Section 9.02 Conditions to the Obligations of Parent, Bidco and each Merger Sub. The obligations of Parent, Bidco and each Merger Sub to consummate the Mergers are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions: <omitted> (iv) the other representations and warranties of the Company contained in Article IV (disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), except, in the case of this clause (iv) only, where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Page 99)

Section 9.02 Conditions to the Obligations of Parent, Bidco and each Merger Sub. <omitted> (iv) the other representations and warranties of the Company contained in Article IV <omitted> shall be true and correct at and as of the date of this Agreement <omitted> except, in the case of this clause (iv) only, where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Page 99)

Section 4.05 Capitalization. <omitted> Section 9.02 Conditions to the Obligations of Parent, Bidco and each Merger Sub. The obligations of Parent, Bidco and each Merger Sub to consummate the Mergers are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions: <omitted> (ii) the representations and warranties of the Company contained in Section 4.05(a) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), except for any de minimis inaccuracies, (Page 99)

Section 4.05 Capitalization. <omitted> Section 9.02 Conditions to the Obligations of Parent, Bidco and each Merger Sub. <omitted> (ii) the representations and warranties of the Company contained in Section 4.05(a) shall be true and correct <omitted> except for any de minimis inaccuracies, (Page 99)

Section 4.01 Corporate Existence and Power. <omitted> The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. <omitted> Section 4.02 Corporate Authorization. <omitted> This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent, Bidco and each Merger Sub) constitutes a valid, legal and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject to general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity (collectively, the “Bankruptcy and Equity Exceptions”)). <omitted> (b) At a  meeting  duly  called  and  held,  the  Board  of  Directors  of  the  Company unanimously  adopted  resolutions (i)  determining  that  this Agreement  and  the  transactions contemplated  hereby  (including  the  Mergers)  are  fair  to  and  in  the  best interests  of  the  Company  and  its  stockholders,  (ii)approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Mergers), <omitted> Section 4.04 Non-contravention. <omitted> 
Section 4.05 Capitalization. <omitted>
Section 4.10 Absence of Certain Changes. <omitted> 
 Section 4.27 Opinions of Financial Advisors. <omitted> Section 4.28 Finders’ Fees <omitted> Section 9.02 Conditions to the Obligations of Parent, Bidco and each Merger Sub. The obligations of Parent, Bidco and each Merger Sub to consummate the Mergers are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions: <omitted> (b)          (i) the representations and warranties of the Company contained in the first and last sentences of Section 4.01, Section 4.02, Section 4.04(a), Section 4.26, Section 4.27 and Section 4.28 shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date); (ii) the representations and warranties of the Company contained in Section 4.05(a) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), except for any de minimis inaccuracies, (iii) the representations and warranties of the Company contained in Section 4.10(a)(ii) shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing; (Page 99)

Section 4.01 Corporate Existence and Power. <omitted> The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. <omitted> 

Section 4.02 Corporate Authorization. <omitted> This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent, Bidco and each Merger Sub) constitutes a valid, legal and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject to general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity (collectively, the “Bankruptcy and Equity Exceptions”)). 
<omitted>
(b) At a  meeting  duly  called  and  held,  the  Board  of  Directors  of  the  Company unanimously  adopted  resolutions <omitted>  (ii)approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Mergers), <omitted> 

Section 4.04 Non-contravention. <omitted>
Section 4.05 Capitalization. <omitted>

 Section 4.10 Absence of Certain Changes.  <omitted> 
Section 4.26 Antitakeover Statutes. <omitted>
 Section 4.27 Opinions of Financial Advisors. <omitted>
 Section 4.28 Finders’ Fees <omitted>

 Section 9.02 Conditions to the Obligations of Parent, Bidco and each Merger Sub. <omitted> (b)          (i) the representations and warranties of the Company contained in the first and last sentences of Section 4.01, Section 4.02, Section 4.04(a), Section 4.26, Section 4.27 and Section 4.28 shall be true and correct in all material respects <omitted>  (ii) the representations and warranties of the Company contained in Section 4.05(a) shall be true and correct <omitted> except for any de minimis inaccuracies, (iii) the representations and warranties of the Company contained in Section 4.10(a)(ii) shall be true and correct in all respects (Page 99)

Question: Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer
Subquestion: <NONE>
Answer: Accurate in all respects with de minimis exception