Section 6.3 Conditions to Obligations of Parent.  The obligation of Parent to effect the Merger is subject to the satisfaction or waiver by Parent in writing, at or prior to the Closing, of the following additional conditions: <omitted> (a) Company Representations and Warranties. <omitted> (iv) the other representations and warranties of the Company set forth in this Agreement shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (Page 83)

Section 6.3 Conditions to Obligations of Parent. <omitted> the other representations and warranties of the Company set forth in this Agreement shall be true and correct <omitted> except <omitted> where the failure of such representations and warranties to be so true and correct <omitted> would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (Page 83)

Section 3.1 Representations and Warranties of the Company. <omitted> (b) Capital Structure. <omitted>

Section 6.3 Conditions to Obligations of Parent.  The obligation of Parent to effect the Merger is subject to the satisfaction or waiver by Parent in writing, at or prior to the Closing, of the following additional conditions: <omitted> (a) Company Representations and Warranties. (i) The representations and warranties of the Company set forth in the first two sentences of Section 3.1(b)(i) and in Section 3.1(b)(ii) and Section 3.1(b)(iii) shall be true and correct in all respects, except for any de minimis inaccuracies, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date) (Page 83)

Section 3.1 Representations and Warranties of the Company. <omitted> (b) Capital Structure. <omitted>

Section 6.3 Conditions to Obligations of Parent. <omitted>  The representations and warranties of the Company set forth in the first two sentences of Section 3.1(b)(i) <omitted> shall be true and correct in all respects, except for any de minimis inaccuracies (Page 83)

Section 3.1 Representations and Warranties of the Company. <omitted> 

(a) Organization, Standing and Power.  <omitted> (v)          All issued and outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary of the Company that are owned by the Company or any of its Subsidiaries are owned, directly or indirectly, by the Company free and clear of all Liens other than Permitted Liens and transfer restrictions imposed by any applicable Law or the Organizational Documents of any Subsidiary. <omitted> 

(b) Capital Structure <omitted>

(m) Board Approval.  The Board of Directors of Parent, by resolutions duly adopted by unanimous vote, has 
<omitted> (B) taken all appropriate and 
necessary actions to render any and all limitations on mergers,
business combinations and ownership of shares of Parent Common Stock as set forth in Parent’s Organizational Documents or in any state takeover 
statute to be inapplicable to the transactions contemplated by this Agreement. <omitted> 

(n) Vote Required. <omitted>
(u) Brokers or Finders. <omitted>
(t) Investment Company Act of 1940.  Neither the Company nor any Subsidiary of the Company is, or on the Closing Date will be, required to be registered as an investment company under the Investment Company Act of 1940, as amended. <omitted>
(v) Opinion of Company Financial Advisor. <omitted> 

Section 6.3 Conditions to Obligations of Parent.  The obligation of Parent to effect the Merger is subject to the satisfaction or waiver by Parent in writing, at or prior to the Closing, of the following additional conditions: <omitted> 

(a) Company Representations and Warranties. <omitted> 

(i) The representations and warranties of the Company set forth in the first two sentences of Section 3.1(b)(i) and in Section 3.1(b)(ii) and Section 3.1(b)(iii) shall be true and correct in all respects, except for any de minimis inaccuracies, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), (ii) the representations and warranties of the Company set forth in Section 3.1(l)(ii) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, (iii) the representations and warranties of the Company set forth in Section 3.1(a), Section 3.1(b) (other than the first two sentences of Section 3.1(b)(i), Section 3.1(b)(ii) and Section 3.1(b)(iii)), Section 3.1(m), Section 3.1(n), Section 3.1(t), Section 3.1(u) and Section 3.1(v) 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 the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), and (Page 83)

Section 3.1 Representations and Warranties of the Company. <omitted> 

(a) Organization, Standing and Power.  <omitted> (v)          All issued and outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary of the Company that are owned by the Company or any of its Subsidiaries are owned, directly or indirectly, by the Company  <omitted> 

(b) Capital Structure <omitted>

(m) Board Approval.  The Board of Directors of Parent, by resolutions duly adopted by unanimous vote, has 
<omitted> (B) taken all appropriate and 
necessary actions to render any and all limitations on mergers,
business combinations and ownership of shares of Parent Common Stock as set forth in Parent’s Organizational Documents or in any state takeover 
statute to be inapplicable to the transactions contemplated by this Agreement.<omitted> 

(n) Vote Required. <omitted>
(u) Brokers or Finders. <omitted>
(t) Investment Company Act of 1940.  Neither the Company nor any Subsidiary of the Company is, or on the Closing Date will be, required to be registered as an investment company under the Investment Company Act of 1940, as amended. <omitted>
(v) Opinion of Company Financial Advisor. <omitted> 

Section 6.3 Conditions to Obligations of Parent. <omitted> 

(a) <omitted> (i) The representations and warranties of the Company set forth in the first two sentences of Section 3.1(b)(i) and in Section 3.1(b)(ii) and Section 3.1(b)(iii) shall be true and correct in all respects, except for any de minimis inaccuracies, <omitted> (ii) the representations and warranties of the Company set forth in Section 3.1(l)(ii) shall be true and correct in all respects <omitted> , <omitted> (iii) the representations and warranties of the Company set forth in Section 3.1(a), Section 3.1(b) (other than the first two sentences of Section 3.1(b)(i), Section 3.1(b)(ii) and Section 3.1(b)(iii)), Section 3.1(m), Section 3.1(n), Section 3.1(t), Section 3.1(u) and Section 3.1(v) shall be true and correct in all material respects (Page 83)

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