Section 5.02 Corporate Authorization; Stockholder Support. <omitted> The Company has duly executed and  delivered  this  Agreement,  and,  assuming  due authorization,  execution  and  delivery  by  each  of  Parent  and  Merger  Sub,  this  Agreement constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms <omitted> (b) At a meeting duly called and held, the Board of Directors has unanimously <omitted> (ii) approved, adopted and declared advisable this Agreement and the Transactions, including the Offer and the Merger <omitted> 

Section 5.10 Absence of Certain Changes. Since the Company Balance Sheet Date through the date hereof, <omitted> (b) there has not been any Company Material Adverse Effect <omitted>

Notwithstanding  any  other  provision  of  the  Offer,  but  subject  to  the  terms  of  this  Agreement,  Merger  Sub  shall  not  be  required  pursuant  to Section 2.01(e)  or  otherwise  to  accept  for  payment  or,  subject  to  any  applicable  rules  and  regulations  of  the  SEC,  including  Rule  14e-1(c)  under  the 1934 Act, pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares unless all of the following conditions have been satisfied: <omitted> (C) (i) the representations and warranties of the Company set forth in Section 5.01 (Corporate Existence and Power), Section 5.02 (Corporate Authorization), the first sentence of Section 5.05(b) (Capitalization), Section 5.23 (Finders’ Fees), Section 5.24 (Opinion of Financial Advisor) and Section 5.25 (Antitakeover Statutes) shall be true and correct in all material respects at and as of the Acceptance Time as if made on and as of the Acceptance Time (except to the extent that any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period); (ii) the representations and warranties of the Company set forth in the first, second and fourth sentences of Section 5.05(a) of this Agreement shall be true and correct in all respects (except for de minimis inaccuracies) at and as of the Acceptance Time as if made on and as of the Acceptance Time (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period); (iii) the representation and warranty of the Company set forth in Section 5.10(b) shall be true and correct in all respects; and (iv) the representations and warranties of the Company set forth in this Agreement (other than those referred to in clauses (i) through (iii) above) shall be true and correct (disregarding for this purpose all “Company Material Adverse Effect” and “materiality” qualifications contained in such representations and warranties) at and as of the Acceptance Time as if made on and as of the Acceptance Time (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period), except where the failure of such representations and warranties to be so 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 40)

Question: Materiality/MAE Scrape applies to
Subquestion: Capitalization R&Ws
Answer: General R&Ws