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

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries (as defined below) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified, individually or in the aggregate, would be reasonably likely to have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect"). (b) Except as set forth in the Company SEC Reports (as defined in Section 3.4) filed prior to the date of this Agreement, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests.

Organization, Standing and Power; Subsidiaries. (a) Each Section 3.1(a) of the Company Disclosure Letter contains a true, correct and complete list of the name and jurisdiction of organization of the Company and its Subsidiaries (as defined belowcollectively, the “Acquired Companies” and each, an “Acquired Company”). The Company has no Subsidiaries other than the entities identified in Section 3.1(a) of the Company Disclosure Letter. Each Acquired Company (i) is a corporation an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporationorganization, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and (iii) is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualifiednature of its business or the ownership, leasing or operation of its properties and assets makes such qualification or licensing necessary, except, in the case of each of clauses (i)-(ii) above, in respect of each Subsidiary of the Company other than any Company Insurance Subsidiary, only, and, clause (iii) above, as, individually or in the aggregate, have not had, and would not reasonably be reasonably likely expected to (x) have a material adverse effect on Company Material Adverse Effect or (y) only with respect to the businessCompany, properties, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on materially impair the ability of the Company to perform its obligations hereunder or to consummate the transactions contemplated by this AgreementTransactions, in each case, on or before the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect")Outside Date. (b) Except The Company has made available to Parent true, correct and complete copies of the certificate of incorporation of the Company, as set forth in the Company SEC Reports (as defined in Section 3.4) filed prior amended to the date of this AgreementAgreement (as so amended, neither the “Company Charter”) and the bylaws of the Company, as amended to the date of this Agreement (as so amended, the “Company Bylaws”). The Company is not in violation of any of the provisions of the Company nor any Charter or Company Bylaws. (c) Except as disclosed in Section 3.1(c) of its Subsidiaries the Company Disclosure Letter, the Company owns, directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or through one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% all of the equityissued and outstanding shares of capital stock or other equity interests of each of its Subsidiaries, membershipfree and clear of any security interests, partnership liens, claims, pledges, agreements, limitations in voting rights, charges, mortgages, title transfer limitations, any title retentions or similar interestsother encumbrances of any nature whatsoever, except for restrictions on transfer under securities Laws (collectively, “Liens”), and all of such outstanding shares of capital stock or other equity interests have been duly authorized and validly issued and are fully paid and non-assessable and free of preemptive rights.

Organization, Standing and Power; Subsidiaries. (a) Each Section 3.1 of the Company Disclosure Letter contains a complete and accurate list of the name and jurisdiction of organization of each Acquired Company (each of the Company and its Subsidiaries is referred to herein as an “Acquired Company” and, collectively, as the “Acquired Companies”), the Company’s percentage ownership of each Acquired Company (as defined belowother than the Company) that is not a corporation wholly owned Subsidiary of the Company and the jurisdictions in which each Acquired Company is qualified to conduct business. The Company has no Subsidiaries other than the entities identified in Section 3.1 of the Company Disclosure Letter. None of the Acquired Companies has any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other entity, other than those set forth in Section 3.1 of the Company Disclosure Letter. Each Acquired Company is an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporationorganization except, in the case of Acquired Companies other than the Company and any Material Company Subsidiary, for any failure to be so organized, existing or in good standing as would not be material to the Acquired Companies, taken as a whole. Each Acquired Company has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualifiednature of its business or the ownership, leasing or operation of its properties and assets makes such qualification or licensing necessary, except as, individually or in the aggregate, would not reasonably be reasonably likely expected to have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect"). (b) Except The Company has made available to Parent true, correct and complete copies of the certificate of incorporation of the Company, as set forth in the Company SEC Reports (as defined in Section 3.4) filed prior amended to the date of this Agreement (as so amended, the “Company Charter”), the bylaws of the Company, as amended to the date of this Agreement (as so amended, the “Company Bylaws”), and the comparable charter and organizational documents of each Material Company Subsidiary, in each case as amended through the date of this Agreement, neither the Company nor any . For purposes of its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, the word "“Material Company Subsidiary" means, with respect to a party, ” means any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party the Company that is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority listed in Section 3.1(b) of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interestsCompany Disclosure Letter.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries (as defined below) is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 4.1(a) of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the failure character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except for such failures to be so qualifiedorganized, qualified or in good standing, individually or in the aggregate, would that have not had, and could not reasonably be reasonably likely expected to have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect"). (b) Section 4.1(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all of the Company’s Subsidiaries and the Company’s direct or indirect equity interest therein. Except as set forth in Section 4.1(b) of the Company SEC Reports (as defined in Section 3.4) filed prior to the date of this AgreementDisclosure Schedule, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, and neither the word "Subsidiary" meansCompany, with respect to nor any of its Subsidiaries, has, at any time, owned any Subsidiary or been a party, general partner or managing member of any corporation, general partnership, joint venturelimited partnership, limited liability company or other business association entity. Table of Contents (c) The Company has delivered to the Buyer complete and accurate copies of the certificate of incorporation and by-laws of the Company and of the charter, by-laws or entity, whether incorporated or unincorporated, other organizational documents of which (i) such party or any other each Subsidiary of such party the Company, in each case as amended to date. The Company is a general partner (excluding partnershipsnot in default under, the general partnership interests or in violation of, its certificate of which held by such party and/or one incorporation or more by-laws, and each of its Subsidiaries do is not have a majority of the voting interest in such partnership), (ii) such party and/or one or more violation of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interestscomparable organizational documents.

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

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries (as defined below) Seller Group Member is a company or corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation, organization. Each Seller Group Member has all the requisite corporate power and authority and all necessary approvals by the respective authorities to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and . Each Seller Group Member is duly qualified or licensed to do business business, and is in good standing as a foreign corporation standing, in each jurisdiction in which where the failure 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 qualifiedqualified or licensed and in good standing that would not, individually or in the aggregate, would be reasonably likely to have a material adverse effect Material Adverse Effect on the businessAssets, properties, financial condition, results of operations or prospects of the Company PRC IP Rights and its Subsidiaries, taken as a whole, or to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement Relevant IP Rights or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect")Seller Group Member. (b) Except as set forth in the Company SEC Reports Neither CytoTrend WFOE, CytoTrend HK (as defined in Section 3.4other than with respect to CytoTrend WFOE) filed prior or Seller (other than with respect to the date of this AgreementCytoTrend HK and CytoTrend WFOE) owns, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any right to acquire interest convertible into or exchangeable or exercisable for in any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company corporation or other business association entity or entity, whether incorporated or unincorporated. As used in this Agreement, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiariesotherwise, directly or indirectly, owns controls, by way of security or controls more than 50% otherwise any such entity. Section 3.1(b) of the equityDisclosure Schedule also contains a true and complete listing of the locations of all sales office and branch offices, membershipmanufacturing facilities, partnership and any other office or similar interestsfacilities of the Seller Group, a true and complete list of all jurisdictions in which each Seller Group Member maintain any employees, and a true and complete list of all jurisdictions in which each Seller Group Member is duly qualified and licensed to transact business as a foreign corporation. (c) As of the Closing, there is not outstanding any contractual relationship, arrangement or undertaking between any Seller Group Member on one hand and any other Seller Group Member or any Seller Group Member’s direct or indirect shareholders, directors and officers on the other, in each case with respect to the SPR Business. (d) CytoTrend Biotech Engineering Limited-USA Inc., a corporation previously established under the laws of the State of Utah (“CytoTrend US”) was duly dissolved on September 29, 2008.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries (as defined below) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified, individually or in the aggregate, would be reasonably likely to have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect"); provided, however, that "Company Material Adverse Effect" shall not include any adverse change, effect or event that (i) is demonstrably shown to have been proximately caused by the announcement or pendency of the Merger, (ii) is caused by any breach of any representation, warranty or covenant by the Buyer or the Transitory Subsidiary, or (iii) applies generally to any entity engaged in the same business in which the Company is engaged. (b) Except as set forth in the Company SEC Reports (as defined in Section 3.4) filed prior to the date of this Agreement, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests.

Organization, Standing and Power; Subsidiaries. (a) Each of the The Company and its Subsidiaries (as defined below) is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary is an entity that is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of its incorporationorganization or formation (except, in the case of good standing, any jurisdiction that does not recognize such concept), except in the case of the Subsidiaries where the failure to be so organized, exist or be in good standing, individually or in the aggregate with any such other failures, would not reasonably be expected to have a Company Material Adverse Effect. The Company and each Subsidiary has all the requisite corporate power and authority to own, lease and operate own its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, conduct the Business and is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which (to the extent the concept is recognized by such jurisdiction) where the nature of its business requires such qualification or licensing, except where the failure to have such power or to be so qualifiedqualified and in good standing, individually or in the aggregateaggregate with any such other failures, would not reasonably be reasonably likely expected to have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect"). The Company is not in violation in any material respect of any of the provisions of its certificate of incorporation or bylaws, each as in effect on the Agreement Date. (b) Except The Company has made available to Parent a true, correct and complete copy of the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as set forth in applicable, of the Company SEC Reports and each Subsidiary that is a “significant subsidiary” (as defined in Section 3.4Rule 12b-2 promulgated under the Exchange Act) filed prior of the Company, in each case as amended through the Agreement Date. No such Subsidiary is in violation in any material respect of any of the provisions of its certificate of incorporation or bylaws or equivalent organizational or governing documents, in each case as in effect as of the Agreement Date. Schedule 3.1(b) sets forth a true, correct and complete list, as of the Agreement Date, of such Subsidiaries and their respective jurisdictions of organization or formation. All of the issued and outstanding shares of capital stock of each Subsidiary are duly authorized, validly issued, fully paid and non-assessable (in any jurisdiction that recognizes such concepts), are owned by the Company or another Subsidiary (except for de minimis equity interests held by another person as required under Applicable Law of jurisdictions outside the United States) free and clear of all Encumbrances other than Permitted Encumbrances, and are not subject to any preemptive right or right of first refusal, other than in favor of the Company or a Subsidiary, created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or any Contract to which the Company or such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts to which the Company or any Subsidiary is party or by which the Company or any Subsidiary is bound with respect to the date issued or unissued capital stock or other securities of this Agreementany Subsidiary, neither or otherwise obligating the Company nor or any of its Subsidiaries Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities, including any stockholder rights plans, “poison pill” anti-takeover plans or other similar devices. Other than the Subsidiaries, the Company does not directly or indirectly owns own any equity, membership, partnership equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity, membership, partnership equity or similar interest in, any corporation, partnership, joint venture, limited liability company Person. There are no outstanding obligations of the Company or any of the Subsidiaries under any Contract to which it is a party or by which it is bound to make any equity or other business association investment (in the form of a capital contribution or entity, whether incorporated or unincorporated. As used in this Agreement, the word "Subsidiary" means, with respect to a partyotherwise) in, any corporation, partnership, joint venture, limited liability company other Person (other than the Company or other business association or entity, whether incorporated or unincorporated, a Subsidiary) in an amount in excess of which (i) such party or $150,000 in respect of any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interestssingle Person.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries (as defined below) is a corporation duly organized, validly existing and in corporate good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 3.1 of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the failure character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except for such failures to be so qualifiedorganized, qualified or in good standing, individually or in the aggregate, would be that have not had, and are not reasonably likely to have have, a Company Material Adverse Effect. For purposes of this Agreement, the term “Company Material Adverse Effect” means any material adverse change, event, circumstance or development with respect to, or material adverse effect on on, (i) the business, propertiesintellectual property rights, assets, financial condition, condition or results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on (ii) the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or (iii) the ability of the Parent to operate the business of the Company Stock Option Agreement other than and each of its Subsidiaries immediately after the Closing; provided, however, that none of the following (individually or in combination) shall be deemed to constitute, or shall be taken into account in determining whether there has been or would be, a Company Material Adverse Effect: (A) any adverse change or effect (a) resulting from or arising out relating to general business, economic or financial market conditions; (B) any adverse change or effect resulting from or relating to conditions generally affecting the industry or sector in which the Company or any of its Subsidiaries operates or competes; (C) any adverse change or effect resulting from or relating to any acts of terrorism or war or any armed hostilities; (D) any reduction in the Company’s consolidated gross revenues for (i) the quarter ended June 30, 2005, compared to the quarter ended June 30, 2004, equal to or less than 20%, and (ii) each quarterly period in 2005 thereafter measured against the corresponding prior year period equal to or less than 10%; (E) any non-material disruption in any relationship with any supplier or partner, or any non-material impairment of the public terms with any licensor or licensee, in areas of the Company’s business that are related to its Familion test, Long QT technology, TPMT technology, HAP database and Decogen Informatics System; (F) any adverse change or effect resulting from or relating to a claim, action or proceeding resulting from or relating to the announcement or pendency of the Merger or any of the other transactions contemplated by this Agreement; (G) any adverse change or effect resulting from or relating to the taking of any action to which Parent shall have consented; (H) any adverse change or effect resulting from or relating to any breach by Parent of any provision of this Agreement or any other action by Parent or any Subsidiary of Parent; or (I) any adverse change or effect resulting from or relating to changes in GAAP (as defined herein) which are published and released for the transactions contemplated hereby, industry in which the Company operates (b) attributable to but specifically excluding any legal action or proceeding brought by or on behalf of stockholders changes in GAAP and accounting policies of the Company alleging that which are implemented by the Board of Directors Company after the date hereof). An adverse change in the stock price of the Company breached its fiduciary duties Common Stock shall not, in connection with its approval and of the Mergeritself, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in be deemed to have a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect"). (b) Except . For the avoidance of doubt, the parties agree that the terms “material”, “materially” or “materiality” as set forth in the Company SEC Reports (as defined in Section 3.4) filed prior to the date of this Agreement, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. As used in this AgreementAgreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the word "Subsidiary" means, with respect meanings ascribed to a party, any corporation, partnership, joint venture, limited liability company Company Material Adverse Effect in the prior sentence of this paragraph or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest Parent Material Adverse Effect in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interestsSection 4.1.

Organization, Standing and Power; Subsidiaries. (a) Each of the The Company and its Subsidiaries (as defined below) is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of the Company is an entity that is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation (except, (i) in the case of good standing, any jurisdiction that does not recognize such concept and (ii) where the failure to be so organized, formed, existing or in good standing in any jurisdiction would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect). The Company and each of its incorporationSubsidiaries has the corporate or other applicable power to own its rights, has all requisite corporate power assets and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, conduct the Business and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which (to the extent the concept is recognized by such jurisdiction), except where the failure to be so qualifiedqualified and in good standing, individually or in the aggregateaggregate with any such other failures, would not reasonably be reasonably likely expected to have a Material Adverse Effect. The Company is not in violation in any material adverse effect on the business, properties, financial condition, results respect of operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action provisions of its certificate of incorporation or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect")bylaws. (b) Except The Company has made available to Parent a true, correct and complete copy of the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as set forth in applicable, of the Company SEC Reports (and each of its Subsidiaries, in each case as defined in Section 3.4) filed prior amended to the date date. No Subsidiary of this Agreement, neither the Company nor is in violation of any of the provisions of its certificate of incorporation or bylaws or equivalent organizational or governing documents in any material respect. Schedule 2.1(b) of the Company Disclosure Letter sets forth a true, correct and complete list of the Subsidiaries of the Company and their respective jurisdictions of organization or formation. All of the issued and outstanding shares of capital stock of each Subsidiary of the Company are duly authorized, validly issued, fully paid and non-assessable (in any jurisdiction that recognizes such concepts), are owned by the Company or another Subsidiary of the Company free and clear of all Encumbrances other than Permitted Encumbrances, and are not subject to any preemptive right or right of first refusal, other than in favor of the Company or a Subsidiary of the Company, created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or any Contract to which the Company or such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts to which the Company or any of its Subsidiaries is party or by which the Company or any of its Subsidiaries is bound with respect to the issued or unissued capital stock or other securities of any Subsidiary of the Company, or otherwise obligating the Company or any of its Subsidiaries to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. Other than its Subsidiaries, the Company does not directly or indirectly owns own any equity, membership, partnership equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity, membership, partnership equity or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporatedPerson. As used in this Agreement, There are no material outstanding obligations of the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party Company or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have under any Contract to which it is a majority of the voting interest in such partnership)party or by which it is bound to make any loan to, (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors any equity or other governing body performing similar functionsinvestment (in the form of a capital contribution or otherwise) in, any other Person (other than the Company or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests).

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries (as defined below) is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporationincorporation or organization, has all the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified and in good standing to do business and is in good standing as a foreign corporation or other legal entity in each other jurisdiction in which the failure nature of its business or the ownership or leasing of its properties makes such qualification necessary, except in each case where the failures to be so qualifiedorganized, existing or in good standing or to have such power and authority or so to qualify would not, individually or in the aggregate, would reasonably be reasonably likely expected to have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect"). None of the Company or any of its Subsidiaries is in violation of its Organizational Documents other than violations which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Schedule 1 to this Agreement includes all the Subsidiaries of the Company which as of the date of this Agreement are significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such significant Subsidiary have been validly issued and are fully paid and non-assessable and are, except as set forth in Schedule 1, owned directly or indirectly by the Company, free and clear of all Liens, except for restrictions imposed by applicable securities laws. Except as set forth in the Company SEC Reports (as defined in Section 3.4) filed prior to the date of this Agreementhereof, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest infor, any corporation, partnership, joint venture, limited liability company venture or other business association or entityentity (other than Subsidiaries), whether incorporated that is or unincorporated. As used in this Agreement, would reasonably be expected to be material to the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of Company and its Subsidiaries do not have taken as a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interestswhole.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and each of its Subsidiaries (as defined below) subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporationincorporation or organization, has all the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed conducted, except where the failures to be conductedso organized, existing and in good standing or to have such power and authority, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and is duly qualified and in good standing to do business and is in good standing as a foreign corporation or other legal entity in each other jurisdiction in which the failure nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failures so to qualify or to be so qualifiedin good standing would not, individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company. The Organizational Documents of the Company and each of its subsidiaries are in full force and effect. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents other than violations which would not, individually or in the aggregate, would reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on the business, properties, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect")Company. (b) Section 4.1(b) of the Disclosure Schedules includes all the subsidiaries of the Company which as of the date of this Agreement are significant subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such significant subsidiary have been validly issued and are fully paid and non-assessable and are, except as set forth in Section 4.1(b) of the Disclosure Schedules, owned directly or indirectly by the Company, free and clear of all Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws including but not limited to the requirement of the consent of the Bermuda Monetary Authority in respect of the transfer of shares. Except as set forth in the Company SEC Reports (as defined in Section 3.4) filed prior to the date of this Agreementhereof, neither the Company nor any of its Subsidiaries subsidiaries directly or indirectly owns any equity, membership, partnership equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest infor, any corporation, partnership, joint venture, limited liability company venture or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or entity (other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnershipthan subsidiaries), (ii) such party and/or one that is or more of would reasonably be expected to be material to the Company and its Subsidiaries holds voting power to elect subsidiaries taken as a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interestswhole.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries (as defined below) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 3.1(a) of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the failure character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except for such failures to be so qualifiedorganized, qualified or in good standing, individually or in the aggregate, would that have not had, and could not reasonably be reasonably likely expected to have have, a Company Material Adverse Effect. For purposes of this Agreement, the term “Company Material Adverse Effect” means (except as provided below) any material adverse change, event, circumstance or development with respect to, or material adverse effect on (i) the business, propertiesassets, liabilities, capitalization, financial condition, results of operations or prospects workforce of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on (ii) the ability of the Company to consummate the transactions contemplated by this Agreement or (iii) the ability of the Buyer to operate the business of the Company and each of its Subsidiaries immediately after the Closing; provided, however that none of the following, to the extent occurring after the date hereof, shall constitute, or be taken into account in determining whether there has been, a Company Material Adverse Effect: (i) any adverse change (including, without limitation, any loss of employees, cancellation of (or reduction of or delay in) customer orders, reduction in revenue or net income or disruption of business relationships) that results from (A) investment banking, legal, accounting or other expenses incurred in connection with or relating to the transactions contemplated by this Agreement, (B) conditions generally affecting the Stockholder Agreement United States economy or markets or the software or telecommunications industries generally to the extent they do not disproportionately affect the Company Stock Option Agreement other than and its Subsidiaries taken as a whole or (C) acts of war, armed hostilities or terrorism to the extent they do not disproportionately affect the Company and its Subsidiaries taken as a whole, (ii) any effect (a) resulting from or arising out adverse change in the revenue of the public Company and its Subsidiaries taken as a whole that the Company proves resulted from the announcement or pendency of the transactions contemplated by this Agreement, (iii) the direct and foreseeable effect of any unreasonable refusal by the Buyer to consent to any reasonable request by the Company to take any action otherwise prohibited by clauses (j), (k), (l), (n), (o), (q), (r) and (t) of Section 5.1 of this Agreement or (iv) any breach of this Agreement by the Buyer or any of its Affiliates. For the transactions contemplated herebyavoidance of doubt, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging parties agree that the Board of Directors of the Company breached its fiduciary duties terms “material”, “materially” or “materiality” as used in connection with its approval of the Merger, this Agreement or the transactions contemplated herebywith an initial lower case “m” shall have their respective customary and ordinary meanings, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate without regard to the manner in which such conditions affect other companies in the technology sector (a "meanings ascribed to Company Material Adverse Effect"). (b) Except as set forth Effect in the Company SEC Reports (as defined prior sentence of this paragraph or Buyer Material Adverse Effect in Section 3.4) filed prior to the date of this Agreement, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests4.1.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries (as defined below) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified, individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect. "Company Material Adverse Effect" shall mean a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than Agreement, excluding any material adverse effect (a) resulting from or arising out of demonstrably shown to have been proximately caused by the public announcement of this Agreement, the Company Stock Option Agreement or any of the transactions contemplated herebythereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated herebyCompany Stock Option Agreement, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company (or the markets in which the Company competes) in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect"). (b) Except as set forth industries or markets in which the Company SEC Reports (as defined in Section 3.4) filed prior to the date of this Agreement, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interestscompetes.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and each of its Subsidiaries (as defined below) is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporationincorporation or organization, has all the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed conducted, except where the failures to be conductedso organized, existing and in good standing or to have such power and authority, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and is duly qualified and in good standing to do business and is in good standing as a foreign corporation in each jurisdiction in which the failure nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failures so to qualify or to be so qualifiedin good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. The copies of the certificate of incorporation and bylaws of the Company, which were previously furnished or made available to Parent, are true, complete and correct copies of such documents as in effect on the date of this Agreement. As used in this agreement, the term "Material Adverse Effect" means, ----------------------- with respect to any entity, any event, change, circumstance or effect that is or is reasonably likely to be materially adverse to (i) the business, financial condition or results of operations of such entity and its Subsidiaries taken as a whole, other than any event, change, circumstance or effect relating to (v) the economy or financial markets in general, (w) the industries in which such entity operates in general and not specifically relating to (or having the effect of specifically relating to or having a materially disproportionate effect (relative to most other industry participants) on) such entity, (x) the announcement or pendency of the Offer or the Merger, (y) changes after the date hereof in laws or regulations relating to the design, manufacture or distribution of contact lenses or (z) a change in the market price or trading volume of the shares of such entity (provided that a change in the market price or trading price may be used, if applicable, as evidence of some other event, change, circumstance or effect that has or is reasonably likely to have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect), or to have a material adverse effect on (ii) the ability of the Company such entity to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect")Transactions. (b) Section 3.1(b) of the Company Disclosure Letter sets forth all the Subsidiaries of the Company which, as of the date of this Agreement, are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC) . All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are, except as set forth on the Company Disclosure Letter, owned directly or indirectly by the Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction ----- (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth in the Company SEC Reports (as defined in Section 3.4below) filed prior to the date hereof, as of the date of this Agreement, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest infor, any corporation, partnership, joint venture, limited liability company venture or other business association or entityentity (other than Subsidiaries), whether incorporated that is or unincorporated. As used in this Agreement, would reasonably be expected to be material to the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of Company and its Subsidiaries do not have taken as a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interestswhole.

Organization, Standing and Power; Subsidiaries. (a) Each of the The Company and its Subsidiaries (as defined below) is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary is an entity that is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of its incorporationorganization or formation (except, (i) in the case of good standing, any jurisdiction that does not recognize such concept and (ii) where the failure to be so organized, formed, existing or in good standing in any jurisdiction would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect). The Company and each Subsidiary has all requisite the corporate or other applicable power and authority to own, lease and operate own its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, conduct the Business and is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which (to the extent the concept is recognized by such jurisdiction), except where the failure to be so qualifiedqualified or licensed and in good standing, individually or in the aggregateaggregate with any such other failures, would not reasonably be reasonably likely expected to have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect"). (b) Except The Company has made available to Parent a true, correct and complete copy of the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as set forth in applicable, of the Company SEC Reports (and each material Subsidiary, in each case as defined in Section 3.4) filed prior amended to the date of this Agreement, neither date. Neither the Company nor any Subsidiary is in violation of any of the provisions of its certificate of incorporation, bylaws or equivalent organizational or governing documents in any material respect. Schedule 2.1(b) of the Company Disclosure Letter sets forth a true, correct and complete list of the Subsidiaries of the Company and their respective jurisdictions of organization or formation. All of the issued and outstanding shares of capital stock of each Subsidiary are duly authorized, validly issued, fully paid and non-assessable (in any jurisdiction that recognizes such concepts), are owned by the Company or another Subsidiary free and clear of all Encumbrances other than Permitted Encumbrances, and are not subject to any preemptive right or right of first refusal, other than in favor of the Company or a Subsidiary, created by the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or any Contract to which the Company or such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts to which the Company or any of the Subsidiaries is party or by which the Company or any of the Subsidiaries is bound with respect to the issued or unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. Other than the Subsidiaries and in connection with passive investments in publicly traded securities, the Company does not directly or indirectly owns own any equity, membership, partnership equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity, membership, partnership equity or similar interest in, any corporation, partnership, joint venture, limited liability company Person. There are no outstanding obligations of the Company or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, any of the word "Subsidiary" means, with respect Subsidiaries under any Contract to which it is a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or by which it is bound to make any equity investment (in the form of a capital contribution or otherwise) in any other Subsidiary Person (other than the Company or a Subsidiary) in an amount in excess of such party is a general partner (excluding partnerships, the general partnership interests $500,000 in respect of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interestsany single Person.

Organization, Standing and Power; Subsidiaries. (a) Each of the The Company and its Subsidiaries (as defined below) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation, Delaware and has all the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted and as proposed to be conducted, and . The Company is duly qualified as a foreign corporation to do business business, and is in good standing as a foreign corporation standing, in each jurisdiction in which where the failure character of its properties owned or leased or the nature of its activities makes such qualification necessary, except for failures to be so qualified, individually qualified or in the aggregate, good standing which would be reasonably likely to not have a material adverse effect Material Adverse Effect on the businessCompany. Copies of the Certificate of Incorporation, propertiesas amended, financial conditionand Bylaws, results of operations or prospects as amended, of the Company heretofore delivered to Parent are accurate and its Subsidiaries, taken complete as a whole, or to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect")date hereof. (b) Except as set forth The only subsidiaries of the Company are those listed in the Company SEC Reports Disclosure Schedule (as defined in Section 3.4) filed prior to the date of this Agreement, neither the "Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporatedSubsidiaries"). As used in this Agreement, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its SubsidiariesThe Company is, directly or indirectly, owns or controls more than 50% the record and beneficial owner of all of the outstanding shares of capital stock of each of the Company Subsidiaries and there are no irrevocable or other proxies with respect to such shares. There are no contracts, commitments, understandings or arrangements by which the Company or any Company Subsidiary is bound to transfer shares or issue additional shares of capital stock or other equity securities of a Company Subsidiary or options, warrants or other rights to purchase such shares or other equity securities or securities convertible into or exchangeable for such shares or equity securities. All of the shares of capital stock of each Company Subsidiary are fully paid and nonassessable and are owned by the Company or a Company Subsidiary free and clear of any claim, lien, encumbrance, restriction or agreement with respect thereto. Each Company Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite corporate power to carry on its business as it is now being conducted. Each Company Subsidiary is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or leased or the nature of its activities makes such qualification necessary, except for failures to be so qualified or in good standing which would not have a Material Adverse Effect on the Company. Copies of the organizational documents of each Company Subsidiary, which have been heretofore delivered to Parent, are accurate and complete as of the date hereof. The Company and the Company Subsidiaries are not, and have not agreed to become, the holder or owner of any class of shares or other securities of, or any investment (whether equity, membershipdebt, partnership loan or similar interestsadvance) in, any Person other than the Company Subsidiaries.

Organization, Standing and Power; Subsidiaries. (a) Each The Company is a corporation duly organized, validly existing and in good standing under the laws of England, and each subsidiary of the Company and its Subsidiaries Company, if any, (as defined beloweach a "Subsidiary") is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation, organization. Each of the Company and each Subsidiary has all the requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which except where the failure to be so qualifiedhave such power, authority and governmental approvals would not, individually or in the aggregate, would be reasonably likely to have a material adverse effect Material Adverse Effect on the business, properties, financial condition, results of operations or prospects Company. 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 on the Company. A true and complete list of all the Subsidiaries, taken as a wholetogether with the jurisdiction of incorporation of each Subsidiary, or to have a material adverse effect on the ability is set forth in Section 4.1 of the Company to consummate Disclosure Schedule. The Company is the transactions contemplated owner of all outstanding shares of capital stock of each Subsidiary and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each Subsidiary are owned by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement free and clear of all liens, charges, claims or encumbrances or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other than commitments or agreements of any effect (a) resulting from character relating to the issued or arising out unissued capital stock or other securities of any Subsidiary, or otherwise obligating the public announcement of this Agreement Company or any of the transactions contemplated herebySubsidiary to issue, (b) attributable to transfer, sell, purchase, redeem or otherwise acquire any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect"). (b) securities. Except as set forth in the Company SEC Reports (as defined in Section 3.4) filed prior to the date of this AgreementDisclosure Schedule, neither the Company nor any of its Subsidiaries does not directly or indirectly owns own any equity, membership, partnership equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity, membership, partnership equity or similar interest in, any corporation, partnership, joint venture, limited liability company company, joint venture or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and each of its Subsidiaries (as defined below) is a corporation corporation, limited partnership, limited liability company or limited liability partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationformation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation entity in each jurisdiction in which where the failure character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except for such failures to be so qualifiedqualified or in good standing, individually or in the aggregate, as would not reasonably be reasonably likely expected to have a be material adverse effect on to the business, properties, financial condition, results of business and operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect"). (b) Except as set forth in the Company SEC Reports (as defined in Section 3.4) filed prior to the date of this Agreement, neither Neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. Section 3.1(b) of the Company Disclosure Schedule sets forth a list, complete and accurate in all material respects, of all of the Company’s Subsidiaries and the Company’s direct or indirect equity interest therein. As used in this Agreement, (i) the word "term “Subsidiary" ” means, with respect to a any party, any corporation, partnership, joint venture, limited liability company corporation or other business association or entity, whether incorporated or unincorporated, entity of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors equity securities or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiariesequity interests is owned, directly or indirectly, owns or controls more than 50% by such party, and (ii) the term “Significant Subsidiary” means any Subsidiary of the equityCompany that (x) would be a “significant subsidiary” as defined in Article I, membershipRule 1-02 of Regulation S-X of the SEC, partnership as such regulation is in effect on the date hereof, (y) holds an FCC License (as defined in Section 3.14(a)) or similar interestsowns any operating assets of a Station or (z) is otherwise material to the business or operations of the Company and its Subsidiaries taken as a whole. Without limiting in any way the generality of the foregoing, the terms “Subsidiary” and “Significant Subsidiary” shall include TNG and its Subsidiaries.

Organization, Standing and Power; Subsidiaries. (a) Each of the The Company is duly incorporated and its Subsidiaries (as defined below) is a corporation duly organized, validly existing and in good standing as a stock corporation (Aktiengesellschaft) under the laws of the jurisdiction of its incorporation, Switzerland and has all requisite corporate power and authority to own, lease and operate its properties properties, rights and assets and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business or the ownership or leasing of its properties, rights and assets makes such qualification necessary. Each of the Company’s Subsidiaries is a company or other legal entity duly organized and validly existing and in good standing (or the equivalent concept to the extent applicable) under the Laws of its jurisdiction of incorporation or organization and has all requisite corporate or other appropriate power and authority to own, lease and operate its properties, rights and assets and to carry on its business as now being conducted, and is duly qualified to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualifiedqualified has not had and would not reasonably be expected to have, individually or in the aggregate, would be reasonably likely to have a material adverse effect on the business, properties, financial condition, results of operations Company Material Adverse Effect or prospects of the Company and its Subsidiaries, taken as a whole, prevent or to have a material adverse effect on materially delay or impair the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect"). (b) Except as set forth The copies of the Company’s organizational regulations incorporated by reference in its Form 20-F for the year ended March 31, 2024, are true and complete copies, are in full force and effect and have not been amended or otherwise modified. The Company SEC Reports (as defined has provided a copy of the articles of association dated September 12, 2024 which is a complete copy, and such articles of association are in Section 3.4) filed prior full force and effect and have not been amended or otherwise modified. The Company has delivered or made available to Parent true and complete copies of the date certificates of this Agreement, neither incorporation and by-laws or other equivalent organizational documents of each material wholly-owned Subsidiary and the Company’s non-wholly owned Subsidiaries. Neither the Company nor any of its Subsidiaries directly is in breach of any provision of its articles of association or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company organizational regulations or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interestsequivalent organizational documents.

Organization, Standing and Power; Subsidiaries. (a) Each of Parthus and the Company and its Parthus Subsidiaries (as defined belowin Section 3.1(b) hereof) is a corporation company duly organized, organized and validly existing and and, where applicable as a legal concept, in good standing standing, under the laws of the jurisdiction of its organization or incorporation, ; has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, ; and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which where the failure character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary; except for such failures to be so qualifiedorganized, qualified or in good standing, individually or in the aggregate, would be which have not had, and are not reasonably likely to have a Parthus Material Adverse Effect. For purposes of this Agreement, the term “Parthus Material Adverse Effect” means any material adverse change, event, circumstance or, development with respect to, or material adverse effect on (i) the business, propertiesassets, liabilities, capitalization, financial condition, or results of operations or prospects of Parthus and the Company and its Parthus Subsidiaries, taken as a whole, or to have a material adverse effect on (ii) the ability of the Company Parthus to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than Scheme; except that any such change, event, circumstance or development, or effect which results from (a) resulting from changes that are the result of economic factors affecting the national, regional or world economy; (b) changes that are the result of factors generally affecting the specific industry or markets in which Parthus competes; (c) any adverse change, effect or circumstance primarily arising out of or resulting from actions contemplated by the public announcement of Parties in connection with this Agreement or any the Scheme or the pendency or announcement of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, Scheme; (d) the continued incurrence of losses by Parthus in the ordinary course of its business materially consistent with previous periods; or (ce) arising changes in law, rule or resulting from general industry, economic regulations or stock market conditions that affect generally accepted accounting principles or the Company in interpretation thereof shall not constitute a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Parthus Material Adverse Effect"). (b) Except as set forth in the Company SEC Reports (as defined in Section 3.4) filed prior to the date of this Agreement, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests.

Organization, Standing and Power; Subsidiaries. (a) Each of the The Company is duly incorporated and its Subsidiaries (as defined below) is a corporation duly organized, validly existing and in good standing as a stock corporation (Aktiengesellschaft) under the laws of the jurisdiction of its incorporation, Switzerland and has all requisite corporate power and authority to own, lease and operate its properties properties, rights and assets and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business or the ownership or leasing of its properties, rights and assets makes such qualification necessary. Each of the Company’s Subsidiaries is a company or other legal entity duly organized and validly existing and in good standing (or the equivalent concept to the extent applicable) under the Laws of its jurisdiction of incorporation or organization and has all requisite corporate or other appropriate power and authority to own, lease and operate its properties, rights and assets and to carry on its business as now being conducted, and is duly qualified to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualifiedqualified has not had and would not reasonably be expected to have, individually or in the aggregate, would be reasonably likely to have a material adverse effect on the business, properties, financial condition, results of operations Company Material Adverse Effect or prospects of the Company and its Subsidiaries, taken as a whole, prevent or to have a material adverse effect on materially delay or impair the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect"). (b) Except as set forth The copies of the Company’s organizational regulations incorporated by reference in its Form 20-F for the year ended March 31, 2024, are true and complete copies, are in full force and effect and have not been amended or otherwise modified. The Company SEC Reports (as defined has provided a copy of the articles of association dated September 12, 2024 which is a complete copy, and such articles of association are in Section 3.4) filed prior full force and effect and have not been amended or otherwise modified. The Company has delivered or made available to Parent true and complete copies of the date certificates of this Agreement, neither incorporation and by-laws or other equivalent organizational documents of each material wholly-owned Subsidiary and the Company’s non-wholly owned Subsidiaries. Neither the Company nor any of its Subsidiaries directly is in breach of any provision of its articles of association or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company organizational regulations or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which equivalent organizational documents. (ic) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority Section 4.1(c) of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect Company Disclosure Letter sets forth a majority true and complete list of the board Company’s Subsidiaries together with the jurisdiction of directors or other governing body performing similar functions, or (iii) such party and/or one or more each Subsidiary and the ownership of its Subsidiaries, directly or indirectly, owns or controls more than 50% equity interest of each Subsidiary as of the equity, membership, partnership or similar interestsdate hereof.

Organization, Standing and Power; Subsidiaries. (a) Each of the The Company and its Subsidiaries (as defined below) is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporationAlberta, Canada, has all requisite corporate power and authority to own, lease and operate its properties and assets to carry on its business as now being conducted, and is duly registered, licensed or otherwise qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires it to be so registered, licensed or otherwise qualified, other than in such other jurisdictions where the failure to be so registered, licensed or otherwise qualified and to be in such standing would not, either individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company Governing Documents, copies of which were previously provided to Acquirors by the Company, are true, complete and correct copies of such documents as in effect on the date of this Agreement. (b) Section 3.1(b) of the Company Disclosure Schedule sets forth a complete and correct list of each direct and indirect Subsidiary of the Company with its (i) place of organization, (ii) the type of entity, and (iii) the nature and percentage of outstanding interests held by the Company, or any Subsidiary of the Company, in such entity. Each Subsidiary of the Company is a corporation, limited liability company or partnership duly organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of formation, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted, and is duly registered, licensed or otherwise qualified and in good standing to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires it to be so registered, licensed or otherwise qualified, other than in such jurisdictions where the failure to be so qualifiedregistered, licensed or otherwise qualified would not, either individually or in the aggregate, would reasonably be reasonably likely expected to have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect"). (b) Except as set forth in the Company SEC Reports (as defined in Section 3.4) filed prior to the date of this Agreement, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries (as defined below) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationformation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified or licensed to do business and is in good standing as a foreign corporation entity in each jurisdiction in which the failure to be so qualifiedqualified or licensed, individually or in the aggregate, would be reasonably likely to have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect"). (b) Except as set forth in the Company SEC Reports (as defined in Section 3.4) filed prior to the date of this Agreement, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interestsinterests but "Subsidiary" shall not include the Joint Ventures (as defined below).

Organization, Standing and Power; Subsidiaries. (a) Each of the (i) The Company and its Subsidiaries (as defined below) is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware, (ii) each Subsidiary is an entity that is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of its incorporationorganization or formation (except, in the case of good standing, any jurisdiction that does not recognize such concept), and (iii) the Company and each Subsidiary has all requisite the corporate or other applicable power and authority to own, lease and operate own its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, conduct the Business and is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction (to the extent the concept is recognized by such jurisdiction), except, in which the case of clause (iii), where the failure to be so qualifiedqualified or licensed or in good standing, individually or in the aggregateaggregate with any such other failures, would reasonably be reasonably likely expected to have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect"). (b) Except The Company has made available to Parent a true, correct and complete copy of the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as set forth in applicable, of the Company SEC Reports (and each Subsidiary, in each case as defined in Section 3.4) filed prior amended to the date of this Agreement, neither date. Neither the Company nor any Subsidiary is in violation of any of the provisions of its certificate of incorporation or bylaws or equivalent organizational or governing documents in any material respect. Schedule 2.1(b) of the Company Disclosure Letter sets forth a true, correct and complete list of the Subsidiaries of the Company and their respective jurisdictions of organization or formation. All of the issued and outstanding shares of capital stock of each Subsidiary are duly authorized, validly issued, fully paid and non-assessable (in any jurisdiction that recognizes such concepts), are owned by the Company or another Subsidiary free and clear of all Encumbrances other than Permitted Encumbrances, and are not subject to any preemptive right or right of first refusal, other than in favor of the Company or a Subsidiary, created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or any Contract to which the Company or such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts to which the Company or any of its Subsidiaries is party or by which the Company or any of its Subsidiaries is bound with respect to the issued or unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. Other than the Subsidiaries, the Company does not directly or indirectly owns own any equity, membership, partnership equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity, membership, partnership equity or similar interest in, any corporationPerson. There are no outstanding obligations of the Company or any of the Subsidiaries under any Contract to which it is a party or by which it is bound to make any loan to, partnership, joint venture, limited liability company or any equity or other business association investment (in the form of a capital contribution or entityotherwise) in, whether incorporated any other Person (other than the Company or unincorporateda Subsidiary) in an amount in excess of $500,000 in respect of any single Person. As used All obligations of the Company or any Subsidiary arising in this Agreementconnection with the commitment, referenced in the Company SEC Reports, to invest $3,000,000 in a company that supplies components and performs design work for the Company’s hardware platform have been satisfied in all material respects. (c) The Company has made available to Parent true, correct and complete copies of the minute books containing records of all proceedings, consents, actions and meetings of the Company Board, committees of the Company Board, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of Company’s stockholders and the board of directors (or similar governing body) and equity holder(s) of each Subsidiary, in each case for the period from January 1, 2010 through the Agreement Date, except in each case for (i) records that discuss the Merger and other governing body performing similar functions, strategic matters or alternatives and (iiiii) such party and/or one draft minutes pending approval by the Company Board or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% a committee of the equityCompany Board. The Company has made available to Parent true, membershipcorrect and complete copies of the charters of all committees of the Company Board and all codes of conduct, partnership whistleblower policies, disclosure committee policy or similar interestspolicies adopted by the Company Board, as in effect on the Agreement Date, unless the same are contained in unredacted exhibits to the Company SEC Reports.

Organization, Standing and Power; Subsidiaries. (a) Each of the The Company and each of its Subsidiaries (as defined below) is a corporation limited liability company or a corporation, as the case may be, duly formed or organized, as the case may be, validly existing and in good standing under the laws of the its jurisdiction of formation or organization, as the case may be. The Company and each of its incorporationSubsidiaries has the limited liability company or corporate power, has all requisite corporate power and authority as the case may be, to own, use and lease its assets and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified or licensed as a foreign corporation or limited liability company, as the case may be, to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business or the ownership, leasing or operation of its assets and properties render such qualification, license or good standing necessary, except in which such jurisdictions where the failure to be so qualifiedqualified or licensed as a foreign limited liability company or corporation, individually or as the case may be, and in the aggregate, good standing would be reasonably likely to not have a material adverse effect Material Adverse Effect on the business, properties, financial condition, results of operations or prospects Company. Schedule 13.1(a) of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on the ability Disclosure Schedule lists all of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement states or other jurisdictions where the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of its Subsidiaries are qualified or licensed as a foreign limited liability company or corporation, as the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect")case may be. (b) Except as set forth in Schedule 13.1(b) of the Company SEC Reports (as defined in Section 3.4) filed prior to Disclosure Schedule sets forth a true and complete list of the date of this Agreement, neither the Company's Subsidiaries. The Company nor any of its Subsidiaries does not directly or indirectly owns own any equity, membership, partnership equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity, membership, partnership equity or similar interest in, any corporation, partnership, joint venture, limited liability company venture or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority All of the outstanding shares of capital stock, member interests, voting interest in such partnership), (ii) such party and/or one or more and equity securities of its Subsidiaries holds voting power to elect a majority each of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its SubsidiariesCompany's Subsidiaries are owned, directly or indirectly, owns or controls more than 50% by the Company and are duly authorized, validly issued, fully paid and nonassessable, and those shares of capital stock, member interests, voting and equity securities of each of the equityCompany's Subsidiaries are free and clear of all Liens. There are no outstanding subscriptions, membershipoptions, partnership warrants, puts, calls, rights, exchangeable, exercisable or similar interestsconvertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating the Company or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries (as defined below) is a corporation duly organized, validly existing and and, where applicable as a legal concept, in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 3.1 of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the failure character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except for such failures to be so qualifiedorganized, qualified or in good standing, individually or in the aggregate, would be reasonably likely to that have not had a Company Material Adverse Effect. For purposes of this Agreement, the term "Company Material Adverse Effect" means any material adverse change, event, circumstance or development with respect to, or material adverse effect on (i) the business, propertiesassets, liabilities, capitalization, financial condition, or results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on (ii) the ability of the Company to consummate the transactions contemplated by this Agreement; PROVIDED, HOWEVER, that in the Stockholder Agreement or the Company Stock Option Agreement other than any effect case of clause (a) resulting from or arising out of the public announcement of this Agreement or i), in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Company Material Adverse Effect: any adverse change, event, circumstance or development with respect to, or effect resulting from (A) general economic conditions or conditions generally affecting the semiconductor capital equipment and the test and measurement industries, except to the extent the Company is materially disproportionately affected thereby, (B) the announcement or pendency of the Merger or any other transactions expressly contemplated hereby, (bC) attributable to any legal action or proceeding brought by or on behalf of stockholders of compliance with the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market express terms and conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect"). (b) Except as set forth in the Company SEC Reports (as defined in Section 3.4) filed prior to the date of this Agreement, neither (D) a change in the stock price or trading volume of the Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, (or any interest convertible into failure of the Company to meet published revenue or exchangeable earnings projections), PROVIDED that clause (D) shall not exclude any underlying effect which may have caused such change in stock price or exercisable for trading volume or failure to meet published revenue or earnings projections, (E) any equitychange in accounting requirements or principles or any change in applicable laws, membershiprules or regulations or the interpretation thereof or (F) the continued incurrence of losses by the Company. For the avoidance of doubt, partnership the parties agree that the terms "material", "materially" or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. As "materiality" as used in this AgreementAgreement with an initial lower case "m" shall have their respective customary and ordinary meanings, without regard to the word "Subsidiary" means, with respect meanings ascribed to a party, any corporation, partnership, joint venture, limited liability company Company Material Adverse Effect in the prior sentence of this paragraph or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest Parent Material Adverse Effect in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interestsSection 4.1.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries (as defined below) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the failure character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except for such failures to be so qualifiedorganized, qualified or in good standing, individually or in the aggregate, would be that have not had, and are not reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, the term "Company Material Adverse Effect" means any material adverse change, event, circumstance or development with respect to, or material adverse effect on (i) the business, propertiesassets, liabilities, capitalization, condition (financial conditionor other), or results of operations or prospects of the Company and its Subsidiaries, taken as a whole, whole or to have a material adverse effect on (ii) the ability of the Company to consummate the transactions contemplated by this Agreement. For the avoidance of doubt, the Stockholder Agreement parties agree that the terms "material", "materially" or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of "materiality" as used in this Agreement or any of the transactions contemplated herebywith an initial lower case "m" shall have their respective customary and ordinary meanings, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate without regard to the manner in which such conditions affect other companies in the technology sector (a "meanings ascribed to Company Material Adverse Effect")Effect in the prior sentence of this paragraph or Buyer Material Adverse Effect in Section 4.1. (b) Except as set forth in the Company SEC Reports (as defined in Section 3.4) filed prior to the date of this Agreement, neither Neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporatedunincorporated (other than a wholly owned Subsidiary of the Company or a wholly owned Subsidiary thereof), and neither the Company, nor any of its Subsidiaries, has, at any time, been a general partner or managing member of any general partnership, limited partnership, limited liability company or other entity. As used in this Agreement, the word term "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner or a managing member (excluding partnerships, the general partnership interests of which are held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries (as defined below) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which where the failure character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except for such failures to be so qualifiedorganized, qualified or in good standing, individually or in the aggregate, which have not resulted in, and would not reasonably be reasonably likely expected to have result in, a Company Material Adverse Effect. For purposes of this Agreement, the term "Company Material Adverse Effect" means any material adverse change, event, circumstance, development or effect on (i) the business, properties, financial condition, condition or results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on (ii) the ability of the Company to consummate the transactions contemplated by this Agreement or (iii) the ability of the Buyer to operate the business of the Company and its Subsidiaries, taken as a whole, immediately after the Closing (as a result of matters occurring prior to the Closing); provided, however, that for purposes of this Agreement, (I) adverse changes in the Stockholder Agreement stock price of the Company in and of itself, as quoted on the Nasdaq National Market, (II) conditions, events or circumstances generally adversely affecting the economies of the countries where the Company and its Subsidiaries operate, the United States securities markets or the life sciences industry, so long as such conditions, events or circumstances do not materially disproportionately affect the Company Stock Option Agreement other than any effect and its Subsidiaries, taken as a whole, (aIII) resulting from conditions, events or circumstances directly arising out of or directly attributable to (x) a material breach of this Agreement by the Buyer or the Transitory Subsidiary, or (y) the Merger or any other transaction involving the parties hereto contemplated by this Agreement, or (IV) conditions, events or circumstances directly arising out of or directly attributable to the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, shall not be taken into account in determining whether there has been or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (would be a "Company Material Adverse Effect"). (b) Except as set forth in the Company SEC Reports (as defined in Section 3.4) filed prior to the date of this Agreement, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests.

Organization, Standing and Power; Subsidiaries. (a) Each of the The Company and its Subsidiaries (as defined below) is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary is an entity that is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of its incorporationorganization or formation (except, in the case of good standing, (i) any jurisdiction that does not recognize such concept and (ii) where the failure to be in good standing in any jurisdiction would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect). The Company and each Subsidiary has all requisite the corporate or other applicable power and authority to own, lease and operate own its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, conduct the Business and is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which (to the extent the concept is recognized by such jurisdiction), except where the failure to be so qualifiedqualified or licensed and in good standing, individually or in the aggregateaggregate with any such other failures, would reasonably be reasonably likely expected to have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect"). (b) Except The Company has made available to Parent a true, correct and complete copy of the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as set forth in applicable, of the Company SEC Reports (and each Subsidiary, in each case as defined in Section 3.4) filed prior amended to the date of this Agreement, neither date. Neither the Company nor any Subsidiary is in violation of any of the provisions of its certificate of incorporation or bylaws or equivalent organizational or governing documents in any material respect. Schedule 2.1(b) of the Company Disclosure Letter sets forth a true, correct and complete list of the Subsidiaries directly of the Company and their respective jurisdictions of organization or indirectly owns formation. All of the issued and outstanding shares of capital stock of each Subsidiary are duly authorized, validly issued, fully paid and non-assessable (in any equityjurisdiction that recognizes such concepts), membershipare owned by the Company or another Subsidiary free and clear of all Encumbrances other than Permitted Encumbrances, partnership and are not subject to any preemptive right or similar interest inright of first refusal, other than in favor of the Company or a Subsidiary, created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or any interest convertible into Contract to which the Company or such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company convertible securities or other business association Contracts to which the Company or entity, whether incorporated any of the Subsidiaries is party or unincorporated. As used in this Agreement, by which the word "Subsidiary" means, Company or any of the Subsidiaries is bound with respect to a party, any corporation, partnership, joint venture, limited liability company the issued or unissued capital stock or other business association securities of any Subsidiary, or entity, whether incorporated or unincorporated, of which (i) such party otherwise obligating the Company or any other Subsidiary of such party is a general partner (excluding partnershipsto issue, the general partnership interests of which held by such party and/or one transfer, sell, purchase, redeem or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one otherwise acquire or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests.sell any such

Organization, Standing and Power; Subsidiaries. (ai) Each of the Company Cigna and each of its Subsidiaries (as defined below) is a corporation or other Person duly organized, validly existing and in good standing under the laws of the its respective jurisdiction of its incorporationincorporation or organization, has all the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed conducted, except where the failure to be conductedso organized, existing and in good standing or to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna, and is duly qualified or licensed and in good standing to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or license necessary, other than in such jurisdictions where the failure to be so qualified, licensed or in good standing would not reasonably be expected to have, individually or in the aggregate, would be reasonably likely a Material Adverse Effect on Cigna. The copies of the certificate of incorporation and bylaws (or equivalent organizational documents) of Cigna and its material Subsidiaries that were previously furnished or made available to have a material adverse Anthem are true, complete and correct copies of such documents as in effect on the business, properties, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect"). (b) Except as set forth in the Company SEC Reports (as defined in Section 3.4) filed prior to the date of this Agreement. (ii) All the outstanding shares of capital stock of, neither or other equity interests in, each of its Subsidiaries have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by Cigna, free and clear of all Liens and free of any other restriction (including any restriction on the Company right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Neither Cigna nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest infor, any corporation, partnership, joint venture, limited liability company venture or other business association or entityentity that is or would reasonably be expected to be material to Cigna and its Subsidiaries, whether incorporated or unincorporated. As used in taken as a whole. ( i i i ) Section 3.2(a)(iii) of the Cigna Disclosure Letter sets forth a true and complete list of each material Subsidiary of Cigna as of the date of this Agreement, its jurisdiction of incorporation or organization, and, if a regulated Subsidiary of Cigna, each jurisdiction where it is licensed by the word "Subsidiary" meansstate department of insurance, with respect to a party, any corporation, partnership, joint venture, limited liability company state department of health or other business association applicable foreign, federal or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interestsstate agency.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries (as defined below) is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 4.1(a) of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the failure character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except for such failures to be so qualifiedorganized, qualified or in good standing, individually or in the aggregate, would that have not had, and could not reasonably be reasonably likely expected to have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect"). (b) Section 4.1(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all of the Company’s Subsidiaries and the Company’s direct or indirect equity interest therein. Except as set forth in Section 4.1(b) of the Company SEC Reports (as defined in Section 3.4) filed prior to the date of this AgreementDisclosure Schedule, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, and neither the word "Subsidiary" meansCompany, with respect to nor any of its Subsidiaries, has, at any time, owned any Subsidiary or been a party, general partner or managing member of any corporation, general partnership, joint venturelimited partnership, limited liability company or other business association entity. (c) The Company has delivered to the Buyer complete and accurate copies of the certificate of incorporation and by-laws of the Company and of the charter, by-laws or entity, whether incorporated or unincorporated, other organizational documents of which (i) such party or any other each Subsidiary of such party the Company, in each case as amended to date. The Company is a general partner (excluding partnershipsnot in default under, the general partnership interests or in violation of, its certificate of which held by such party and/or one incorporation or more by-laws, and each of its Subsidiaries do is not have a majority of the voting interest in such partnership), (ii) such party and/or one or more violation of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interestscomparable organizational documents.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries (as defined below) each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation, organization. Each of the Company and each Subsidiary has all requisite the corporate power and authority to own, lease and operate own its properties and assets and to carry on conduct its business as now being conducted and as currently proposed by it to be conducted, conducted and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which where the failure to be so qualifiedqualified and in good standing, individually or in the aggregateaggregate with any such other failures, would be reasonably likely to not have a material adverse effect Material Adverse Effect on the businessCompany. The Company has delivered to Parent a true, propertiescorrect and complete copy of the Certificate of Incorporation and Bylaws or other equivalent organizational documents, financial conditionas applicable, results of operations or prospects of the Company and its Subsidiarieseach Material Subsidiary, taken in each case as a whole, or to have a material adverse effect on the ability amended as of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or Date. Neither the Company Stock Option Agreement other than nor any effect (a) resulting from or arising out Subsidiary is in violation of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action provisions of its Certificate of Incorporation or proceeding brought by Bylaws or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect")equivalent organizational documents. (b) Except as set forth in Schedule 2.1 to the Company SEC Reports (Disclosure Letter sets forth a true, correct and complete list of the Subsidiaries and their respective jurisdictions of organization. All of the issued and outstanding shares of capital stock of each Subsidiary are duly authorized, validly issued, fully paid and nonassessable, are owned by the Company or another Subsidiary free and clear of all Encumbrances, and are not subject to any preemptive right or right of first refusal created by statute, the Certificate of Incorporation and Bylaws or other equivalent organizational documents, as defined in Section 3.4) filed prior applicable, of such Subsidiary or any Contract to which the Company or such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any character relating to the date issued or unissued capital stock or other securities of this Agreementany Subsidiary, neither or otherwise obligating the Company nor or any of its Subsidiaries Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. Other than the Subsidiaries, the Company does not directly or indirectly owns own any equity, membership, partnership equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity, membership, partnership equity or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporatedPerson. As used in this Agreement, There are no outstanding obligations of the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party Company or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have under any Contract to which it is a majority party or by which it is otherwise bound to make any loan to, or any equity or other investment (in the form of a capital contribution or otherwise) in any other Person (other than the Company or a Subsidiary) in an amount in excess of $100,000 in respect of any single Person. (c) As of the voting interest in such partnership)Agreement Date, (ii) such party and/or one the Company has provided to Parent or more its counsel true, correct and materially complete copies of its Subsidiaries holds voting power to elect a majority the minute books containing records of all proceedings, consents, actions and meetings of the Company Board, committees of the board of directors and stockholders of the Company and each Material Subsidiary since September 30, 2006 (excluding any such proceedings, consents, actions or other governing body performing similar functionsmeetings that relate to a potential sale of the Company). The minute books of the Company and each Material Subsidiary so provided contain summaries of all meetings of, or (iii) such party and/or one or more of its Subsidiariesactions by written consent by, directly or indirectly, owns or controls more than 50% directors and stockholders of the equityCompany and the respective Material Subsidiaries through the Agreement Date that are accurate in all material respects. True, membershipcorrect and complete copies of the Charters of all committees of the Company Board and all codes of conduct, partnership whistleblower policies, disclosure committee policy or similar interestspolicies adopted by the Company Board, as in effect on the Agreement Date, have been provided by the Company to Parent or its counsel, are available as of the Agreement Date at the website located at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇.▇▇▇ or are included in the Company SEC Reports.

Organization, Standing and Power; Subsidiaries. (a) Each MII and each of the Company and its Subsidiaries (as defined below) Operating Companies is a corporation duly organized, validly existing existing, and in good standing under the laws of the its jurisdiction of its incorporation, has all requisite with full corporate power and authority to ownconduct its business as it is now being conducted, lease and operate its to own or use the properties and assets that it purports to own or use. MII and to carry on its business as now being conducted and as proposed to be conducted, and each of the Operating Companies is duly qualified to do business as a foreign corporation and is in good standing as a foreign corporation in under the laws of each state or other jurisdiction in which either the failure to be so qualified, individually ownership or in the aggregate, would be reasonably likely to have a material adverse effect on the business, properties, financial condition, results of operations or prospects use of the Company and its Subsidiaries, taken as a wholeproperties owned or used by it, or to have a material adverse effect on the ability nature of the Company to consummate activities conducted by it, requires such qualification. Except as provided in Section 3.2.1(a) of the transactions contemplated by this AgreementDisclosure Schedule, the Stockholder Agreement none of MII or the Company Stock Option Agreement other than Operating Companies has delegated any effect (a) resulting from or arising out powers under a power of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties attorney which remains in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect")effect. (b) Section 3.2.1(b) of the Disclosure Schedule sets forth a list of all of the Operating Companies and MII's direct or indirect equity interest therein, which shall be complete and accurate as of the Closing Date. Except as set forth in Section 3.2.1(b) of the Company SEC Reports (Disclosure Schedule, as defined in Section 3.4) filed prior to of the date Closing date, none of this Agreement, neither MII or the Company nor any of its Subsidiaries Operating Companies directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable into or exercisable for any equity, membership, partnership or similar interest in, any corporationcompany, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, and none of which (i) such party MII or the Operating Companies has, at any other Subsidiary of such party is time, been a general partner or managing member of any general partnership, limited partnership, limited liability company or other entity. (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not c) Warrantors have a majority delivered to Buyer complete and accurate copies of the voting interest in such partnership)charter, (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority by-laws and other organizational documents of the board of directors or other governing body performing similar functionsSeller, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% MII and each of the equity, membership, partnership or similar interestsOperating Companies and all amendments thereto as in effect at the date hereof ("Organizational Documents").

Organization, Standing and Power; Subsidiaries. (a) Each of DSP Group, Ceva and any current Subsidiaries of Ceva or Subsidiaries of DSP Group to be contributed to Ceva as part of the Company and its Subsidiaries Ceva Contribution (as defined belowsuch companies, other than DSP Group or Ceva, collectively, the “Ceva Subsidiaries”) is a corporation company duly organized, validly existing and and, where applicable as a legal concept, in good standing standing, under the laws of the jurisdiction of its organization or incorporation, ; has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, ; and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which where the failure character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary; except for such failures to be so qualifiedorganized, qualified or in good standing, individually or in the aggregate, would be which have not had, and are not reasonably likely to have a Ceva Material Adverse Effect. For purposes of this Agreement, the term “Ceva Material Adverse Effect” means any material adverse effect change, event, circumstance or development with respect to, or material adverse effect, whether relating to DSP Group, Ceva or otherwise, on (i) the business, propertiesassets, liabilities, capitalization, financial condition, or results of operations of Ceva or prospects of the Company and its Subsidiaries, taken as a whole, Ceva Business or to have a material adverse effect on (ii) the ability of the Company DSP Group or Ceva to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than Scheme, except that any such change, event, circumstance or development, or effect which results from (a) resulting from changes that are the result of economic factors affecting the national, regional or world economy; (b) changes that are the result of factors generally affecting the specific industry or markets in which the Ceva Business competes; (c) any adverse change, effect or circumstance primarily arising out of or resulting from actions contemplated by the public announcement of Parties in connection with this Agreement or any the Scheme or the pendency or announcement of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, Scheme; (d) changes that reflect quarterly fluctuations in revenues attributable to the timing of signing of major customer agreements; or (ce) arising changes in law, rule or resulting from general industry, economic regulations or stock market conditions that affect generally accepted accounting principles or the Company in interpretation thereof shall not constitute a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Ceva Material Adverse Effect"). (b) Except as set forth in the Company SEC Reports (as defined in Section 3.4) filed prior to the date of this Agreement, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests.

Organization, Standing and Power; Subsidiaries. (a) Each of the The Company and its Subsidiaries (as defined below) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporationDelaware, has all requisite corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted and as proposed to be conducted, and is duly licensed or qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business or the ownership, operation or leasing of its properties or assets makes such licensing or qualification necessary, except in those jurisdictions where the failure to be so qualifiedorganized, existing, in good standing, licensed or qualified or have such power or authority, individually or in the aggregate, would not reasonably be reasonably likely expected to have a material adverse Material Adverse Effect on the Company. The certificate of incorporation and by-laws of the Company, copies of which were furnished to Parent, are true, complete and correct copies of such documents as in effect on the businessdate of this Agreement. As used in this Agreement, the term "Material Adverse Effect" means, with respect to any entity, any material adverse change or effect on the financial condition, properties, financial conditionassets (including, without limitation, intangible assets), businesses or results of operations or prospects of the Company such entity and its Subsidiaries, taken as a whole; provided, or however, that (i) the following shall not be deemed to have a material adverse Material Adverse Effect: a change or effect (A) relating to the U.S., Canadian or global economy or securities markets in general, (B) relating to the insurance industry or other financial services industries in which such entity or its Subsidiaries operate in general which does not have a materially disproportionate effect on such entity or its Subsidiaries taken as a whole (relative to most industry participants), (C) proximately caused by the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, hereby or (cD) arising relating to changes in Laws or resulting from general industryUS GAAP, economic Canadian GAAP or stock market conditions that affect SAP after the Company in date hereof, and (ii) a manner not disproportionate to the manner in which such conditions affect other companies decrease in the technology sector trading or market prices of an entity's capital stock shall not be considered, by itself, to constitute a Material Adverse Effect (it being understood that the foregoing shall not prevent any party from asserting that any change or effect that may have contributed to such reduction independently constitutes a "Company Material Adverse Effect"). (b) Except as set forth in the Company SEC Reports (as defined in Section 3.4) filed prior to the date of this Agreement, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries (as defined below) is a corporation duly organized, validly existing and in good standing (to the extent that such concept is applicable) under the laws of the its jurisdiction of organization. Each of the Company and its incorporation, Subsidiaries has all requisite the corporate power and authority to own, lease and operate own its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, conduct the Company Business and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which where the failure to be so qualifiedqualified and in good standing, individually or in the aggregateaggregate with any such other failures, would not reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on the business, properties, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a whole. The Company has made available to Parent a true, correct and complete copy of the Certificate or to have a material adverse effect on the ability Articles of Incorporation and Bylaws or other equivalent organizational documents, as applicable, of the Company and its Subsidiaries, in each case as amended to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or date. None of the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to its Subsidiaries is in violation of any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board provisions of Directors its Certificate or Articles of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement Incorporation or the transactions contemplated hereby, Bylaws or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect")equivalent organizational documents. (b) Except as set forth in Schedule 2.1 to the Company SEC Reports (Disclosure Letter sets forth a true, correct and complete list of the Subsidiaries of the Company. All of the issued and outstanding shares of capital stock of each such Subsidiary are duly authorized, validly issued, fully paid and nonassessable, are owned by the Company free and clear of all Encumbrances, and are not subject to any preemptive right or right of first refusal created by statute, the Certificate or Articles of Incorporation and Bylaws or other equivalent organizational documents, as defined in Section 3.4) filed prior applicable, of such Subsidiary or any Contract to which the Company or such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, "put" or "call" rights, exchangeable or convertible securities or other Contracts of any character relating to the date issued or unissued capital stock or other securities of this Agreementany of the Company's Subsidiaries, neither or otherwise obligating the Company nor or any of its Subsidiaries to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. Other than the Subsidiaries, the Company does not directly or indirectly owns own any equity, membership, partnership equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity, membership, partnership equity or similar interest in, any corporationPerson. (c) The Company has made available to Parent or its counsel true, partnershipcorrect and complete in all material respects, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority copies of the voting interest in such partnership)minute books containing records of all proceedings, (ii) such party and/or one or more consents, actions and meetings of its Subsidiaries holds voting power to elect a majority the board of directors, committees of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% and shareholders of the equityCompany and its Subsidiaries since 2000 (excluding such proceedings related to the potential sale of the Company), membershipthe charters of all committees of the Company Board, partnership all codes of conduct, whistleblower policies, disclosure committee policy or similar interestspolicies adopted by the Company Board. The minute books of the Company and its Subsidiaries made available to Parent contain accurate summaries of all meetings of directors and shareholders or actions by written consent of the Company and the respective Subsidiaries through the January 30, 2008.

Organization, Standing and Power; Subsidiaries. (a) Each of the The Company and its Subsidiaries (as defined below) is a corporation company duly organized, validly existing and in good standing (or equivalent status in the relevant jurisdiction) under the laws Laws of the jurisdiction of its incorporationincorporation or formation, has all requisite corporate and necessary power and authority to own, lease lease, use and operate its properties and assets and assets, to carry on and conduct its business as now being conducted and as proposed to be conductedperform its obligations under all Company Contracts, and is duly qualified or registered to do business and is in good standing as a foreign corporation company (or equivalent status in the relevant jurisdiction) in each jurisdiction listed in Part 2.1(a) of the Company Disclosure Schedule, which jurisdictions constitute as of the Agreement Date the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary or advisable, except where the failure to be so qualified, individually or in the aggregate, qualified would not reasonably be reasonably likely expected to have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, the Stockholder Agreement or the Company Stock Option Agreement other than any effect (a) resulting from or arising out of the public announcement of this Agreement or any of the transactions contemplated hereby, (b) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect"). (b) Except as set forth The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than Vineyard Networks Inc. (c) Part 2.1(c) of the Company SEC Reports Disclosure Schedule accurately sets forth (as defined i) the names and titles of the members of the board of directors of the Company, (ii) the names of the members of each committee of the board of directors of the Company, and (iii) the names and titles of the officers of the Company. (d) The Company has no Subsidiaries. The Company does not own, and has never owned, beneficially or otherwise, any Controlling interest in, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Entity. The Company has not agreed and is not obligated to make any future investment in Section 3.4) filed prior or capital contribution to any Entity. The Company has not guaranteed and is not responsible or liable for any obligation of any of the date of this Agreement, neither Entities in which it owns or has owned any equity or other financial interest. Neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest inshareholders has ever approved, or commenced any interest convertible into proceeding or exchangeable or exercisable for made any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. As used in this Agreementelection contemplating, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company dissolution or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority liquidation of the voting interest in such partnership), (ii) such party and/or one Company or more of its Subsidiaries holds voting power to elect a majority the winding up or cessation of the board of directors business or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% affairs of the equity, membership, partnership or similar interestsCompany.

Organization, Standing and Power; Subsidiaries. (a) Each of the Company and its Subsidiaries (as defined below) FCC is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and has the corporate power to own its properties and to carry on its business as now being conducted. Each subsidiary of FCC is a corporation or other organization duly organized, validly existing and in good standing under the laws of its jurisdiction of its incorporationincorporation or organization, has all the requisite corporate or other power and authority to own, lease and operate its properties and assets and to carry on its business as is now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which except where the failure to be so qualifiedorganized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on FCC. For purposes of this Agreement, the term "Material Adverse Effect" on a Party shall mean an event, change or occurrence which, individually or in the aggregatetogether with any other event, would be reasonably likely to have change or occurrence, has a material adverse effect impact on (a) the financial position, business, properties, financial condition, or results of operations or prospects of the Company such Party and its Subsidiariessubsidiaries (though with respect to UTG, excluding FCC and its subsidiaries), taken as a whole, or to have a material adverse effect on (b) the ability of the Company such Party to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementMerger, the Stockholder Agreement or the Company Stock Option Agreement other than any effect event, change or occurrence relating to (ai) resulting from the United States economy, the regional economy in which such Party conducts business or arising out of the public announcement of this Agreement securities markets in general or any of the transactions contemplated hereby, (bii) attributable to any legal action or proceeding brought by or on behalf of stockholders of the Company alleging that the Board of Directors of the Company breached its fiduciary duties in connection with its approval of the Merger, this Agreement or the transactions contemplated hereby, hereby or (c) arising or resulting from general industry, economic or stock market conditions that affect the Company in a manner not disproportionate to the manner in which such conditions affect other companies in the technology sector (a "Company Material Adverse Effect")announcement hereof. (b) Except Each of FCC and its subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties make such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect on FCC. FCC has made available to UTG a true and correct copy of its articles of incorporation and bylaws, each as set forth amended to date and in the Company SEC Reports (as defined in Section 3.4) filed prior to full force and effect on the date of this Agreement, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. As used in this Agreement, the word "Subsidiary" means, with respect to a party, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party and/or one or more of its Subsidiaries do not have a majority of the voting interest in such partnership), (ii) such party and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (iii) such party and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interestshereof.