Section 6.2        Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or waiver by Parent) at or prior to the Closing of the following conditions:

(a)            Representations and Warranties. (i) Each representation and warranty in Article III (except for the representations and warranties in Section 3.1(a), Section 3.2(a), Section 3.2(b), the first sentence of Section 3.2(d), Section 3.3, Section 3.6(b) and Section 3.22) shall be accurate in all respects (read, for purposes of this Section 6.2(a)(i) only, without any qualification as to “material,” “in all material respects,” “Company Material Adverse Effect” or materiality (provided that dollar thresholds shall not be disregarded)) as of the date hereof and as of the Closing as if made as of the Closing (except to the extent any such representation or warranty expressly speaks as of the date hereof or any other specific date, in which case such representation or warranty shall have been accurate in all respects as of such date), except for any failure of such representations and warranties to be true and correct as would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect (Page 31)

Section 6.2        Conditions to Obligations of Parent and Merger Sub. <omitted> (i) Each representation and warranty in Article III <omitted> shall be accurate in all respects <omitted>, except for any failure of such representations and warranties to be true and correct as would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect (Page 31)

Section 3.2 Company Capitalization.
<omitted>

Section 6.2        Conditions to Obligations of Parent and Merger Sub. <omitted> (iii) each representation and warranty in Section 3.2(a), Section 3.2(b) and the first sentence of Section 3.2(d) shall be accurate in all but de minimis respects as of the date hereof and as of the Closing as if made as of the Closing (except to the extent any such representation or warranty expressly speaks as of the date hereof or any other specific date, in which case such representation or warranty shall have been accurate in all but de minimis respects as of such date) and (iv) each representation and warranty in Section 3.6(b) shall be accurate in all respects as of the date hereof and as of the Closing as if made as of the Closing (except to the extent any such representation or warranty expressly speaks as of the date hereof or any other specific date, in which case such representation or warranty shall have been accurate in all respects as of such date). (Page 31)

Section 3.2 Company Capitalization.
<omitted>

Section 6.2        Conditions to Obligations of Parent and Merger Sub. <omitted> (iii) each representation and warranty in Section 3.2(a), Section 3.2(b) and the first sentence of Section 3.2(d) shall be accurate in all but de minimis respects (Page 31)

Section 3.1 Organization; Good Standing; Corporate Power; Company Subsidiaries.
<omitted>

Section 3.2 Company Capitalization
<omitted> (e) The Company owns of record or Beneficially Owns all of the outstanding Equity Securities in each Company Subsidiary, and all of the outstanding Equity Securities in each Company Subsidiary are owned of record by a Company Entity, in each case, free and clear of any Lien thereon(other than Permitted Liens). <omitted>

Section 3.3 Authority; Execution and Delivery; Enforceability; State Takeover Statutes; No Rights Plan.
<omitted>

Section 3.6 Absence of Certain Changes or Events.
<omitted>

Section 3.22 Broker's Fees.
<omitted>

Section 6.2        Conditions to Obligations of Parent and Merger Sub. <omitted>
(ii) each representation and warranty in Section 3.1(a), Section 3.3 and Section 3.22 shall be accurate in all material respects as of the date hereof and as of the Closing as if made as of the Closing (except to the extent any such representation or warranty expressly speaks as of the date hereof or any other specific date, in which case such representation or warranty shall have been accurate in all material respects as of such date), (iii) each representation and warranty in <omitted> the first sentence of Section 3.2(d) shall be accurate in all but de minimis respects as of the date hereof and as of the Closing as if made as of the Closing (except to the extent any such representation or warranty expressly speaks as of the date hereof or any other specific date, in which case such representation or warranty shall have been accurate in all but de minimis respects as of such date) and (iv) each representation and warranty in Section 3.6(b) shall be accurate in all respects as of the date hereof and as of the Closing as if made as of the Closing (except to the extent any such representation or warranty expressly speaks as of the date hereof or any other specific date, in which case such representation or warranty shall have been accurate in all respects as of such date). (Page 31)

Section 3.1 Organization; Good Standing; Corporate Power; Company Subsidiaries.
<omitted>

Section 3.2 Company Capitalization.

<omitted> (e) The Company owns of record or Beneficially Owns all of the outstanding Equity Securities in each Company Subsidiary, and all of the outstanding Equity Securities in each Company Subsidiary are owned of record by a Company Entity, in each case, free and clear of any Lien thereon(other than Permitted Liens). <omitted>

Section 3.3 Authority; Execution and Delivery; Enforceability; State Takeover Statutes; No Rights Plan.
<omitted>

Section 3.6 Absence of Certain Changes or Events.
<omitted>

Section 3.22 Broker's Fees.
<omitted>

Section 6.2        Conditions to Obligations of Parent and Merger Sub. <omitted>
(ii) each representation and warranty in Section 3.1(a), Section 3.3 and Section 3.22 shall be accurate in all material respects 
<omitted> 
(iii) each representation and warranty in <omitted> the first sentence of Section 3.2(d) shall be accurate in all but de minimis respects <omitted>
 and (iv) each representation and warranty in Section 3.6(b) shall be accurate in all respects (Page 31)

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