Section 6.2. Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction (or waiver in writing by Parent, if permissible under applicable Law) at or prior to the Effective Time of each 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 Closing Date as if made at such date (except to the extent such representations and warranties speak as of a specified date, in which case they need only be true and correct as of such specified date) interpreted without giving effect to the words “materially” or “material” or to any qualifications based on such terms or based on the term “Company Material Adverse Effect,” except where the failure of such representations and warranties to be true and correct, in the aggregate, does not constitute a Company Material Adverse Effect. (Page 68)

Section 6.2. Conditions to 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> interpreted without giving effect to the words “materially” or “material” or to any qualifications based on such terms or based on the term “Company Material Adverse Effect,” except where the failure of such representations and warranties to be true and correct, in the aggregate, does not constitute a Company Material Adverse Effect. (Page 68)

Section 6.2. Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction (or waiver in writing by Parent, if permissible under applicable Law) at or prior to the Effective Time of each of the following conditions: (a) Representations and Warranties. Each of (i) the representations and warranties of the Company set forth in Section 3.3(a), Section 3.3(b)(i)-(iii), Section 3.4(c) and Section 3.7(b) shall be true and correct as of the Closing Date as if made at such date (except to the extent such representations and warranties speak as of a specified date, in which case they need only be true and correct as of such specified date), except, in the case of Section 3.3(a) and Section 3.3(b)(i)-(iii), for inaccuracies that are de minimis; (Page 68)

Section 6.2. Conditions to Obligations of Parent and Merger Sub. <omitted> Each of (i) the representations and warranties of the Company set forth in Section 3.3(a), Section 3.3(b)(i)-(iii) <omitted> shall be true and correct <omitted> except, in the case of Section 3.3(a) and Section 3.3(b)(i)-(iii), for inaccuracies that are de minimis; (Page 68)

Section 3.1. Organization and Power. <omitted> 

Section 3.3. Capitalization. <omitted> (b) <omitted> as of the date hereof, there are no outstanding or reserved for issuance <omitted> (iv) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities <omitted> 

(c) No shares of capital stock of the Company are owned by any Subsidiary of the Company. <omitted>

Section 3.4. Authority. (a) <omitted> This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as limited by <omitted> (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (clauses (i) and (ii) collectively, the “Enforceability Exceptions”). <omitted>

 (b) The Company Board, at a meeting duly called and held, has (i) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, (iii) directed that the adoption of this Agreement be submitted to a vote of the stockholders of the Company and (iv) subject to Section 5.2, resolved to recommend adoption of this Agreement by the stockholders of the Company (the “Company Recommendation”),which resolutions, as of the date hereof, remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way. <omitted>


Section 3.7. Absence of Certain Changes or Events. <omitted>

Section 3.20. Brokers. <omitted>

Section 6.2. Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction (or waiver in writing by Parent, if permissible under applicable Law) at or prior to the Effective Time of each of the following conditions: (a) Representations and Warranties. Each of (i) the representations and warranties of the Company set forth in Section 3.3(a), Section 3.3(b)(i)-(iii), Section 3.4(c) and Section 3.7(b) shall be true and correct as of the Closing Date as if made at such date (except to the extent such representations and warranties speak as of a specified date, in which case they need only be true and correct as of such specified date), except, in the case of Section 3.3(a) and Section 3.3(b)(i)-(iii), for inaccuracies that are de minimis; (ii) the representations and warranties of the Company set forth in Section 3.1(a), Section 3.3(b)(iv), Section 3.3(c), Section 3.4(a), Section 3.4(b) and Section 3.20 shall be true and correct in all material respects as of the Closing Date as if made at such date (except to the extent such representations and warranties speak as of a specified date, in which case they need only be true and correct in all material respects as of such specified date); (Page 68)

Section 3.1. Organization and Power. <omitted> 

Section 3.3. Capitalization. <omitted> (b) <omitted> as of the date hereof, there are no outstanding or reserved for issuance <omitted> (iv) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities <omitted> 

(c) No shares of capital stock of the Company are owned by any Subsidiary of the Company. <omitted>

Section 3.4. Authority. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Stockholder Approval, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby. <omitted> This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as limited by <omitted> (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (clauses (i) and (ii) collectively, the “Enforceability Exceptions”). <omitted>

 (b) The Company Board, at a meeting duly called and held, has (i) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, (iii) directed that the adoption of this Agreement be submitted to a vote of the stockholders of the Company and (iv) subject to Section 5.2, resolved to recommend adoption of this Agreement by the stockholders of the Company (the “Company Recommendation”),which resolutions, as of the date hereof, remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way. <omitted>

Section 3.7. Absence of Certain Changes or Events. <omitted> 

Section 3.20. Brokers. <omitted>

Section 6.2. Conditions to Obligations of Parent and Merger Sub. <omitted> Each of (i) the representations and warranties of the Company set forth in <omitted> Section 3.4(c) and Section 3.7(b) shall be true and correct <omitted> (ii) the representations and warranties of the Company set forth in Section 3.1(a), Section 3.3(b)(iv), Section 3.3(c), Section 3.4(a), Section 3.4(b) and Section 3.20 shall be true and correct in all material respects (Page 68)

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