Common use of Organization and Qualification; Subsidiaries Clause in Contracts

Organization and Qualification; Subsidiaries. Each of the Company and each subsidiary of the Company (a "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Material Adverse Effect. When used in connection with the Company or any Subsidiary, the term "Material Adverse Effect" means any change or changes, event(s), condition(s), development(s) or effect(s) that adversely affects, or may be reasonably likely to adversely affect, individually or in the aggregate, the business, operations, results of operations, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) of the Company and the Subsidiaries taken as a whole and the value of the Shares, in any case, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting the contract manufacturing market. A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

Organization and Qualification; Subsidiaries. Each of the The Company and each subsidiary of the Company (a "Subsidiary"), ) is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure failure(s) to be so organized, existing or in good standing or to have such power, power and authority and governmental approvals would not, individually or in the aggregate, have a Company Material Adverse Effect (as defined below). The Company and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures any failure(s) to be so qualified or licensed and or in good standing that would not, individually or in the aggregate, have a Company Material Adverse Effect. When used in connection with the Company or any Subsidiary, the The term "Company Material Adverse Effect" means any change or changes, event(s), condition(s), development(s) effect that is or effect(s) that adversely affects, or may be is reasonably likely to adversely affect, individually or in the aggregate, be materially adverse to the business, operationsassets, results of operations, properties, condition, operations or financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) condition of the Company and the Subsidiaries Subsidiaries, taken as a whole whole, or otherwise materially and adversely affects the value ability of the SharesCompany to consummate the Merger, in any case, except for such changes or effects that may relate solely to the incurrence by an amount equal to at least $2,500,000; provided, however, the Company of the Company Transaction Expenses and except for such changes or effects that a Material Adverse Effect shall not include any adverse effect resulting from are the result of general economic conditions or conditions generally affecting the contract manufacturing marketCompany's industry generally. A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage percentage, if less than one hundred (100%) percent, of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth in Section on Schedule 3.01 of the separate Disclosure Schedule, which has been Schedule previously delivered prior to the date of this Agreement by the Company to Parent (the "Company Disclosure Schedule"). Except as disclosed in such Section set forth on said Schedule 3.01, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

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

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

Organization and Qualification; Subsidiaries. Each The Company Disclosure Schedule sets forth the jurisdiction of the incorporation of Company and each subsidiary of Company (the "Company Subsidiaries"). Each of Company and the Company (a "Subsidiary"), Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the such jurisdiction of its incorporation and has the all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have obtain such power, authority and governmental approvals would nothas not had, and could not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect (as defined below). The Each of Company and each Subsidiary the Company Subsidiaries is duly qualified or licensed as a foreign corporation or organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would nothave not had, and could not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. When used in connection with Other than the Company Subsidiaries, there are no corporations, partnerships, joint ventures, associations or other similar entities in which Company owns, of record or beneficially, any direct or indirect equity or other similar interest or any Subsidiary, right (contingent or otherwise) to acquire the same. The term "Company Material Adverse Effect" means any change changes in or changes, event(s), condition(s), development(s) or effect(s) effects on the business of Company that adversely affects, or may be reasonably likely is materially adverse to adversely affect, individually or in the aggregate, the business, operationscondition (financial or otherwise), assets (tangible or intangible), liabilities (including contingent liabilities), or results of operationsoperations or prospects of Company, propertiesexcept for any such changes or effects principally resulting from or principally arising in connection with (i) any changes affecting the wireless telecommunications equipment industry that do not have a disproportionate impact on Company, condition(ii) any changes in general economic conditions that do not disproportionately impact Company, financial condition(iii) in and of itself, cash flows, assets or liabilities (including, without limitation, contingent liabilities) any change in the trading price of the Company and Common Stock (including any proceedings which may be initiated by Nasdaq with respect to the Subsidiaries taken as a whole and the value listing status of the Shares, in any case, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting Company Common Stock based on the contract manufacturing market. A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage failure of the outstanding capital stock trading price to meet the minimum bid requirements), (calculated on a fully diluted basisiv) the taking of each Subsidiary owned any action expressly required by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date terms of this Agreement by or (v) a decline in commercial product revenues attributable to the Company to Parent (public announcement of the "Disclosure Schedule"). Except as disclosed in such Section 3.01, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entityMerger.

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

Organization and Qualification; Subsidiaries. Each of the Company and each subsidiary of its "Significant Subsidiaries" (as such term is defined in Regulation S-X promulgated by the Company Securities and Exchange Commission (a the "SubsidiarySEC"), ) is a corporation or other entity duly incorporated or organized, validly existing and and, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite corporate or other power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals Approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Each of the Company and each Subsidiary is its subsidiaries is, as applicable, duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have a Material Adverse Effect. When used in this Article 3 or elsewhere in this Agreement in connection with the Company or any Subsidiaryof its subsidiaries, the term "Material Adverse Effect" means any change change, event or changes, event(s), condition(s), development(s) or effect(s) effect that adversely affects, or may be reasonably likely is materially adverse to adversely affect, individually or in the aggregate, the business, operations, financial condition or results of operations, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) operations of the Company and the Subsidiaries its subsidiaries taken as a whole and whole, excluding (i) any changes or effects resulting from any matter, which matter was expressly approved by the value Board of Directors of the SharesCompany following the date hereof unless, with respect to such matter, both directors of the Company who are also executive officers of Parent either voted against or abstained from voting (such matter and related contemplated transactions, an "Approved Matter") and (ii) changes in any case, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting in the contract manufacturing marketeconomy as a whole. A true Other than wholly owned subsidiaries and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except except as disclosed in such the Company SEC Reports or Section 3.013.1 of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business business, association or entity. As used in this Agreement, "subsidiary" with respect to any person shall mean any entity which such person has the ability to control the voting power thereof, either through ownership of equity interests or otherwise, provided that under no circumstances shall the Company and its subsidiaries be deemed to be subsidiaries of Parent.

Organization and Qualification; Subsidiaries. Each of the Company and each subsidiary of the Company (a "Subsidiary"), its subsidiaries is a corporation corporation, limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and or organization, has the all requisite corporate, limited partnership or limited liability company power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conductedconducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification necessary, except other than where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, not have a Company Material Adverse Effect. When used in connection with the Company or any Subsidiary, the The term "Company Material Adverse Effect" means as used in this Agreement shall mean any change or changes, event(s), condition(s), development(s) or effect(s) that adversely affects, or may be reasonably likely to adversely affecteffect that, individually or in the aggregatewhen taken together with all other such changes or effects, would be materially adverse to the business, operations, results of operations, properties, conditionassets, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) results of operations of the Company and the Subsidiaries its subsidiaries, taken as a whole and the value of the Shares, in any case, by an amount equal to at least $2,500,000whole; provided, howeverthat none of the following shall be deemed in and of themselves to constitute, that and none of the following shall be taken into account in determining whether there has been, a Company Material Adverse Effect shall not include Effect: (i) any change in the market price or trading volume of the capital stock of the Company after the date hereof, (ii) the suspension of trading in securities generally on the New York Stock Exchange or the American Stock Exchange or the NASDAQ National Market, (iii) any adverse effect resulting change, event, development or offset arising from or relating to (A) general business or economic conditions or (B) general business or economic conditions generally affecting relating to any industries in which the contract manufacturing market. A true and complete list Company or any of all the Subsidiariesits subsidiaries participates, together with the jurisdiction of incorporation of in each Subsidiary and the percentage of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, case which is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior not specific to the date of this Agreement by the Company and its subsidiaries, and (iv) any adverse change, event, development or effect arising from or relating to Parent (the "Disclosure Schedule"). Except as disclosed any change in such Section 3.01, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entityU.S. generally accepted accounting principles.

Organization and Qualification; Subsidiaries. Each of the Company and each subsidiary of the Company (a "Subsidiary"), its subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction of its incorporation organization and has the all requisite corporate or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the any such failure to be so organized, existing or in good standing or to have such power, power or authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined below)Effect. The Each of the Company and each Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, business in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for any such failures failure to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Material Adverse Effect. When used in connection with the Company or any Subsidiary, the term "“Material Adverse Effect" ” means any event, circumstance, change or changes, event(s), condition(s), development(s) or effect(s) effect that adversely affectsis, or may would reasonably be reasonably likely expected to adversely affectbe, individually or in the aggregate, materially adverse to the business, operationsfinancial condition or results of operations of the Company and its subsidiaries taken as a whole, other than any such event, circumstance, change or effect resulting from (i) changes in economic, financial market or geopolitical conditions, either generally or in or affecting the regions in which the Company or its subsidiaries operate, (ii) general changes or developments in any of the industries in which the Company or its subsidiaries operate, (iii) the announcement of this Agreement and the transactions contemplated hereby, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Company or its subsidiaries due to the announcement and performance of this Agreement or the identity of the Debt Purchaser, or the performance of this Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein, (iv) any actions required under this Agreement to obtain any approval, authorization or license under applicable Law for the consummation of the transactions contemplated hereby (provided that this clause (iv) shall be disregarded for purposes of the representations and warranties of the Company set forth in Section 2.5), (v) changes in any applicable Law or applicable accounting regulations or principles or interpretations thereof, (vi) any outbreak or escalation of hostilities or war or any act of terrorism, or (vii) any failure by the Company to meet any published analyst estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, propertiesin and of itself (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect); provided that, conditionin the case of the immediately preceding clauses (i), financial condition(ii), cash flows(v) and (vi) the impact of such event, assets circumstance, change or liabilities (including, without limitation, contingent liabilities) of effect does not affect the Company and the Subsidiaries its subsidiaries, taken as a whole and the value of the Shareswhole, in any case, by an amount equal a manner that is materially and adversely disproportional to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting other participants in the contract manufacturing market. A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth industries in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entityand its subsidiaries operate.

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

Organization and Qualification; Subsidiaries. Each of the Company and each subsidiary of the Company (a "Subsidiary"), Sellers is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation in which it is organized and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where . Each of the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company and each Subsidiary Sellers is duly qualified or licensed as a foreign corporation to do business, business and is in good standing, standing in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except for other than in such failures jurisdictions where the failure to be so qualified or licensed and in good standing that would not, (individually or in the aggregate, ) would not reasonably be expected to have a Material Adverse EffectEffect on the Assets or the Business. When As used in connection with the Company or any Subsidiarythis Agreement, the term "“Material Adverse Effect" means ” means, with respect to the Assets, the Business or Buyer, as applicable (the Assets, the Business or Buyer, as applicable, being referred to in this sentence as “such Person”), any change, effect, event, occurrence or state of facts (or any development that has had or is reasonably likely to have any change or changes, event(s), condition(s), development(s) or effect(seffect) that adversely affects, or may be reasonably likely is materially adverse to adversely affect, individually or in the aggregate, the business, operations, financial condition or results of operationsoperations of such Person and its Subsidiaries, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) of the Company and the Subsidiaries taken as a whole and whole, or which would prevent or materially delay the value consummation of the Shares, in any case, by an amount equal to at least $2,500,000transactions contemplated hereby; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been a Material Adverse Effect shall not include Effect: (i) changes, events or occurrences in financial, credit, banking or securities markets (including any disruption thereof and any decline in the price of any security or market index); (ii) any adverse change, event, development or effect arising from or relating to general business or economic conditions (including the business of such Person and its Subsidiaries) which does not relate only to such Person and its Subsidiaries; (iii) any failure by such Person to meet internal forecasts or projections or published revenue or earnings predictions for any period ending (or for which revenues or earnings are released) on or before the Closing Date; (iv) any adverse change, event, development or effect attributable to the announcement or pendency of the transactions contemplated hereby (including any cancellations of or delays in customer agreements, any reduction in sales, any disruption in supplier, partner or similar relationships or any loss of employees), or resulting from general economic conditions or conditions generally affecting relating to compliance with the contract manufacturing marketterms of, or the taking of any action required by, this Agreement; (v) any adverse change, event, development or effect arising from or relating to any change in GAAP; (vi) any adverse change, event, development or effect arising from or relating to national or international political or social conditions, including the engagement by the United States in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack anywhere in the world; and (vii) any adverse change, event, development or effect arising from or relating to laws, rules, regulations, orders or other binding directives issued by any Governmental Entity that do not relate only to such Person and its Subsidiaries. A true and complete list The term “Subsidiary,” with respect to any Person, means any corporation or other legal entity of all the Subsidiaries, which such Person controls (either alone or through or together with the jurisdiction of incorporation of each Subsidiary and the percentage any other Subsidiary), directly or indirectly, more than 50% of the outstanding capital stock (calculated on a fully diluted basis) or other ownership interests the holders of each Subsidiary owned by which are generally entitled to vote for the Company, each other Subsidiary and any third party, is set forth in Section 3.01 election of the Disclosure Schedule, which has been delivered prior to the date board of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture directors or other business association governing body of such corporation or other legal entity.

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

Organization and Qualification; Subsidiaries. Each of the Company and each subsidiary of the Company (each such subsidiary a "Company Subsidiary"), and collectively the "Company Subsidiaries") is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the all requisite corporate or other power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure failures to be so organized, existing or in good standing or to have such corporate or other power, and authority have not had, and governmental approvals would notcould not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect (as defined below). The Each of the Company and each Subsidiary the Company Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would nothave not had, and could not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. When used in connection with the Company or any Subsidiary, the The term "Company Material Adverse Effect" means any change in or changes, event(s), condition(s), development(s) or effect(s) that adversely affects, or may be reasonably likely to adversely affect, individually or in effect on the aggregate, the business, operations, results of operations, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) business of the Company and the Company Subsidiaries that is materially adverse to the business, assets, financial condition or results of operations of the Company and the Company Subsidiaries taken as a whole and the value of the Shareswhole, in except for any case, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse such change or effect resulting from or arising out of (i) changes in circumstances or conditions affecting the advertising industry in general, (ii) changes in general United States or global economic or business conditions or conditions generally affecting financial markets or (iii) the contract manufacturing market. A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date announcement of this Agreement by or the transactions contemplated hereby. The Company has heretofore made available to Parent (a complete and correct copy of the "Disclosure Schedule"). Except as disclosed in such Section 3.01, Amended and Restated Certificate of Incorporation and the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.Amended and Restated By-Laws of the

Organization and Qualification; Subsidiaries. Each of the -------------------------------------------- Company and each subsidiary of the Company (a "Subsidiary"), its Subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and all any necessary governmental authority and approvals to own, operate or lease and the properties that it purports to own, operate its properties or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (with respect to jurisdictions that recognize the concept of good standing), in each jurisdiction where the character of the its properties owned, operated or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for any such failures to be so qualified or licensed and in good standing that would notthat, individually or and in the aggregate, have not had and are not reasonably likely to have, a Material Adverse EffectEffect or prevent or materially delay the consummation of the Offer or the Merger. When used in connection with the Company or any SubsidiaryFor purposes of this Agreement, the term "Material Adverse ---------------- Effect" means any change or changes, event(s), condition(s), development(s) or effect(s) that adversely affects, or may be reasonably likely a materially adverse effect to adversely affect, individually or in the aggregate, the business, operations, results of operations, properties, condition, financial condition, cash flows, assets condition ------ or liabilities (including, without limitation, contingent liabilities) operations of the Company and the its Subsidiaries taken as a whole whole, other than adverse effects from (i) conditions, circumstances or changes in the general economy or capital markets or (ii) any disclosure of this Agreement. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the value By-Laws of the SharesCompany as currently in effect. Neither the Company nor any of its Subsidiaries, directly or indirectly, owns any interest in any case, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting the contract manufacturing market. A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned by Person other than the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity's Subsidiaries.

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

Organization and Qualification; Subsidiaries. Each of the The Company and each subsidiary of the Company its Subsidiaries (a "Subsidiary"), as hereinafter defined) is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organizedincorporated, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Company Material Adverse Effect (as defined below). The Company is and each Subsidiary of its Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures failure to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Company Material Adverse Effect. When used in connection with the Company or any Subsidiary, the The term "Company Material Adverse Effect" means any change change, effect or circumstance that individually or when taken together with all other such changes, event(s)effects or circumstances that have occurred prior to the date of determination of the occurrence of the Company Material Adverse Effect, condition(s), development(s(x) or effect(s) that adversely affects, or may will be reasonably likely materially adverse to adversely affect, individually or in the aggregate, the business, operations, properties, assets, financial condition or results of operations, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) operations of the Company and the all of its Subsidiaries taken as a whole and whole, or (y) will impair in any material respect the value Company's ability to perform any of its obligations or agreements hereunder or under the other Transaction Documents, provided that none of the Shares, in any case, by an amount equal to at least $2,500,000; provided, however, that following shall constitute a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting the contract manufacturing market. A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

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

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

Organization and Qualification; Subsidiaries. (a) Each of the Company and each subsidiary of the Company (a collectively, the "SubsidiaryCompany Subsidiaries"), ) has been duly organized and is a corporation duly organized, -------------------- validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where . Each of the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would notthat, individually or in the aggregate, have a no Material Adverse EffectEffect on the Company. When used in connection with the Company or any SubsidiaryFor purposes of this Agreement, the term "Material Adverse EffectEffect on the Company" means any state of affairs -------------------------------------- or change or changes, event(s), condition(s), development(s) or effect(s) that adversely affectshas had, or may be reasonably likely to adversely affectwill have, individually or in the aggregate, a material adverse effect on the business, operationsassets, properties, results of operations, properties, condition, operations or condition (financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilitiesotherwise) of the Company and the Subsidiaries Company Subsidiaries, taken as a whole whole, or that has materially impaired or will materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the Merger and the value other transactions contemplated by this Agreement, except that none of the Shares, following shall be deemed in any case, by an amount equal themselves to at least $2,500,000; provided, however, that constitute a Material Adverse Effect shall not include on the Company: (i) any change in the market price or trading volume of the Company Common Stock after the date hereof, (ii) any change in general economic conditions, (iii) any adverse effect resulting from general economic conditions or conditions generally change affecting the contract manufacturing market. A true e-commerce industry generally, and complete list of all (iv) transaction costs, taxes, accounting changes, integration costs and other effects that result directly from the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage announcement or consummation of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned transactions contemplated by the Company, each other Subsidiary and any third party, is set forth in Section 3.01 of the Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entityAgreement.

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

Organization and Qualification; Subsidiaries. (a) Each of the Company and each subsidiary of the Company (a "Subsidiary"), ) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Material Adverse Effect. When used in connection with the Company or any Subsidiary, the term "Material Adverse Effect" means any change or changes, event(s), condition(s), development(s) or effect(s) that adversely affects, or may be reasonably likely to adversely affecteffect that, individually or in the aggregate, aggregate when taken together with any other adverse changes and effects is or is reasonably likely to be materially adverse to the business, operations, results of operations, properties, condition, condition (financial condition, cash flowsor otherwise), assets or liabilities (including, without limitation, contingent liabilities) of the Company and the Subsidiaries taken as a whole and whole), other than any effect relating to (i) the value of the SharesUnited States economy in general or, (ii) changes in economic conditions that affect, in any casegeneral, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting the contract manufacturing marketbusiness in which the Company is engaged. A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned by the Company, Company and each other Subsidiary and any third partySubsidiary, is set forth in Section 3.01 2.01 of the Disclosure Schedule, which has been Schedule previously delivered prior to the date of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.012.01, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. (b) Each Subsidiary that is material to the business, operations, condition (financial or otherwise), assets or liabilities (including, without limitation, contingent liabilities) of the Company and the Subsidiaries taken as a whole is so identified in Section 2.01 of the Disclosure Schedule and is referred to herein as a "Material Subsidiary". Section 2.02.

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

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

Organization and Qualification; Subsidiaries. (a) Each of the Company and each subsidiary of the Company (a "Subsidiary"), its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and all any necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or and in good standing or to have such power, authority and governmental approvals approval would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined below). The Each of the Company and each Subsidiary of its Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. When used in connection with the Company or any Subsidiaryof its Subsidiaries, the term "Material Adverse Effect" means any change or changes, event(s), condition(s), development(seffect that (a) or effect(s) that adversely affects, or may be reasonably likely to adversely affect, either individually or in the aggregateaggregate with all other changes or effects, is materially adverse to the business, operationscondition (financial or otherwise), or results of operations, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) operations of the Company and the its Subsidiaries taken as a whole and or (b) would prevent consummation of, or materially adversely affect the value ability of the Sharesparties hereto to consummate, in any case, the transactions contemplated by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions this Agreement. (b) The only direct or conditions generally affecting the contract manufacturing market. A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage indirect Subsidiaries of the outstanding capital stock (calculated on a fully diluted basisCompany are those listed in Section 3.1(b) of each Subsidiary owned by the Company, each other Subsidiary and any third party, is Disclosure Schedule. Except as set forth in Section 3.01 3.1(b) of the Disclosure Schedule, which has all the outstanding shares of capital stock of and other equity interests in each such Subsidiary have been delivered prior to validly issued and are fully paid and non-assessable and are owned (of record and beneficially) by the date Company, by another Subsidiary of this Agreement the Company or by the Company to Parent and another such Subsidiary, free and clear of all pledges, claims, mortgages, liens, charges, encumbrances and security interests of any kind or nature whatsoever (the collectively, "Disclosure ScheduleLiens"). Section 3.1(b) sets forth a list of any other person that owns capital stock of and other equity interests in any Subsidiary of the Company, and the amount of such capital stock so owned. Except as disclosed for the ownership interests set forth in such Section 3.013.1(b) of the Disclosure Schedule, the Company does not own, directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest inindirectly, any corporation, partnership, joint venture capital stock or other business association or entity.ownership interest in any other person. SECTION 3.2

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

Organization and Qualification; Subsidiaries. (a) Each of the Company and each subsidiary of the Company (each a "Subsidiary"), ) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Each of the Company and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Material Adverse Effect. When used in connection with the Company or any Subsidiary, the term "Material Adverse Effect" means any event, circumstance, change or changes, event(s), condition(s), development(s) or effect(s) that adversely affects, or may be reasonably likely to adversely affecteffect that, individually or in the aggregateaggregate with all other events, circumstances, changes and effects, is or is reasonably likely to be materially adverse to the business, operationscondition (financial or otherwise), assets, liabilities or results of operations, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) operations of the Company and the Subsidiaries taken as a whole and the value of the Shares, in any case, by an amount equal to at least $2,500,000; provided, however, that a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions or conditions generally affecting the contract manufacturing marketwhole. (b) A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned by the Company, each other Subsidiary and any third partySubsidiary, is set forth in Section 3.01 2.1(b) of the Disclosure Schedule, which has been delivered prior to Schedule of Exceptions. Each Subsidiary is a wholly-owned subsidiary of the date of this Agreement by the Company to Parent (the "Disclosure Schedule")Company. Except as disclosed in such Section 3.012.1(b) of the Schedule of Exceptions, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

Organization and Qualification; Subsidiaries. Each of the Company Buyer and each subsidiary of the Company (a "Subsidiary"), Merger Subsidiary is a corporation corporation, partnership or other legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Buyer Material Adverse Effect (as defined below). The Company Each of Buyer and each Merger Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Buyer Material Adverse Effect. When used in connection with the Company or any Subsidiary, the The term "Buyer Material Adverse Effect" means any change or changeseffect that is or would be materially adverse to the assets, event(s), condition(s), development(s) or effect(s) that adversely affects, or may be reasonably likely to adversely affect, individually or in the aggregate, the business, operations, results of operationsoperations or financial condition of Buyer, properties, condition, financial condition, cash flows, assets or liabilities (including, without limitation, contingent liabilities) the Merger Subsidiary and each of the Company and the Subsidiaries Buyer's other subsidiaries, taken as a whole and (other than changes or effects that are the value result of economic factors affecting the Shares, in any case, by an amount equal to at least $2,500,000; provided, however, that economy or financial markets as a Material Adverse Effect shall not include any adverse effect resulting from general economic conditions whole or conditions generally affecting the contract manufacturing market. A true and complete list vehicular or rail markets or that arise out of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage of the outstanding capital stock (calculated on a fully diluted basis) of each Subsidiary owned or result from actions contemplated by the Company, each other Subsidiary and any third party, is set forth parties in Section 3.01 of connection with this Agreement or the Disclosure Schedule, which has been delivered prior to the date announcement or performance of this Agreement or the transactions contemplated by the Company to Parent (the "Disclosure Schedule"this Agreement). Except as disclosed in such Section 3.01, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

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

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