Section 8.02       Conditions to the 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 each of Parent and Merger Sub, if permissible under Applicable Law), at or prior to the Closing, of the following further conditions: (a) Representations and Warranties. <omitted> 
(ii)              Each of the representations and warranties made by the Company in this Agreement other than the Company Fundamental Representations (without giving effect to any references to any “Company Material Adverse Effect” or other “materiality” qualifications) shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made as and on the Closing Date, in each case, (A) except for representations and warranties that speak as of a particular date, which shall be true and correct in all respects as of such date, and (B) except where the failure to be so true and correct has not had and would not reasonably be expected to have a Company Material Adverse Effect. (Page 35)

Section 8.02       Conditions to the Obligations of Parent and Merger Sub. <omitted> 
Each of the representations and warranties made by the Company in this Agreement <omitted> shall be true and correct in all respects <omitted>  (B) except where the failure to be so true and correct has not had and would not reasonably be expected to have a Company Material Adverse Effect. (Page 35)

Section 4.05       Capitalization; Subsidiaries. <omitted> 
Section 8.02       Conditions to the 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 each of Parent and Merger Sub, if permissible under Applicable Law), at or prior to the Closing, of the following further conditions: (a) Representations and Warranties.
(i)                 Each of the representations and warranties made by the Company in Section <omitted> 4.05(a) <omitted> (collectively, the “Company Fundamental Representations”) shall be true and correct, in all material respects, as of the date hereof and as of the Closing Date as if made as and on the Closing Date, except for representations and warranties that speak as of a particular date, which shall be true and correct in all respects as of such date; and (Page 35)

Section 4.05       Capitalization; Subsidiaries. <omitted> 
Section 8.02       Conditions to the Obligations of Parent and Merger Sub. <omitted> 
(i)                 Each of the representations and warranties made by the Company in Section <omitted> 4.05(a) <omitted> shall be true and correct, in all material respects (Page 35)

Section 4.01       Corporate Existence and Power. <omitted> 
Section 4.02       Corporate Authorization. <omitted> (a) <omitted>
This Agreement has been duly and validly executed and delivered by the Company, and assuming the due authorization, execution and delivery by Parent and Merger Sub of this Agreement, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).
<omitted>
(b) The Company Board has duly adopted resolutions (i) determining 
that this Agreement and the Transactions are fair to, advisable and in the best interests of the Company and the Company’s 
stockholders, (ii) approving this Agreement and the Transaction
<omitted>

Section 4.20       No Brokers. <omitted> 
Section 8.02       Conditions to the 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 each of Parent and Merger Sub, if permissible under Applicable Law), at or prior to the Closing, of the following further conditions: (a) Representations and Warranties. 
(i)                 Each of the representations and warranties made by the Company in Sections 4.01(a), 4.02, <omitted> and 4.20 (collectively, the “Company Fundamental Representations”) shall be true and correct, in all material respects, as of the date hereof and as of the Closing Date as if made as and on the Closing Date, except for representations and warranties that speak as of a particular date, which shall be true and correct in all respects as of such date; and (Page 35)

Section 4.01       Corporate Existence and Power. <omitted> 
Section 4.02       Corporate Authorization. <omitted> (a) <omitted>
This Agreement <omitted> constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, 
<omitted>
(b) The Company Board has duly adopted resolutions <omitted> (ii) approving this Agreement and the Transaction
<omitted>

Section 4.20       No Brokers. <omitted> 
Section 8.02       Conditions to the Obligations of Parent and Merger Sub. <omitted> (a) Representations and Warranties. 
(i)                 Each of the representations and warranties made by the Company in Sections 4.01(a), 4.02, <omitted> and 4.20 (collectively, the “Company Fundamental Representations”) shall be true and correct, in all material respects, as of the date hereof and as of the Closing Date as if made as and on the Closing Date, except for representations and warranties that speak as of a particular date, which shall be true and correct in all respects as of such date; and (Page 35)

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