{'index': 1, 'text': 'Notwithstanding any other provisions of the Offer, but subject to compliance with Section 1.1 of that certain Agreement and Plan of Merger, dated as of July 23, 2002 (the “Agreement”) by and among Synopsys, Inc., a Delaware corporation (“Parent”), Ferrite Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and inSilicon Corporation, a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights of Merger Sub to extend and amend the Offer at any time in its sole discretion (subject to the terms and conditions of the Agreement), Merger Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to the obligation of Merger Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any tendered Company Shares if by the expiration of the Offer (as it may be extended pursuant to Section 1.1(c) of the Agreement) (i) any applicable waiting period under the HSR Act has not expired or terminated, (ii) the Minimum Condition has not been satisfied, (iii) all necessary action has not been taken so that, effective as of immediately prior to the Appointment Time, no shares of Company Exchangeable Preferred Stock will be issuable or outstanding, (iv) any and all of the agreements listed on Schedule I to this Annex A have not been terminated, effective as of the Appointment Time'}
Instruction: Read the segment of a merger agreement and answer the multiple-choice question by choosing the option that best characterizes the agreement.
Question: How accurate must the capitalization representations and warranties be according to the bring down provision?
Option A: Accurate in all material respects
Option B: Accurate in all respects
Option C: Accurate in all respects with below-threshold carveout
Option D: Accurate in all respects with de minimis exception

Merger Agreement: Conditions to the Offer   Notwithstanding any other term of the Offer or this Agreement to the contrary, Merger Sub will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Merger Sub’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares tendered pursuant to the Offer, and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, the payment for, any tendered Shares, and (subject to the  provisions of this Agreement) may terminate the Offer and not accept for payment any tendered Shares, at any scheduled Expiration Date (as it may have been extended pursuant to Section 2.1 of this Agreement) if <omitted> (ii) any of the additional conditions set forth below are not satisfied or waived in writing by Parent at the Expiration Time:  <omitted> (d) Representations and Warranties. Each of the representations and warranties set forth in: <omitted> (iv) this Agreement (other than those set forth in the foregoing clauses (i), (ii) and (iii) of this clause (d) of Annex I), without giving effect to any “materiality” or “Material Adverse Effect” qualifiers or qualifiers of similar import set forth therein, shall be true and correct as of the consummation of the Offer as though made as of the consummation of the Offer (Page 107)
Answer: D

Merger Agreement: {{text}}
Answer:
Instruction: Read the segment of a merger agreement and answer the multiple-choice question by choosing the option that best characterizes the agreement.
Question: How accurate must the capitalization representations and warranties be according to the bring down provision?
Option A: Accurate in all material respects
Option B: Accurate in all respects
Option C: Accurate in all respects with below-threshold carveout
Option D: Accurate in all respects with de minimis exception
Merger Agreement: Notwithstanding any other provisions of the Offer, but subject to compliance with Section 1.1 of that certain Agreement and Plan of Merger, dated as of July 23, 2002 (the “Agreement”) by and among Synopsys, Inc., a Delaware corporation (“Parent”), Ferrite Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and inSilicon Corporation, a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights of Merger Sub to extend and amend the Offer at any time in its sole discretion (subject to the terms and conditions of the Agreement), Merger Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to the obligation of Merger Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any tendered Company Shares if by the expiration of the Offer (as it may be extended pursuant to Section 1.1(c) of the Agreement) (i) any applicable waiting period under the HSR Act has not expired or terminated, (ii) the Minimum Condition has not been satisfied, (iii) all necessary action has not been taken so that, effective as of immediately prior to the Appointment Time, no shares of Company Exchangeable Preferred Stock will be issuable or outstanding, (iv) any and all of the agreements listed on Schedule I to this Annex A have not been terminated, effective as of the Appointment Time
Answer: