7.3    Conditions to the Obligations of the Parent and the Merger Sub. The obligation of the Parent and the Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by the Parent (on behalf of the Parent and the Merger Sub), on or prior to the Closing Date of the following conditions: 

(a)    <omitted> (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (other than any such representation or warranty that is made as of a specific date, which need only be true and correct as of such date), except where the failure of such representations or warranties to be true and   <omitted>


correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties) is not reasonably likely to have a Company Material Adverse Effect; (Pages 48-49)

7.3    Conditions to the Obligations of the Parent and the Merger Sub. 
 <omitted>

(a)   <omitted> (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct <omitted> except where the failure of such representations or warranties to be true and   <omitted>


correct <omitted> is not reasonably likely to have a Company Material Adverse Effect; (Pages 48-49)

3.2    Capitalization.  <omitted>

7.3    Conditions to the Obligations of the Parent and the Merger Sub. The obligation of the Parent and the Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by the Parent (on behalf of the Parent and the Merger Sub), on or prior to the Closing Date of the following conditions: 

(a) <omitted> (ii) the representations and warranties of the Company contained in Sections 3.2(a), the first sentence of 3.2(b) and 3.2(c) shall be true and correct in all respects as of the Closing Date, as though made on and as of the Closing Date (other than any such representation or warranty that is made as of a specific date, which need only be true and correct in all material respects as of such date), except for any de minimis exceptions; (Page 48)

3.2    Capitalization.  <omitted>

7.3    Conditions to the Obligations of the Parent and the Merger Sub. 
<omitted>
(a)    <omitted> (ii) the representations and warranties of the Company contained in Sections 3.2(a), the first sentence of 3.2(b) and 3.2(c) shall be true and correct in all respects as of the Closing Date, as though made on and as of the Closing Date (other than any such representation or warranty that is made as of a specific date, which need only be true and correct in all material respects as of such date), except for any de minimis exceptions; (Page 48)

3.1    Organization, Standing and Power. <omitted>
3.2    Capitalization.  <omitted> 
(d) <omitted> Except as contemplated 
by this
Agreement or described in Section 3.2(a) or Section 3.2(b) of 
the Company Disclosure Schedule, and except to the extent arising pursuant to
applicable state takeover or similar laws, there are no registration 
rights, and there is no rights agreement, “poison pill” anti-takeover 
plan or
other similar agreement to which the Company or any of its Subsidiaries is a party or by which it 
or they are bound with respect to any equity
security of any class of 
the Company
<omitted>

3.4    Authority; No Conflict; Required Filings and Consents. <omitted>
 The Company Board, at a meeting duly called and held, by the vote of all directors, duly adopted resolutions (i) determining and declaring that it is in the best interests of the Company and the stockholders of the Company that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth herein, (ii) approving and declaring the advisability of this Agreement, the Merger and the other transactions contemplated by this Agreement, <omitted>
This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the Parent and the Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, <omitted>
3.7    Absence of Certain Changes or Events.  <omitted>
3.19    Opinion of Financial Advisor. <omitted>
3.21    Brokers. <omitted>

7.3    Conditions to the Obligations of the Parent and the Merger Sub. The obligation of the Parent and the Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by the Parent (on behalf of the Parent and the Merger Sub), on or prior to the Closing Date of the following conditions: 

(a)    (i) the representations and warranties of the Company contained in Section 3.7(a) shall be true and correct in all respects as of the Closing Date, as though made on and as of the Closing Date; (ii) the representations and warranties of the Company contained in Sections 3.2(a), the first sentence of 3.2(b) and 3.2(c) shall be true and correct in all respects as of the Closing Date, as though made on and as of the Closing Date (other than any such representation or warranty that is made as of a specific date, which need only be true and correct in all material respects as of such date), except for any de minimis exceptions; (iii) the representations and warranties of the Company contained in Sections 3.1(a), 3.2(d), 3.2(e), 3.2(f), 3.4(a), 3.19 and 3.21 shall be true and correct in all material respects as of the Closing Date, as though made on and as of the Closing Date (other than any such representation or warranty that is made as of a specific date, which need only be true and correct in all material respects as of such date); and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (other than any such representation or warranty that is made as of a specific date, which need only be true and correct as of such date), except where the failure of such representations or warranties to be true and   44


correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties) is not reasonably likely to have a Company Material Adverse Effect; (Pages 48-49)

3.1    Organization, Standing and Power. <omitted>
3.2    Capitalization.  <omitted>
(d) <omitted> Except as contemplated 
by this
Agreement or described in Section 3.2(a) or Section 3.2(b) of 
the Company Disclosure Schedule, and except to the extent arising pursuant to
applicable state takeover or similar laws, there are no registration 
rights, and there is no rights agreement, “poison pill” anti-takeover 
plan or
other similar agreement to which the Company or any of its Subsidiaries is a party or by which it 
or they are bound with respect to any equity
security of any class of 
the Company
<omitted>
3.4    Authority; No Conflict; Required Filings and Consents. <omitted>
 The Company Board, at a meeting duly called and held, by the vote of all directors, duly adopted resolutions <omitted> (ii) approving and declaring the advisability of this Agreement, the Merger and the other transactions contemplated by this Agreement, <omitted>
This Agreement <omitted> constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, <omitted>
3.7    Absence of Certain Changes or Events.  <omitted>
3.19    Opinion of Financial Advisor. <omitted>
3.21    Brokers. <omitted>

7.3    Conditions to the Obligations of the Parent and the Merger Sub.  <omitted>

(a)    (i) the representations and warranties of the Company contained in Section 3.7(a) shall be true and correct in all respects <omitted> (iii) the representations and warranties of the Company contained in Sections 3.1(a), 3.2(d), 3.2(e), 3.2(f), 3.4(a), 3.19 and 3.21 shall be true and correct in all material respects (Pages 48-49)

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