7 . 2      Conditions to Obligations of BancorpSouth.   The obligation of BancorpSouth to effect the Merger is also subject to the satisfaction, or waiver by BancorpSouth, at or prior to the Effective Time, of the following conditions: -69-
(a) Representations and Warranties.
<omitted>
All other representations and warranties of Cadence set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article III) 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 (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect on Cadence or the Surviving Entity. BancorpSouth shall have received a certificate dated as of the Closing Date and signed on behalf of Cadence by the Chief Executive Officer or the Chief Financial Officer of Cadence to the foregoing effect. (Page 79)

7 . 2      Conditions to Obligations of BancorpSouth. <omitted>
(a) Representations and Warranties.
<omitted>
All other representations and warranties of Cadence set forth in this Agreement <omitted> shall be true and correct in all respects <omitted> ; provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct <omitted> has had or would reasonably be expected to have a Material Adverse Effect (Page 79)

3.2            
Capitalization.
<omitted>
7 . 2      Conditions to Obligations of BancorpSouth.   The obligation of BancorpSouth to effect the Merger is also subject to the satisfaction, or waiver by BancorpSouth, at or prior to the Effective Time, of the following conditions: <omitted>
(a)      Representations and Warranties . The representations and warranties of Cadence set forth in Section 3.2(a) and Section 3.8(a) (in each case, after giving effect to the lead-in to Article III) shall be true and correct (other than, in the case of Section 3.2(a), such failures to be true and correct as are de minimis), in each case, 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 such representations and warranties speak as of an earlier date, in which case as of such earlier date), and the representations and warranties of Cadence set forth in Section 3.1(a), Section 3.1(b) (but only with respect to Cadence Bank), Section 3.2(b) (but only with respect to Cadence Bank), Section 3.3(a) and Section 3.7 (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article III) 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 such representations and warranties speak as of an earlier date, in which case as of such earlier date). (Pages 78-79)

3.2            
Capitalization.
<omitted>
7 . 2      Conditions to Obligations of BancorpSouth. <omitted>
(a)      Representations and Warranties . The representations and warranties of Cadence set forth in Section 3.2(a) <omitted> (in each case, after giving effect to the lead-in to Article III) shall be true and correct (other than, in the case of Section 3.2(a), such failures to be true and correct as are de minimis) (Pages 78-79)

3.1           Corporate Organization.

<omitted>

3.2 Capitalization.

<omitted>

(b)          Except 
as would not, either individually or in the aggregate, reasonably be 
expected to have a Material Adverse Effect on Cadence,
Cadence owns, directly or indirectly, all the issued and outstanding 
shares of capital stock or other equity ownership interests of each of 
the Cadence Subsidiaries,
free and clear of any liens, claims, title 
defects, mortgages, pledges, charges, and 
security interests whatsoever, and any other encumbrances securing a payment or the performance of an obligation (collectively, “Liens”), and all of such shares or equity ownership interests are duly 
authorized and validly issued and are fully paid, nonassessable (except, with respect to Subsidiaries that are depository institutions, as provided under any provision of applicable state law comparable to 12 U.S.C. § 55) and free of preemptive rights, with no personal liability attaching to the ownership thereof.


3.3           Authority; No Violation.

(a)          Cadence has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other 
actions described below, to consummate the transactions contemplated hereby. 

The execution and delivery of this Agreement and the consummation of the Merger have been  duly  and  validly  approved  by  the Board  of  Directors  of  Cadence.  

<omitted>

This  Agreement  has been  duly  and  validly  executed  and  delivered by  Cadence  and  (assuming  due  authorization,  execution  and  delivery by BancorpSouth)  constitutes  a  valid  and  binding  obligation  of  Cadence, enforceable  against  Cadence  in  accordance  with  its  terms  (except  in  all cases  as  such enforceability  may  be limited  by  bankruptcy,  insolvency,  moratorium,  reorganization  or similar  laws  of  general  applicability  affecting  the  rights  of  creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)).
<omitted>

3.7        Broker’s Fees.
<omitted>
3.8        Absence of Certain Changes or Events.
<omitted>



7 . 2      Conditions to Obligations of BancorpSouth.   The obligation of BancorpSouth to effect the Merger is also subject to the satisfaction, or waiver by BancorpSouth, at or prior to the Effective Time, of the following conditions: -69-
(a)      Representations and Warranties . The representations and warranties of Cadence set forth in Section 3.2(a) and Section 3.8(a) (in each case, after giving effect to the lead-in to Article III) shall be true and correct (other than, in the case of Section 3.2(a), such failures to be true and correct as are de minimis), in each case, 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 such representations and warranties speak as of an earlier date, in which case as of such earlier date), and the representations and warranties of Cadence set forth in Section 3.1(a), Section 3.1(b) (but only with respect to Cadence Bank), Section 3.2(b) (but only with respect to Cadence Bank), Section 3.3(a) and Section 3.7 (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article III) 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 such representations and warranties speak as of an earlier date, in which case as of such earlier date). (Page 79)

3.1           Corporate Organization.

<omitted>

3.2 Capitalization.

<omitted>

(b)          <omitted>
Cadence owns, directly or indirectly, all the issued and outstanding 
shares of capital stock or other equity ownership interests of each of 
the Cadence Subsidiaries,

<omitted>


3.3           Authority; No Violation.

(a)          Cadence has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other 
actions described below, to consummate the transactions contemplated hereby. 

The execution and delivery of this Agreement and the consummation of the Merger have been  duly  and  validly  approved  by  the Board  of  Directors  of  Cadence.  

<omitted>

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

<omitted>

3.7        Broker’s Fees.
<omitted>
3.8        Absence of Certain Changes or Events.
<omitted>

7 . 2      Conditions to Obligations of BancorpSouth. <omitted>

(a)      Representations and Warranties . The representations and warranties of Cadence set forth in Section 3.2(a) and Section 3.8(a) (in each case, after giving effect to the lead-in to Article III) shall be true and correct (other than, in the case of Section 3.2(a), such failures to be true and correct as are de minimis), <omitted> and the representations and warranties of Cadence set forth in Section 3.1(a), Section 3.1(b) <omitted> , Section 3.2(b) <omitted> , Section 3.3(a) and Section 3.7 <omitted> shall be true and correct in all material respects (Page 79)

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