Section 7.2 Conditions to Obligations of Parent, US Holdco and Crystal Merger Sub. The obligations of Parent, US Holdco and Crystal Merger Sub to  effect  the  Mergers  are  also  subject  to  the  satisfaction  or  waiver  (in  writing)  by  Parent  on  or  prior  to  the  Closing  Date  of  each  of  the  following  additional conditions: (a) Representations and Warranties.  Each  of  the  representations  and  warranties  of  the  Company  set  forth  in (i) Article III (other than Section 3.1(a) (first sentence), Section 3.1(b) (clause (i) of first sentence), Section 3.2(a) (other than the last sentence thereof), Section 3.2(b), Section 3.2(c), Section 3.3(a), Section 3.10(a), Section 3.18, Section 3.19, Section 3.22 and Section 3.24) shall be true and correct (without regard to “materiality” and “Company Material Adverse Effect” qualifiers contained in such representations and warranties) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation and warranty expressly speaks as of another date, in which case such representation and warranty shall only be required to be so true and correct as of such other date), other than for such failures to be so true and correct that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (Page 35)

Section 7.2 Conditions to Obligations of Parent, US Holdco and Crystal Merger Sub <omitted> Each  of  the  representations  and  warranties  of  the  Company  set  forth  in (i) Article III <omitted> shall be true and correct <omitted> other than for such failures to be so true and correct that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (Page 35)

Section 3.2 Capitalization <omitted> Section 7.2 Conditions to Obligations of Parent, US Holdco and Crystal Merger Sub. The obligations of Parent, US Holdco and Crystal Merger Sub to  effect  the  Mergers  are  also  subject  to  the  satisfaction  or  waiver  (in  writing)  by  Parent  on  or  prior  to  the  Closing  Date  of  each  of  the  following  additional conditions: (a) Representations and Warranties.  Each  of  the  representations  and  warranties  of  the  Company  set  forth  in <omitted> (ii) Section 3.2(a) (other than the last sentence thereof) and Section 3.2(b) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation and warranty expressly speaks as of another date, in which case such representation and warranty shall only be required to be so true and correct as of such other date), except for de minimis inaccuracies (Page 35)

Section 3.2 Capitalization <omitted> Section 7.2 Conditions to Obligations of Parent, US Holdco and Crystal Merger Sub <omitted>  Each  of  the  representations  and  warranties  of  the  Company  set  forth  in (ii) Section 3.2(a) <omitted> shall be true and correct <omitted> except for de minimis inaccuracies (Page 35)

Section 3.1 Qualification, Organization, Subsidiaries, etc. <omitted> Section 3.2 Capitalization. <omitted> Section 3.3 Corporate Authority Relative to this Agreement; No Violation. (a) <omitted> This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent, US Holdco and Crystal Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms,  <omitted> Section 3.10 Absence of Certain Changes or Events. (a) From July 31, 2020 through the date of this Agreement, there has not occurred any Effect that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. <omitted> Section 3.18 Opinion of Financial Advisor. <omitted> Section 3.19 Required Vote. <omitted> Section 3.22 Finders and Brokers. <omitted> Section 3.24 Takeover Statutes. Other than Section 203 of DGCL (from which the Company has taken all action necessary to exempt this Agreement and the Transactions, including the Mergers), no Takeover Statutes are applicable to the Transactions, including the Mergers. As of the date of this Agreement, there  is  no  stockholder rights  plan,  “poison  pill”  anti-takeover  plan  or  similar  device  in  effect  to  which  the  Company  or  any  Company Subsidiaries  is,  or  the Canyon Newco Entities will be, subject, party or otherwise bound. <omitted> 

Section 7.2 Conditions to Obligations of Parent, US Holdco and Crystal Merger Sub. The obligations of Parent, US Holdco and Crystal Merger Sub to  effect  the  Mergers  are  also  subject  to  the  satisfaction  or  waiver  (in  writing)  by  Parent  on  or  prior  to  the  Closing  Date  of  each  of  the  following  additional conditions: (a) Representations and Warranties.  Each  of  the  representations  and  warranties  of  the  Company  set  forth  in <omitted> (iii) Section 3.1(a) (first sentence), Section 3.1(b) (clause (i) of first sentence), Section 3.2(c), Section 3.3(a), Section 3.18, Section 3.22 and Section 3.24 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation and warranty expressly speaks as of another date, in which case such representation and warranty shall only be required to be so true and correct as of such other date), and (iv) Section 3.10(a) and Section 3.19 shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of such date; and Parent shall have received a certificate signed on behalf of the Company by a duly authorized executive officer of the Company to the foregoing effect; (Page 35)

Section 3.1 Qualification, Organization, Subsidiaries, etc. <omitted> Section 3.2 Capitalization. <omitted> Section 3.3 Corporate Authority Relative to this Agreement; No Violation. (a) <omitted> This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent, US Holdco and Crystal Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms <omitted> Section 3.10 Absence of Certain Changes or Events. (a) From July 31, 2020 through the date of this Agreement, there has not occurred any <omitted> Company Material Adverse Effect. <omitted> Section 3.18 Opinion of Financial Advisor. <omitted> Section 3.19 Required Vote. <omitted> Section 3.22 Finders and Brokers. <omitted> Section 3.24 Takeover Statutes. Other than Section 203 of DGCL (from which the Company has taken all action necessary to exempt this Agreement and the Transactions, including the Mergers), no Takeover Statutes are applicable to the Transactions, including the Mergers. As of the date of this Agreement, there  is  no  stockholder rights  plan,  “poison  pill”  anti-takeover  plan  or  similar  device  in  effect  to  which  the  Company  or  any  Company Subsidiaries  is,  or  the Canyon Newco Entities will be, subject, party or otherwise bound. <omitted>  <omitted> 

Section 7.2 Conditions to Obligations of Parent, US Holdco and Crystal Merger Sub. <omitted> (iii) Section 3.1(a) (first sentence), Section 3.1(b) (clause (i) of first sentence), Section 3.2(c), Section 3.3(a), Section 3.18, Section 3.22 and Section 3.24 shall be true and correct in all material respects <omitted> and (iv) Section 3.10(a) and Section 3.19 shall be true and correct (Page 35)

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