Section 2.1    Corporate Organization. <omitted> 
Section 2.2    Capitalization. <omitted> (d) Section 2.2(d) of the Company Disclosure Schedule lists all of the Subsidiaries of the Company and, for each such Subsidiary, its state of formation or incorporation, form of organization, each jurisdiction in which such Subsidiary is qualified or licensed to do business and each holder of (and the percentage held by each such holder of) the outstanding capital stock of, or equity interests or other securities in, each such Subsidiary. <omitted> 
Section 2.3    Corporate Power and Authorization. (a)    The Company has all necessary corporate power and authority to execute and deliver the Merger Agreement, to carry out its obligations under the Merger Agreement and, subject only to the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (collectively, the “Company Shareholder Approval”), to consummate the Merger and the other transactions contemplated hereby. <omitted> The Merger Agreement <omitted> constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms <omitted>  (b)    The Company’s Board of Directors, at a meeting duly called and held or in a written consent in lieu thereof (as applicable),has adopted resolutions (i) declaring it advisable for the Company to enter into this Agreement, (ii) approving the execution, delivery andperformance of this Agreement, and the consummation of the Merger and the other transactions contemplated hereby, (iii) directing that theadoption of this Agreement be submitted to the holders of Company Common Stock for consideration and (iv) recommending, subject to theability of the Company’s Board of Directors to make a Recommendation Withdrawal pursuant to and in accordance with Section 5.2(d), thatthe Company Shareholders approve this Agreement in accordance with the TBCA (such recommendation, the “Company BoardRecommendation”). 
Section 2.4    No Conflicts. <omitted> 
Section 2.21    Brokers and Finders’ Fees. <omitted> 

Section 6.2    Conditions to Parent and Merger Sub’s Obligation to Close. The respective obligations of Parent and Merger Sub to effect the Merger and the transactions contemplated hereby are subject to the satisfaction or, to the extent permitted by applicable Law, waiver by Parent on or prior to the Closing Date of the following conditions: 
(a)    Accuracy of Company Representations and Warranties. (i) The representations and warranties of the Company set forth in this Agreement (other than the representations and warranties of the Company set forth in the first sentence of Section 2.1 and set forth in Section 2.2, Section 2.3, Section 2.4(i), Section 2.4(ii) and Section 2.21) shall be true and correct in all respects (without giving effect to any materiality or Company Material Adverse Effect qualifier therein), as of the date of this Agreement and as of the Closing Date as though made on or as of such date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date), except to the extent that breaches thereof, individually and in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect; (ii) each of the representations and warranties of the Company set forth in the first sentence of Section 2.1 and set forth in Section 2.2(d), Section 2.3, Section 2.4(i), Section 2.4(ii) and Section 2.21 shall be true and correct in all material respects (without giving effect to any materiality or Company Material Adverse Effect qualifier therein), as of the date of this Agreement and as of the Closing Date as though made on or as of such date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date); and (iii) each of the Company Capitalization Representations shall be true and correct in all respects (other than de minimis deviations therefrom), as of the date of this Agreement and as of the Closing Date as though made on or as of such date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date). (Page 54)

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