the outstanding stock Company or any of such companyits Subsidiaries to provide funds to, or make any investment in (in the form of a loan, capital contribution or otherwise), or to assume any liability or obligation of, any other Person. The Dormant Subsidiaries have either no or de minimis operations and revenues.

Organization, Standing and Power. Each of Company Target and its -------------------------------- subsidiaries Subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organizationorganization or formation, as the case may be. Each of Company Target and its subsidiaries Subsidiaries has the requisite power, corporate power or otherwise, 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 where its ownership or leasing of property or the conduct of its business requires it to be so qualified except where the failure to be so qualified and would not, individually or in good standing could reasonably be expected to the aggregate, have a Material Adverse Effect on CompanyTarget. Company Target has delivered to Parent Acquiror a true and correct copy of the Restated its Articles of Incorporation Incorporation, as amended (the "Articles of ----------- Incorporation"), and Second Restated Bylaws its Code of Regulations, as amended, (the "Bylaws") and the articles of incorporation and bylaws or other charter organizational documents, as ------------- applicable, of Company and each of its subsidiariesSubsidiaries, each as amended to date. Neither Company nor any of its subsidiaries Target is not in violation of any of the provisions of the Articles of Incorporation or Bylaws and none of its respective charter or bylaws or Subsidiaries is in violation of any material provisions of its equivalent organizational documents. Company is the owner of Target owns, directly or beneficially, all outstanding shares of capital stock of each of its subsidiaries Subsidiaries that is a corporation and all equity securities and interests of each of its Subsidiaries that is not a corporation, and all such shares or interests are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such subsidiary are Subsidiary that is a corporation and all equity securities and interests of each such Subsidiary that is not a corporation owned by Company Target or one or more of its Subsidiaries are free and clear of all liensany charge, chargesmortgage, claims pledge, security interest, restriction, claim, lien, or encumbrances or rights of othersencumbrance ("Liens"). There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities securities, voting agreements or proxies, 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 Company Target or any such subsidiary Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securitiessecurities of any such Subsidiary. Company Each of Target's Subsidiaries is listed on Schedule 2.1 hereto, and except as disclosed thereon, Target 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 BackWeb Parent, BackWeb Canada and its -------------------------------- subsidiaries BackWeb Technologies Inc., a Delaware corporation ("BackWeb Tech") ("BackWeb Canada" and collectively with BackWeb Tech, the "Subsidiaries"), is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organizationincorporation. Each of Company BackWeb Parent and its subsidiaries Subsidiaries has the corporate power to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure it is required to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect on Companyqualified. Company BackWeb Parent has delivered to Parent a true and correct copy of the Restated Articles of Incorporation (the "Articles of ----------- Incorporation"), and Second Restated Bylaws Association or other charter documents, as ------------- applicable, of Company BackWeb Parent and each of its subsidiariesSubsidiaries, each as amended to date, to Lanacom. Neither Company BackWeb Parent nor any of its subsidiaries Subsidiaries is in violation of any of the provisions of its respective charter or bylaws Articles of Association (or equivalent organizational documents). Company BackWeb Parent is the owner of all outstanding shares of capital stock of each of its subsidiaries Subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such subsidiary Subsidiary are owned by Company BackWeb Parent free and clear of all liens, charges, claims or encumbrances or rights of othersLiens. 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 Company BackWeb Parent or any such subsidiary Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. Company BackWeb 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 entity, other than in publicly traded companies held for passive investment and comprising less than 1% of the outstanding stock of such company)its Subsidiaries.

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 PSI and its -------------------------------- subsidiaries the PSI 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 PSI and its subsidiaries the PSI 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 CompanyPSI. Company PSI has delivered made available to Parent PMR 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 PSI and each of its subsidiariesthe PSI Subsidiaries, each as amended to date. Neither Company PSI nor any of its subsidiaries the PSI Subsidiaries is in violation of any of the provisions of its respective charter Certificate of Incorporation or bylaws Bylaws or equivalent organizational documents. Company Set forth in SCHEDULE 2.1 of the PSI Disclosure Schedule is a complete and accurate list of all Subsidiaries of PSI (the entities identified in SCHEDULE 2.1 are referred to collectively as the "PSI SUBSIDIARIES" and individually a "PSI SUBSIDIARY"). PSI is the owner of all outstanding shares of capital stock of each of its subsidiaries the PSI 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 PSI Subsidiary are owned by Company PSI 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 subsidiaryPSI Subsidiary, or otherwise obligating Company PSI or any such subsidiary PSI Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. Company Except as set forth in SCHEDULE 2.1 to the PSI Disclosure Schedule, PSI 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, its subsidiaries, 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 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 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 and Parent, each of its subsidiariessubsidiaries and Merger Sub, each as amended to date. Neither Company Parent nor any of its subsidiaries or Merger Sub 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 Merger Sub and each of its subsidiaries other subsidiaries, and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of Merger Sub and each such subsidiary of Parent’s other subsidiaries are owned by Company Parent free and clear of all liens, charges, claims or encumbrances or rights of others. There Except as set forth on Schedule 3.1 of the Parent Disclosure Schedule, 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 Parent, Merger Sub or any such subsidiaryother of Parent’s subsidiaries, or otherwise obligating Company Parent, Merger Sub, or any such subsidiary other of Parent’s subsidiaries 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 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 the 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 the Company and its subsidiaries has the corporate power to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure it is required to be so qualified qualified. Section 2.1 of the Company Disclosure Schedule sets forth a listing of each Company subsidiary indicating its jurisdiction of organization and in good standing could reasonably be expected to have a Material Adverse Effect on Companyits capitalization. The Company 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 the Company and each of its subsidiaries, each as amended to date, to SCM. Neither the Company 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. The Company is the owner of all outstanding shares of capital stock of each of its subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such subsidiary are owned by the Company free and clear of all liens, charges, claims claims, security interests or other encumbrances of any sort ("Liens") 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 the Company or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. Neither the Company does not nor any subsidiary directly or indirectly own owns any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any other 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 PMR and its -------------------------------- subsidiaries the PMR 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 PMR 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 PMR Material Adverse Effect on CompanyEffect. Company PMR has delivered made available to Parent PSI 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 PMR and each of its subsidiariesthe PMR Subsidiaries, each as amended to date. Neither Company PMR nor any of its subsidiaries the PMR Subsidiaries is in violation of any of the provisions of its respective charter Certificate of Incorporation or bylaws Bylaws or equivalent organizational documents. Company PMR is the owner of all outstanding shares of capital stock of each of its subsidiaries the entities set forth in SCHEDULE 3.1 of the PMR Disclosure Schedule (collectively, the "PMR SUBSIDIARIES" and each a "PMR SUBSIDIARY") and all such shares are duly authorized, validly issued, fully paid and nonassessable. SCHEDULE 3.1 is a complete and accurate list of all subsidiaries of PMR. All of the outstanding shares of capital stock of each such subsidiary PMR Subsidiary are owned by Company PMR 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 subsidiaryPMR Subsidiary, or otherwise obligating Company PMR or any such subsidiary PMR Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securitiessecurities of any such PMR Subsidiary. Company Except as set forth in SCHEDULE 3.1 to the PMR Disclosure Schedule, PMR 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 each of 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 each of its subsidiaries Subsidiaries 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 standing, individually or in the aggregate with any such other failures, could 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 Subsidiaries is in violation of any of the provisions of its respective charter or bylaws or equivalent organizational documents. Company is Other than 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 Persons listed in Section 2.1 of the outstanding shares of capital stock of each such subsidiary are owned by Company free and clear of all liensDisclosure Letter, 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 (and has not directly or indirectly owned) 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% Person. Section 2.1 of the Company Disclosure Letter sets forth a true, correct and complete list of each Subsidiary indicating (a) its officers and directors; (b) the record and beneficial owner of all of its issued and outstanding shares of capital stock; and (c) its jurisdiction of organization. All the outstanding capital stock of each Subsidiary is duly authorized, validly issued, fully paid and nonassessable. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any Subsidiary is a party or by which it is bound obligating any Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock of such company)Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any Subsidiary.

Organization, Standing and Power. Each of The Company and each of its -------------------------------- subsidiaries Subsidiaries is a corporation or other legal entity 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 own, lease and operate 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 nature of its business as conducted makes such qualification or licensing necessary, except where the failure to be so qualified and in good standing could would not be reasonably be expected likely to have a Material Adverse Effect on Companythe Company and its Subsidiaries taken as a whole. The Company has delivered to Parent made available a true and correct copy of the Restated Articles Certificate of Incorporation (the "Articles of ----------- Incorporation")and Bylaws, and Second Restated Bylaws or other equivalent charter documents, as ------------- applicable, of the Company and each of its subsidiariesSubsidiaries, each as amended to date, to Parent. Neither the Company nor any of its subsidiaries Subsidiaries is in violation of any of the provisions of its respective charter Certificate of Incorporation or bylaws Bylaws or equivalent organizational charter documents, as applicable. Company is Other than its interest in its wholly owned Subsidiaries, 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% entity. Section 3.1 of the outstanding stock Company Disclosure Letter sets forth a true and complete list of the names, jurisdictions of organization of each of the Company's Subsidiaries. Section 3.1 of the Company Disclosure Letter also sets forth for each such company)Subsidiary the individuals who comprise the board of directors or comparable body for each such entity, except as otherwise noted on such Section of the Company Disclosure Letter. The Company agrees to take, or cause to be taken, the actions necessary so that the individuals who comprise the board of directors or comparable body for each such entity will resign and be replaced by individuals specified by Parent effective as of the Effective Time.

Organization, Standing and Power. Each of the 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 the Company and its subsidiaries has the corporate power to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure it is required to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect on Companyqualified. The Company has delivered to Parent a true and correct copy of the Restated Articles of Incorporation (the "Articles of ----------- Incorporation"), Organization and Second Restated Bylaws or other charter documents, as ------------- applicable, of the Company and each of its subsidiaries, each as amended to date, to Splash. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of its respective charter Articles of Organization or bylaws Bylaws or equivalent organizational documents. The Company is the owner of all outstanding shares of capital stock of each of its subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such subsidiary are owned by the Company free and clear of all liens, charges, claims claims, security interests or other encumbrances of any sort ("Liens") 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 the Company or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding 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 Matrix and each of its -------------------------------- subsidiaries Subsidiaries is a corporation company duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company Matrix and each of its subsidiaries Subsidiaries 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 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 dateMatrix. Neither Company Matrix nor any of its subsidiaries Subsidiaries is in violation of any of the provisions of its respective charter or bylaws or equivalent organizational documents. Company is Other than 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 Subsidiaries listed on Section 2.1 of the outstanding shares of capital stock of each such subsidiary are owned by Company free and clear of all liensMatrix Disclosure Letter, 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 Matrix does not (and has 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 Person (excluding securities as defined in publicly traded companies held for passive investment and comprising less than 1% Section 8.4(h)). Section 2.1 of the Matrix Disclosure Letter sets forth a true, correct and complete list of each of Matrix’s Subsidiaries indicating (i) its officers and directors and (ii) the record and beneficial owner of all of its issued and outstanding shares of capital stock. All the outstanding capital stock of each of Matrix’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any Subsidiary is a party or by which it is bound obligating any Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock of such company)Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any Subsidiary.

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 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 standing, individually or in the aggregate with any such other failures, could reasonably be expected to have a Material Adverse Effect on the Company. The Company has delivered to Parent Acquirer a true true, correct and correct complete copy of the Restated Articles Certificate of Incorporation (the "Articles of ----------- Incorporation"), and Second Restated Bylaws or other charter comparable governing documents, as ------------- applicable, of the Company and each of its subsidiariesSubsidiary, in each case as amended to date. Neither the 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 documents. Schedule 2.1 of the Company Disclosure Letter sets forth a true, correct and complete list of each Subsidiary, and if there are not any Subsidiaries, the Company shall so indicate thereon. 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 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 charter 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 corporation, partnership, limited liability company, joint venture or Person 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 PAC and its Performance -------------------------------- subsidiaries Awareness (UK) LTD, a U.K. corporation ("PAC U.K."), and P.A.C. Japan Ltd., a Japanese corporation ("PAC JAPAN"), being PAC's only two 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 PAC 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 CompanyPAC. Company Each jurisdiction where PAC or any of its subsidiaries is qualified to do business is identified on Exhibit C-1. PAC has delivered to Parent a true and correct ----------- copy of the Amended and Restated Articles of Incorporation Incorporation, as amended (the "Articles of ----------- IncorporationARTICLES OF INCORPORATION"), and Second Restated Bylaws Bylaws, as amended, or other charter documents, as ------------- applicable, of Company PAC and each of its subsidiaries, each as amended to date, to legal counsel for Rational. Neither Company PAC 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 PAC is the owner of all outstanding shares of capital stock of each of its two 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 PAC 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 PAC or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. Company PAC 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 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 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 Bylaws the 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 organization documents. Neither Parent nor any of its subsidiaries 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 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 Except as disclosed in Parent SEC Documents (as defined in Section 3.4), 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 Company Systinet and each of its -------------------------------- subsidiaries Subsidiaries (as defined in Section 8.4(n)) is a corporation company duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company Systinet and each of its subsidiaries Subsidiaries 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 standing, individually or in the aggregate with any such other failures, could reasonably be expected to have a Material Adverse Effect (as defined in Section 8.4(i)) 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 dateSystinet. Neither Company Systinet nor any of its subsidiaries Subsidiaries is in violation of any of the provisions of its respective charter or bylaws or equivalent organizational documents. Company is Other than 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 Persons (as defined in Section 8.4(k)) listed on Section 2.1 of the outstanding shares of capital stock of each such subsidiary are owned by Company free and clear of all liensSystinet Disclosure Letter, 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 Systinet does not (and has 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% Person. Section 2.1 of the Systinet Disclosure Letter sets forth a true, correct and complete list of each of its Subsidiaries indicating (i) its officers and directors and (ii) the record and beneficial owner of all of its issued and outstanding shares of capital stock. All the outstanding capital stock of each of Systinet’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any of Systinet’s Subsidiaries is a party or by which it is bound obligating any of Systinet’s Subsidiaries to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock of such company)Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of Systinet’s Subsidiaries.

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 Parent and each of its -------------------------------- subsidiaries which is a significant subsidiary within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act (an "Parent Significant Subsidiary") is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Company Parent and its subsidiaries Parent Significant Subsidiaries has the corporate power to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to would have a Material Adverse Effect on CompanyParent. Company Parent has delivered to Parent made available a true and correct copy of the Restated Articles Certificate of Incorporation (the "Articles and Bylaws of ----------- Incorporation"), Parent and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company and each of its subsidiariesMerger Sub, each as amended to date, to Company. Neither Company Parent nor Merger Sub (or any of its subsidiaries other subsidiary) is in violation of any of the provisions of its respective charter Certificate of Incorporation or bylaws or equivalent organizational documentsBylaws. Company Parent is the owner of all outstanding shares of capital stock of each of its subsidiaries Parent Significant Subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such subsidiary 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 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 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 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 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 and its -------------------------------- subsidiaries MSM is a corporation duly organized and -------------------------------- organized, validly existing and in good standing under the laws of its jurisdiction state of organization. Each of Company incorporation and its subsidiaries has the all requisite corporate power and authority to own own, operate and lease its properties and to carry on its business as now being conducted and as presently proposed to be conducted and conducted. MSM is duly qualified to do business as a foreign corporation 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 qualify would have a Material Adverse Effect material adverse effect on CompanyMSM's Business Condition. Company Other than those Subsidiaries identified in the MSM Disclosure Schedule, MSM has no Subsidiaries or affiliated companies and does not otherwise own or control, directly or indirectly, any equity interest in any corporation, association or business entity. In this Agreement, a "Subsidiary" means (a) any corporation more than fifty percent (50%) of whose outstanding voting securities are, or any partnership, joint venture or other entity more than fifty percent (50%) of whose total equity interest is, directly or indirectly, owned by MSM and (b) which, in addition, is material to MSM based on its assets, revenues or profits. No entity that would otherwise be deemed a subsidiary of MSM shall be included in the defined term "Subsidiary" unless it is material to MSM. The MSM Disclosure Schedule sets forth a true and complete list of the states and foreign countries where MSM is qualified as a foreign corporation. MSM has no direct or indirect equity interest in or loans to any partnership, corporation, joint venture, business association or other entity. MSM has delivered to Parent a true Telegen complete and correct copy copies of the Restated Articles Certificate of Incorporation (the "Articles and Bylaws of ----------- Incorporation"), and Second Restated Bylaws or other charter documents, as ------------- applicable, of Company MSM and each of its subsidiariesSubsidiaries, if any, in each case as amended to date. Neither Company nor any the date hereof, and has delivered or made available minutes of its subsidiaries is in violation all of any directors' and stockholders' meetings, and stock certificate books of MSM, which correctly set forth the provisions of its respective charter or bylaws or equivalent organizational documents. Company is the owner record ownership 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)MSM.

Organization, Standing and Power. Each The Company is a corporation, each of its Subsidiaries is a corporation, limited liability company or limited liability company and each of the Company, and each of the Company and each of its -------------------------------- subsidiaries Subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws Laws of its jurisdiction of organizationorganization as set forth opposite its name in Section 2.1 of the Company Disclosure Letter. Each of the Company and each of its subsidiaries Subsidiaries has the corporate (or other applicable entity) power to own own, lease and operate its properties and to carry on conduct 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 set forth opposite its name 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 Section 2.1 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 dateDisclosure Letter. 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. 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 Section 2.1 of the outstanding shares Company Disclosure Letter sets forth a list of capital stock the Company's officers and directors. Other than the entities listed on Section 2.1 of each such subsidiary are owned by the Company free and clear of all liensDisclosure Letter, 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 (and has not directly or indirectly owned) any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporationPerson. Section 2.1 of the Company Disclosure Letter sets forth a true, partnershipcorrect and complete list of each of the Company's Subsidiaries indicating (i) its officers and directors, limited liability company, joint venture or other business association or entity and (excluding securities in publicly traded companies held for passive investment ii) the record owners of all of its issued and comprising less than 1% outstanding shares of capital stock. All of the outstanding capital stock of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any of the Company's Subsidiaries is a party or by which it is bound obligating any of the Company's Subsidiaries to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock of such company)Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Company's Subsidiaries.

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 Merger Sub 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 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 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 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 for Merger Sub, 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. Parent has no committees of the outstanding stock its Board of such company)Directors, charters, codes of conduct or ethics, or similar policies.

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. Each of the 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 the Company and its subsidiaries has the corporate power to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure it is required to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect on Companyqualified. The 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 the Company and each of its subsidiaries, each as amended to date, to Splash. Neither the Company 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. The Company is the owner of all outstanding shares of capital stock of each of its subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such subsidiary are owned by the Company free and clear of all liens, charges, claims claims, security interests or other encumbrances of any sort ("Liens") 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 the Company or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (excluding 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 Genesys 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 Genesys 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 CompanyGenesys. Company Genesys has delivered to Parent made available 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 Genesys and each of its subsidiaries, each as amended Merger Sub to dateForte. Neither Company Genesys 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 Genesys 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 Genesys 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 Genesys or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. Company Except as disclosed in the Genesys SEC Documents, Genesys 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 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 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 Target 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 Target and its subsidiaries has the corporate power to own its properties and to carry on its business substantially as now being conducted and as presently proposed to be conducted and to the knowledge of Target 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 would have or could reasonably be expected to have a Material Adverse Effect on CompanyTarget. Company Target 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 Target and each of its subsidiaries, each as amended to date, to Merger Sub. Neither Company Target 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, except for violations that would not and could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect on the Target. Company Target 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 nonassessablenon-assessable. All of the outstanding shares of capital stock of each such subsidiary are owned by Company Target, directly or indirectly through its subsidiaries, free and clear of all liensLiens, charges, claims or and 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 Target or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. Company Except as disclosed in the Target SEC Documents (as defined in Section 5.4), Target 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, partnership limited liability company, joint venture or other business association or entity entity. For purposes of this Agreement, “Lien” means, with respect to any asset (excluding securities including any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in publicly traded companies held respect of such asset; provided, however, that the term “Lien” shall not include (i) statutory liens for passive investment Taxes, which are not yet due and comprising less than 1% payable or are being contested in good faith by appropriate proceedings and disclosed in Section 5.14 of the outstanding stock Target Disclosure Schedule, (ii) statutory or common law liens to secure landlords, lessors or renters under leases or rental agreements confined to the premises rented, (iii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated under applicable laws, (iv) statutory or common law liens in favor of such company)carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other like liens, and (v) restrictions on transfer of securities imposed by applicable state and federal securities laws.

Organization, Standing and Power. Each of Company and each of its -------------------------------- direct or indirect corporate or non-corporate subsidiaries and any other entity in which Company or such subsidiaries have a direct or indirect equity participation ("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 each of 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 where it is required by law to be so qualified and in good standing could reasonably be expected qualified, except where such failure to qualify would not have a Material Adverse Effect (as defined in Section 9.3) on CompanyCompany or any of its Subsidiaries. Company has delivered to Parent a true and correct copy Section 2.1 of the Restated Articles Company Disclosure Schedule sets forth (i) the name of Company and each of its Subsidiaries, (ii) the jurisdiction of organization of the Company and each of its Subsidiaries, (iii) each jurisdiction in which Company and each of its Subsidiaries is duly qualified to do business and in good standing, and (iv) all former names and all fictitious or assumed names under which Company and each of its Subsidiaries does or has done business. True, correct and complete copies of the Certificate of Incorporation (the "Articles of ----------- Incorporation"), and Second Restated Bylaws or other charter documents, as ------------- applicable, of each of Company and each of its subsidiariesSubsidiaries, each as amended to datethe date of this Agreement, have been delivered to Parent and are included in Section 2.1 of the Company Disclosure Schedule. Neither Company nor any of its subsidiaries Subsidiaries is in violation of any of the provisions of its respective Certificate of Incorporation or Bylaws or other charter or bylaws or equivalent organizational documents, as applicable. Neither Company is the owner of all outstanding shares of capital stock of each nor any 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 Subsidiaries owns or ever has 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, for any equity or similar interest in, any corporation, partnership, joint venture, limited liability company, joint venture company or other business association or entity (excluding securities entity, other than Company's current ownership interest in publicly traded companies held for passive investment and comprising less than 1% its Subsidiaries. Section 2.1 of the outstanding stock Company Disclosure Schedule sets forth a list of such company)each of the officers and directors of Company and each of its Subsidiaries.

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 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. The Company has delivered to Parent Acquiror a true true, correct and correct complete copy of the Restated Articles Certificate of Incorporation (the "Articles of ----------- Incorporation"), and Second Restated Bylaws or other charter comparable governing documents, as ------------- applicable, of the Company and each of its subsidiariesSubsidiary, in each case as amended to date. Neither the 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 documents. Schedule 2.1 sets forth a true, correct and complete list of each Subsidiary, and if there are not any Subsidiaries, the Company shall so indicate thereon. The Company is the owner of all of the issued and outstanding shares of capital stock of each of its subsidiaries Subsidiary and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the issued and outstanding shares of capital stock of each such subsidiary Subsidiary are owned by the Company free and clear of all liensEncumbrances and are not subject to any preemptive right or right of first refusal created by statute, chargesthe Certificate of Incorporation and Bylaws or other charter documents, claims as applicable, of such Subsidiary or encumbrances any agreement to which such Subsidiary is a party or rights of othersby which 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 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)Person.

Organization, Standing and Power. Each (a) Section 3.1 of the Company Disclosure Letter contains a complete and accurate list of the name and jurisdiction of organization of the Company and each of its Subsidiaries (each of the Company and its -------------------------------- subsidiaries Subsidiaries is referred to herein as an “Acquired Company” and, collectively, as the “Acquired Companies”), the Company’s percentage ownership of any Acquired Company that is not a corporation wholly owned Subsidiary of the Company and the jurisdictions in which each Acquired Company is qualified to conduct business. Except as set forth on Section 3.1 of the Company Disclosure Letter the Company directly or indirectly owns of record and beneficially all of the outstanding equity interest in the Acquired Companies (other than the Company) and, as of the date hereof, (A) there are not outstanding or authorized (1) securities of any Acquired Company (other than the Company) convertible into or exchangeable for shares of capital stock or voting securities of any such Acquired Company (other than the Company) or (2) any options, calls, warrants, pre-emptive rights, anti-dilution rights or other rights, rights agreements, stockholder rights plans, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any such Acquired Company (other than the Company), (B) no Acquired Company (other than the Company) has issued, sold or granted phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any capital stock of any such Acquired Company (other than the Company) and, other than as set forth in Section 3.2(g) of the Company Disclosure Letter, there are no outstanding stock appreciation rights issued by any such Acquired Company (other than the Company) with respect to the capital stock of any such Acquired Company (“Company Subsidiary Stock Equivalents”), and (C) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Company (other than the Company) having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which the stockholders or other equity holders of any such Acquired Company (other than the Company) may vote (“Company Subsidiary Voting Debt”). Each Acquired Company (i) is an entity duly organized and organized, validly existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction of organization. Each of Company , (ii) has all requisite corporate or similar power and its subsidiaries has the corporate power authority to own own, lease and operate its properties and assets and to carry on its business as now being conducted and as presently proposed to be conducted and (iii) is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the failure to be so qualified nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, in each case, except for any such failures that, individually or in the aggregate, have not had, and in good standing could would not reasonably be expected to have 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)Effect.

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. (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 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 or made available a true and correct copy of the Restated Articles Certificate of Incorporation Incorporation, as amended (the "Articles Certificate of ----------- Incorporation"), and Second Amended and Restated Bylaws or other charter documents, as ------------- applicable, of Company and each of its subsidiaries, each as amended to date, to Parent. Neither Company 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 is the owner of all outstanding shares of capital stock of each of its subsidiaries (other than directors' qualifying shares) 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.