Section 4.1.          Organization and Corporate Power. <omitted>
Section 4.2.          Authorization; Valid and Binding Agreement. <omitted> The Company Board has, at a meeting duly called and held, unanimously (a) determined that this Agreement and the Contemplated Transactions are fair to, and in the best interests of, the Company and the holders of the Shares, (b) declared it advisable to enter into this Agreement, (c) approved the execution and delivery of this Agreement and the performance of the Company’s obligations hereunder, 
Section 4.3.          Capital Stock. <omitted>
Section 4.5.         No Breach.  <omitted>
Section 4.9.               Absence of Certain Developments.  <omitted>
Section 4.23.          No Rights Agreement; Takeover Provisions. <omitted>
Section 4.25.          Opinion. <omitted>

CONDITIONS TO THE OFFER <omitted>
2.            Notwithstanding any other provisions of the Offer, but subject to the terms and conditions set forth in this Agreement, additionally, Purchaser is not required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares validly tendered and not validly withdrawn in connection with the Offer if, immediately prior to the then applicable Expiration Date, any of the following conditions exist:   

I-1  

  

  (a)            (i) the Company has breached or failed to comply in any material respect with any of its obligations, agreements or covenants to be performed or complied with by it under the Agreement on or before the Acceptance Time and has not thereafter cured such breach or failure to comply, and such breach or failure to comply has not been waived in writing by Parent or Purchaser, (ii) any of the representations and warranties of the Company contained in the Agreement (other than the representations and warranties set forth in the first sentence of Section 4.1 (Organization and Corporate Power), Section 4.2 (Authorization; Valid and Binding Agreement), Section 4.3(a) – (c) (Capital Stock), Section 4.5(a) (No Breach), the first sentence of Section 4.9 (Absence of Certain Developments), Section 4.23 (No Rights Agreement; Takeover Provisions) and Section 4.25 (Opinion)) and that (x) are not made as of a specific date are not true and correct as of the Expiration Date, as though made on and as of the Expiration Date and (y) are made as of a specific date are not true as of such date, in each case, except, in the case of (x) or (y), where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality,” “in all material respects,” “in any material respect,” “material” or “Company Material Adverse Effect”) has not had, individually or in the aggregate, a Company Material Adverse Effect, (iii) the representations and warranties set forth in the first sentence of Section 4.1 (Organization and Corporate Power), Section 4.2 (Authorization; Valid and Binding Agreement), Section 4.5(a) (No Breach), Section 4.23 (No Rights Agreement; Takeover Provisions) or Section 4.25 (Opinion) are not true and correct in all material respects as of the Expiration Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty is not true and correct, in all material respects, as of such earlier date), (iv) the representations and warranties set forth in Section 4.3 (Capital Stock) are not true and correct in all respects, except for de minimis inaccuracies, as of the Expiration Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty is not true and correct, except for immaterial inaccuracies, as of such earlier date), or (v) any representations and warranties set forth in the first sentence of Section 4.9 (Absence of Certain Developments) are not true and correct in all respects as of the Expiration Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty is not true and correct, in all respects, as of such earlier date); (Page 42)

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