Section 7.3           Additional Parent Conditions to Closing.  The obligation of Parent and Merger Sub to consummate the Merger is further conditioned upon satisfaction (or waiver by Parent) at or prior to the Closing of each of the following: 

(a)          Representations and Warranties.  The representations and warranties of the Company contained in (i) this Agreement (other than those set forth in Section 4.1 (solely with respect to the Company), Section 4.2(a), Section 4.4, Section 4.8(a) and Section 4.22) are true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in any such representation or warranty) would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, (Page 84)

Section 7.3           Additional Parent Conditions to Closing.  <omitted>

The representations and warranties of the Company contained in (i) this Agreement (other than those set forth in Section 4.1 (solely with respect to the Company), Section 4.2(a), Section 4.4, Section 4.8(a) and Section 4.22) are true and correct <omitted> except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in any such representation or warranty) would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, (Page 84)

Section 4.2          Capital Structure. <omitted>


Section 7.3           Additional Parent Conditions to Closing. 
The obligation of Parent and Merger Sub to consummate the Merger is 
further conditioned upon satisfaction (or waiver by Parent) at or prior 
to the Closing of each of the following:

(a)          Representations and Warranties.  The representations and warranties of the Company contained in
<omitted>
(iii) Section 4.2(a) <omitted> are true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except for any immaterial inaccuracies (Page 84)

Section 4.2          Capital Structure. <omitted>

Section 7.3           Additional Parent Conditions to Closing. 
<omitted>
 The representations and warranties of the Company contained in <omitted>
(iii) Section 4.2(a) <omitted> are true and correct <omitted> except for any immaterial inaccuracies (Page 84)

Section 4.1          Organization, General Authority and Standing.

<omitted>
Section 4.2 Capital Structure.
<omitted>
Section 4.4          Authority; Execution and Delivery; Enforceability.
<omitted> (b)          The Company Board, at a meeting duly called and held, (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, the Company’s stockholders, (ii) adopted, approved and declared advisable this Agreement and the Transactions
<omitted>
Section 4.8          Absence of Certain Changes or Events.
<omitted>
Section 4.22        Brokers and Other Advisors. <omitted>

Section 7.3           Additional Parent Conditions to Closing.  The obligation of Parent and Merger Sub to consummate the Merger is further conditioned upon satisfaction (or waiver by Parent) at or prior to the Closing of each of the following: 

(a)          Representations and Warranties. The representations and warranties of the Company contained in
<omitted> 

(ii) Section 4.1 (solely with respect to the Company) and Section 4.4 are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) Section 4.2(a) and Section 4.22 are true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except for any immaterial inaccuracies and (iv) Section 4.8(a) are true and correct as of the date of this Agreement, as if made as of such time. (Page 84)

Section 4.1          Organization, General Authority and Standing.

<omitted>
Section 4.2 Capital Structure.
<omitted>
Section 4.4          Authority; Execution and Delivery; Enforceability.
<omitted> (b)          The Company Board, at a meeting duly called and held, <omitted> (ii) adopted, approved and declared advisable this Agreement and the Transactions
<omitted>
Section 4.8          Absence of Certain Changes or Events.
<omitted>
Section 4.22        Brokers and Other Advisors. <omitted>

Section 7.3           Additional Parent Conditions to Closing.  
<omitted>
The representations and warranties of the Company contained in
<omitted> 
(ii) Section 4.1 (solely with respect to the Company) and Section 4.4 are true and correct in all material respects <omitted> (iii) Section 4.2(a) and Section 4.22 are true and correct <omitted> except for any immaterial inaccuracies and (iv) Section 4.8(a) are true and correct (Page 84)

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