Section 6.3    Conditions to the Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time of the following conditions: (a)    Representations and Warranties.<omitted> (iii)    the other representations and warranties of the Company set forth in Article III shall be true and correct as of the date of this Agreement and as of the Closing Date as though made as of the Closing (except to the extent that any such representation and warranty speaks as of a particular date, in which case as of such earlier date), except for inaccuracies of representations and warranties the circumstances giving rise to which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, all materiality, “Material Adverse Effect” and similar qualifiers set forth in such representations and warranties shall be disregarded). (Page 61)

Section 6.3    Conditions to the Obligations of Parent and Merger Sub. <omitted> (iii)    the other representations and warranties of the Company set forth in Article III shall be true and correct <omitted> except for inaccuracies of representations and warranties the circumstances giving rise to which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (Page 61)

Section 3.2     Capital Stock. <omitted> Section 3.8     Absence of Certain Changes or Events. <omitted> Section 6.3    Conditions to the Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time of the following conditions: (a)    Representations and Warranties <omitted> (i)    the representations and warranties of the Company set forth in Section 3.2(a), Section 3.2(b) and Section 3.8(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made as of the Closing (except to the extent that any such representation and warranty speaks as of a particular date, in which case as of such earlier date) except for de minimis inaccuracies with respect to Section 3.2(a) and Section 3.2(b); (Page 61)

Section 3.2     Capital Stock. <omitted> Section 6.3    Conditions to the Obligations of Parent and Merger Sub. <omitted> (i)    the representations and warranties of the Company set forth in Section 3.2(a), Section 3.2(b) <omitted> shall be true and correct in all respects <omitted> except for de minimis inaccuracies (Page 61)

Section 3.2     Capital Stock. <omitted> 
(d) 
Each of the outstanding shares of capital stock of each of the 
Company’s Subsidiaries is duly authorized, validly issued, fully paid
and nonassessable and all such shares are owned by the Company or another wholly-owned Subsidiary of the Company as set forth on 
Section 3.2(d)(i) of the Company Disclosure Letter and except as set forth on Section 3.2(d)(ii) of the Company Disclosure Letter are owned free and clear of all security interests, liens, claims, pledges, agreements, limitations on voting rights, charges or other encumbrances (collectively, “Liens”) of
any nature whatsoever, except for liens under applicable securities Laws.
<omitted>
Section 3.3     Authority. 

<omitted> This Agreement has been duly executed and
delivered by the Company 
and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding
obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws 
affecting the enforcement of creditors’ rights generally or by
general principles of equity)

<omitted>

As of the date hereof, the Company Board, acting 
on the unanimous recommendation of the Special Committee,
unanimously adopted resolutions (a) determining that the terms of this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders generally, (b) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Merger

<omitted> 
Section 3.8     Absence of Certain Changes or Events. . 
Except in connection with the Merger and the other transactions 
contemplated
hereby, since the date of the Company Balance Sheet through 
the date of this Agreement, (a) the businesses of the Company and its 
Subsidiaries
have been conducted in the ordinary course of business 
consistent with past practice in all material respects and (b) there has 
not been any event,
change, occurrence or effect that would, 
individually or in the aggregate, reasonably be expected to have a 
Material Adverse Effect <omitted> 
Section 3.21     Brokers. <omitted> Section 3.22     Opinion of Financial Advisor.
 <omitted> Section 6.3    Conditions to the Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time of the following conditions: (a)    Representations and Warranties.<omitted> (ii)    the representations and warranties of the Company set forth in Section 3.2(c), Section 3.2(d), Section 3.2(e), Section 3.3(a), Section 3.8(c), Section 3.21 and Section 3.22 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 as of the Closing (except to the extent that any such representation and warranty speaks as of a particular date, in which case as of such earlier date) (Page 61)

Section 3.2     Capital Stock. <omitted> 
(d) 
Each of the outstanding shares of capital stock of each of the 
Company’s Subsidiaries is duly authorized, validly issued, fully paid
and nonassessable and all such shares are owned by the Company or another wholly-owned Subsidiary of the Company 
<omitted>
Section 3.3     Authority. 

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

<omitted>

As of the date hereof, the Company Board, acting 
on the unanimous recommendation of the Special Committee,
unanimously adopted resolutions <omitted> (b) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Merger

<omitted> 
Section 3.8     Absence of Certain Changes or Events. . 
Except in connection with the Merger and the other transactions 
contemplated
hereby, since the date of the Company Balance Sheet through 
the date of this Agreement, <omitted> (b) there has 
not been any event,
change, occurrence or effect that would, 
individually or in the aggregate, reasonably be expected to have a 
Material Adverse Effect <omitted> 

Section 3.21     Brokers. <omitted> Section 3.22     Opinion of Financial Advisor.
<omitted>
 Section 6.3    Conditions to the Obligations of Parent and Merger Sub. <omitted> (ii)    the representations and warranties of the Company set forth in Section 3.2(c), Section 3.2(d), Section 3.2(e), Section 3.3(a), Section 3.8(c), Section 3.21 and Section 3.22 shall be true and correct in all material respects (Page 61)

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