Section 2.2    
Conditions to Closing.
<omitted>
(b)     Additional Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is further subject to the satisfaction (or waiver by Parent and Merger Sub) of the following conditions: <omitted> (ii)    Other than the representations and warranties listed in clauses (iii), (iv) and (v) of this Section 2.2(b), the representations and warranties of the Company set forth in Article 3 shall be true and correct (without giving effect to any materiality, Company Material Adverse Effect or similar qualifications set forth therein) at and as of the Closing as if made at and as of such 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 will be true and correct as of such earlier date), except for such failures to be true and correct that would not reasonably be expected to have a Company Material Adverse Effect. (Page 11)

(b)     Additional Conditions to Obligation of Parent and Merger Sub. <omitted> the representations and warranties of the Company set forth in Article 3 shall be true and correct <omitted> except for such failures to be true and correct that would not reasonably be expected to have a Company Material Adverse Effect. (Page 11)

Section 2.2    
Conditions to Closing.
<omitted>
(b)     Additional Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is further subject to the satisfaction (or waiver by Parent and Merger Sub) of the following conditions: <omitted> (iv)    The representations and warranties of the Company set forth in Section 3.2 (other than the last sentence of clause (a) of Section 3.2) shall be true and correct (without giving effect to any   7


Company Material Adverse Effect or other materiality qualifications) at and as of the Closing as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure to be so true and correct in all respects would not reasonably be expected to result in additional cost, expense or liability to the Company, Parent and their Affiliates, individually or in the aggregate, that is more than $60,000,000.
<omitted> Section 3.2 Capitalization. (Pages 11-12)

(b)     Additional Conditions to Obligation of Parent and Merger Sub. <omitted> (iv)    The representations and warranties of the Company set forth in Section 3.2 <omitted> shall be true and correct <omitted> except where the failure to be so true and correct in all respects would not reasonably be expected to result in additional cost, expense or liability to the Company, Parent and their Affiliates, individually or in the aggregate, that is more than $60,000,000.
<omitted> Section 3.2 Capitalization. (Pages 11-12)

Section 2.2    
Conditions to Closing.
<omitted>
(b)    
Additional Conditions to Obligation of Parent and Merger Sub
. 
The obligation of Parent and Merger Sub to effect the
Merger is further subject to the satisfaction 
(or waiver by Parent and Merger Sub) of the following conditions:

<omitted>

(iii)     The representations and warranties of the Company set forth in Section 3.1 (other than the penultimate sentence of Section 3.1(a)), the last sentence of clause (a) of Section 3.2, Section 3.3, Section 3.4(a), Section 3.4(b)(i), Section 3.23 and Section 3.24, that (A) are not qualified by Company Material Adverse Effect or other materiality qualifications will be true and correct in all material respects at and as of the Closing as if made at and as of such 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 will be true and correct in all material respects as of such earlier date); and (B) are qualified by Company Material Adverse Effect or other materiality qualifications will be true and correct in all respects (without disregarding such Company Material Adverse Effect or other materiality qualifications) as of the Closing as if made at and as of such 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 will be true and correct in all respects as of such earlier date); 

<omitted>

(v)    The representations and warranties of the Company set forth in Section 3.8(b) will be true and correct in all respects as of the Closing as if made as of such time.

<omitted>

Section 3.1    
Qualification, Organization, Subsidiaries.

<omitted>
Section 3.2 Capitalization.

<omitted>
Section 3.3 Authority; Enforceability.
(a)    The 
Company has the requisite corporate power and authority to enter into 
this Agreement and, subject to receipt of the Company Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Company Board at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby
<omitted>
(d)    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 and Merger Sub, constitutes the valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable 
bankruptcy, insolvency, reorganization, moratorium or other similar 
Laws, now or hereafter in effect, relating to creditors’ rights 
generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief 
may be subject to equitable defenses and to
the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

<omitted>
Section 3.4 Consents and Approvals; No Violation.

<omitted>
Section 3.8    
Absence of Certain Changes.
<omitted>
(b)    Since 
the Company Balance Sheet Date through the date of this Agreement, there has 
not been any event, change,
occurrence or development that has had, 
individually or in the aggregate, a Company Material Adverse Effect.

<omitted>
Section 3.23 Finders or Brokers.

<omitted>
Section 3.24 Takeover Laws.
 
Assuming the representations and warranties of Parent and Merger Sub set forth in Section 4.12 are true and correct, as 
of the date of this Agreement, no “fair price,” “moratorium,” “control 
share acquisition,” “business combination” or other form
of anti-takeover statute or regulation or any anti-takeover provision in 
the certificate of incorporation or bylaws of the Company is, and the
Company has no rights plan, “poison pill” or similar agreement that is, 
applicable to this Agreement, the Merger or the other transactions
contemplated hereby and 
the Company Board has taken all necessary actions so that the 
restrictions on business combinations set forth in
Section 203 of the 
DGCL and any other similar applicable “anti-takeover” law will not be applicable to the Merger. (Pages 11-12)

Additional Conditions to Obligation of Parent and Merger Sub

<omitted>

(iii)     The representations and warranties of the Company set forth in Section 3.1 (other than the penultimate sentence of Section 3.1(a)), the last sentence of clause (a) of Section 3.2, Section 3.3, Section 3.4(a), Section 3.4(b)(i), Section 3.23 and Section 3.24, that (A) are not qualified by Company Material Adverse Effect or other materiality qualifications will be true and correct in all material respects at and as of the Closing as if made at and as of such time <omitted> and (B) are qualified by Company Material Adverse Effect or other materiality qualifications will be true and correct in all respects (without disregarding such Company Material Adverse Effect or other materiality qualifications) 

<omitted>

(v)    The representations and warranties of the Company set forth in Section 3.8(b) will be true and correct in all respects as of the Closing as if made as of such time.

<omitted>

Section 3.1    
Qualification, Organization, Subsidiaries.

<omitted>
Section 3.2 Capitalization.

<omitted>
Section 3.3 Authority; Enforceability.
(a)    The 
Company has the requisite corporate power and authority to enter into 
this Agreement and, <omitted> to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Company Board at a duly held meeting has unanimously <omitted> (ii) approved the execution, delivery and performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby
<omitted>

(d)    This Agreement <omitted>
constitutes the valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, 

<omitted>
Section 3.4 Consents and Approvals; No Violation.

<omitted>
Section 3.8    
Absence of Certain Changes.
<omitted>
(b)    Since 
the Company Balance Sheet Date through the date of this Agreement, there has 
not been any event, change,
occurrence or development that has had, 
individually or in the aggregate, a Company Material Adverse Effect.

<omitted>
Section 3.23 Finders or Brokers.

<omitted>
Section 3.24 Takeover Laws.
 
Assuming the representations and warranties of Parent and Merger Sub set forth in Section 4.12 are true and correct, as 
of the date of this Agreement, no “fair price,” “moratorium,” “control 
share acquisition,” “business combination” or other form
of anti-takeover statute or regulation or any anti-takeover provision in 
the certificate of incorporation or bylaws of the Company is, and the
Company has no rights plan, “poison pill” or similar agreement that is, 
applicable to this Agreement, the Merger or the other transactions
contemplated hereby and 
the Company Board has taken all necessary actions so that the 
restrictions on business combinations set forth in
Section 203 of the 
DGCL and any other similar applicable “anti-takeover” law will not be applicable to the Merger. (Pages 11-12)

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