SECTION 7.02. 
Conditions to Obligations of Parent and Merger Sub.
The obligations of Parent and Merger Sub to effect the
Merger are further subject to the satisfaction (or waiver by 
Parent and Merger Sub) on or prior to the Closing Date of the following conditions:
<omitted>
(a) Representations and Warranties of the Company.
 The representations and warranties of the Company
<omitted>

(iv) set forth in Article III other than those specified in the foregoing clauses (i), (ii) and (iii) shall be true and correct (for purposes of determining the satisfaction of this condition, without regard to any “materiality”, “Company Material Adverse Effect” or similar qualifications and exceptions contained therein) as of the Closing Date as though made at and as of such date (except to the extent such representation and warranty expressly relates to a specified date (in which case at and as of such specified date)), other than for such failures to be true and correct that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Page 77)

SECTION 7.02. 
Conditions to Obligations of Parent and Merger Sub.

<omitted>

 The representations and warranties of the Company
<omitted>

(iv) set forth in Article III other than those specified in the foregoing clauses (i), (ii) and (iii) shall be true and correct <omitted> other than for such failures to be true and correct that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Page 77)

SECTION 7.02. 
Conditions to Obligations of Parent and Merger Sub.
The obligations of Parent and Merger Sub to effect the
Merger are further subject to the satisfaction (or waiver by 
Parent and Merger Sub) on or prior to the Closing Date of the following conditions:
<omitted>
(a) Representations and Warranties of the Company.
 The representations and warranties of the Company
<omitted>

(ii) set forth in Section 3.02(a) through (d) (Capital Structure) shall be true and correct, as of the Closing Date as though made at and as of such date, except for any de minimis inaccuracies; (Page 77)

SECTION 7.02. 
Conditions to Obligations of Parent and Merger Sub.

<omitted>

 The representations and warranties of the Company
<omitted>

(ii) set forth in Section 3.02(a) through (d) (Capital Structure) shall be true and correct, as of the Closing Date as though made at and as of such date, except for any de minimis inaccuracies; (Page 77)

SECTION 3.04. Authority; Execution and Delivery; Enforceability.
<omitted>
(b) 
The Company Board at a meeting duly called and held, duly and 
unanimously adopted resolutions (i) determining that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the Transactions, including the Merger, in each case on the terms and subject to the conditions set forth in this Agreement 
<omitted>

(c) 
No state takeover statute, “business combination”, “control share acquisition”, “fair price”, “moratorium”, “interested
stockholder”, 
“affiliate transaction” or similar Law, and no analogous provision in 
the Company Charter or the Company Bylaws, applies to
the Company with respect to this Agreement, the Merger or any other Transaction.

<omitted>

There is no stockholder rights plan, “poison pill” antitakeover plan or 
similar device in effect to which the Company is subject, party or 
otherwise bound. 

<omitted>

SECTION 7.02. Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver by Parent and Merger Sub) on or prior to the Closing Date of the following conditions:   <omitted>


(a) Representations and Warranties of the Company. The representations and warranties of the Company (i) set forth in Section 3.07(a) (Absence of Certain Changes or Events) shall be true and correct as of the Closing Date as though made at and as of such date; (ii) set forth in Section 3.02(a) through (d) (Capital Structure) shall be true and correct, as of the Closing Date as though made at and as of such date, except for any de minimis inaccuracies; (iii) set forth in Section 3.01(a) (Organization, Standing and Power), Section 3.04 (Authority; Execution and Delivery; Enforceability), Section 3.05(a)(i)(x) (No Conflicts), and Section 3.21 (Brokers and Other Advisors) and Section 3.22 (Opinions of Financial Advisors) shall be true and correct in all material respects as of the Closing Date as though made at and as of such date (except to the extent such representation and warranty expressly relates to a specified date (in which case at and as of such specified date)) (Pages 76-77)

SECTION 3.04. Authority; Execution and Delivery; Enforceability.
<omitted>
(b) 
The Company Board at a meeting duly called and held, duly and 
unanimously adopted resolutions <omitted> (ii) approving and declaring advisable this Agreement and the Transactions, including the Merger, in each case on the terms and subject to the conditions set forth in this Agreement 
<omitted>
(c) 
No state takeover statute, “business combination”, “control share acquisition”, “fair price”, “moratorium”, “interested
stockholder”, 
“affiliate transaction” or similar Law, and no analogous provision in 
the Company Charter or the Company Bylaws, applies to
the Company with respect to this Agreement, the Merger or any other Transaction.

<omitted>

There is no stockholder rights plan, “poison pill” antitakeover plan or 
similar device in effect to which the Company is subject, party or 
otherwise bound. 

<omitted>


SECTION 7.02. Conditions to Obligations of Parent and Merger Sub. 

<omitted>

The representations and warranties of the Company (i) set forth in Section 3.07(a) (Absence of Certain Changes or Events) shall be true and correct <omitted> (ii) set forth in Section 3.02(a) through (d) (Capital Structure) shall be true and correct, <omitted> except for any de minimis inaccuracies; (iii) set forth in Section 3.01(a) (Organization, Standing and Power), Section 3.04 (Authority; Execution and Delivery; Enforceability), Section 3.05(a)(i)(x) (No Conflicts), and Section 3.21 (Brokers and Other Advisors) and Section 3.22 (Opinions of Financial Advisors) shall be true and correct in all material respects (Pages 76-77)

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