Section 5.2 Additional Parent and Merger Sub Conditions. The obligations of Parent and Merger Sub to consummate the Merger shall be further subject to the satisfaction at or prior to the Effective Time of each of the following conditions:

(a) Accuracy of Representations and Warranties. 

<omitted>

(iv) all other provisions of Article II (excluding those included in the foregoing clauses (i), (ii) and (iii)) (without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein), shall be true and correct as of the Effective Time as if made as of the Effective Time except for such representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date or time), in each case, except for such failures to be true and correct, individually and in the aggregate, as have not had a Company Material Adverse Effect. (Page 28)

Section 5.2 Additional Parent and Merger Sub Conditions. 

<omitted>

The representations and warranties of the Company in 

<omitted>

all other provisions of Article II <omitted> shall be true and correct <omitted> except for such failures to be true and correct, individually and in the aggregate, as have not had a Company Material Adverse Effect. (Page 28)

Section 5.2 Additional Parent and Merger Sub Conditions. The obligations of Parent and Merger Sub to consummate the Merger shall be further subject to the satisfaction at or prior to the Effective Time of each of the following conditions:

(a)                Accuracy of Representations and Warranties . The representations and warranties of the Company in (i) Section 2.2(a), Section 2.2(b) <omitted> (Capitalization) shall be true and correct as of immediately prior to the Effective Time (except for such representations and warranties that relate to a specific date or time which need only be true and correct as of such date or time), in each case, except for such failures to be true and correct that, individually or in the aggregate, would not result in more than a de minimis increase in the aggregate amounts payable by Merger Sub or Parent in the Transactions (Page 28)

Section 5.2 Additional Parent and Merger Sub Conditions. 

<omitted>

The representations and warranties of the Company in (i) Section 2.2(a), Section 2.2(b) <omitted> (Capitalization) shall be true and correct <omitted> in each case, except for such failures to be true and correct that, individually or in the aggregate, would not result in more than a de minimis increase in the aggregate amounts payable by Merger Sub or Parent in the Transactions (Page 28)

(b)              Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 3.9(b), the Company Board has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to, or as a result of, the execution of this Agreement or the Voting Agreement or the consummation of the Transactions, including the Merger, without any further action on the part of the Company Stockholders or the Company Board. No other “fair price,” “moratorium,” “control share acquisition,” “business combination” or other anti-takeover statute or Law (each, together with Section 203 of the DGCL, a “Takeover Law”) is applicable to the Company, the Transactions or the Voting Agreement. None of the Company or any of its Subsidiaries has adopted a stockholder rights agreement, rights plan, “poison pill” or other similar agreement that is currently in effect. (Page 8)

Section 2.1
Corporate Existence
.
(a)
The Company is a corporation 
duly organized, validly existing and in good standing under the laws of the State of Delaware
<omitted>
Section 2.3 Corporate Authority

The  Company  has  all  necessary corporate power and authority to execute and deliver this Agreement and the other Transaction
Documents,  to  which  it  is  a  party and,  subject  to  obtaining  the  Company  Stockholder Approval,  to  perform  its  obligations  hereunder  and  thereunder  and  to consummate 
the  Transactions,  including  the  Merger.

<omitted>

This Agreement has been validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger 
Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its 
terms, subject to the effect of any applicable bankruptcy,
insolvency,  fraudulent  conveyance,  reorganization,  moratorium  and  other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles. 

<omitted>

The  Company  Board  at a  meeting  duly  called  and  held  has  unanimously  adopted resolutions  that:  (i)  determined  that  each  of  the  Transactions, individually and in the aggregate, are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the Transactions (including  the  execution,  delivery  and  performance  thereof)  and  declared  it  advisable  that  the Company  enter  into  this  Agreement  and  consummate  the Transactions in accordance with the DGCL
<omitted>

(b)              Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 3.9(b), the Company Board has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to, or as a result of, the execution of this Agreement or the Voting Agreement or the consummation of the Transactions, including the Merger, without any further action on the part of the Company Stockholders or the Company Board. No other “fair price,” “moratorium,” “control share acquisition,” “business combination” or other anti-takeover statute or Law (each, together with Section 203 of the DGCL, a “Takeover Law”) is applicable to the Company, the Transactions or the Voting Agreement. None of the Company or any of its Subsidiaries has adopted a stockholder rights agreement, rights plan, “poison pill” or other similar agreement that is currently in effect.
<omitted>

Section 5.2 Additional Parent and Merger Sub Conditions. The obligations of Parent and Merger Sub to consummate the Merger shall be further subject to the satisfaction at or prior to the Effective Time of each of the following conditions:

(a) Accuracy of Representations and Warranties. The representations and warranties of the Company in

The representations and warranties of the Company in (i) 
<omitted> Section 2.2(d) (Capitalization) shall be true and correct as of immediately prior to the Effective Time (except for such representations and warranties that relate to a specific date or time which need only be true and correct as of such date or time), in each case, except for such failures to be true and correct that, individually or in the aggregate, would not result in more than a 
de minimis increase in the aggregate amounts payable by Merger Sub or Parent in the Transactions, (ii) Section 2.1(a) (Corporate Existence), Section 2.3 (Corporate Authority), Section 2.17 (Finders; Brokers) and Section 2.19 (Opinion of Financial Advisor) (collectively, the “Fundamental Representations”) to the extent qualified by materiality or “Company Material Adverse Effect” shall be true and correct in all respects as of the Effective Time as if made as of the Effective Time except in each case for representations and warranties in the Fundamental Representations that relate to a specific date or time (which need only be true and correct as of such date or time), and all of the Fundamental Representations to the extent not qualified by materiality or “Company Material Adverse Effect” shall be true and correct in all material respects as of the Effective Time with the same force and effect as if made as of the Effective Time except for representations and warranties in the Fundamental Representations that relate to a specific date or time (which need only be true and correct as of such date or time), (iii) Section 2.8(a) (Absence of Certain Changes or Events) shall be true and correct in all respects as of the Effective Time as if made as of the Effective Time (Page 28)

Section 2.1
Corporate Existence.
(a)
The Company is a corporation 
duly organized, validly existing and in good standing under the laws of the State of Delaware
<omitted>
Section 2.3 Corporate Authority

The  Company  has  all  necessary corporate power and authority to execute and deliver this Agreement and the other Transaction
Documents,  to  which  it  is  a  party and,  subject  to  obtaining  the  Company  Stockholder Approval,  to  perform  its  obligations  hereunder  and  thereunder  and  to consummate 
the  Transactions,  including  the  Merger.

<omitted>

This Agreement <omitted> constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its 
terms, 
<omitted>

The  Company  Board  at a  meeting  duly  called  and  held  has  unanimously  adopted resolutions  that:  <omitted> (ii) approved this Agreement and the Transactions (including  the  execution,  delivery  and  performance  thereof)
<omitted>

(b)              Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 3.9(b), the Company Board has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to, or as a result of, the execution of this Agreement or the Voting Agreement or the consummation of the Transactions, including the Merger, without any further action on the part of the Company Stockholders or the Company Board. No other “fair price,” “moratorium,” “control share acquisition,” “business combination” or other anti-takeover statute or Law (each, together with Section 203 of the DGCL, a “Takeover Law”) is applicable to the Company, the Transactions or the Voting Agreement. None of the Company or any of its Subsidiaries has adopted a stockholder rights agreement, rights plan, “poison pill” or other similar agreement that is currently in effect.
<omitted>

Section 5.2 Additional Parent and Merger Sub Conditions.

<omitted>

The representations and warranties of the Company in

<omitted>
The representations and warranties of the Company in (i) 
<omitted> Section 2.2(d) (Capitalization) shall be true and correct <omitted>, in each case, except for such failures to be true and correct that, individually or in the aggregate, would not result in more than a de minimis increase in the aggregate amounts payable by Merger Sub or Parent in the Transactions, 
(ii) Section 2.1(a) (Corporate Existence), Section 2.3 (Corporate Authority), Section 2.17 (Finders; Brokers) and Section 2.19 (Opinion of Financial Advisor) (collectively, the “Fundamental Representations”) to the extent qualified by materiality or “Company Material Adverse Effect” shall be true and correct in all respects <omitted>

and all of the Fundamental Representations to the extent not qualified by materiality or “Company Material Adverse Effect” shall be true and correct in all material respects <omitted>

(iii) Section 2.8(a) (Absence of Certain Changes or Events) shall be true and correct in all respects (Page 28)

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