Parent SEC Report Date has the meaning set forth in the introductory paragraph of Article 5.
Parent SEC Reports has the meaning set forth in Section 4.5(a).
Parent SEC Documents has the meaning set forth in Section 4.6(a).
Buyer SEC Documents shall have the meaning set forth in Section 4.10(a).
Buyer SEC Reports has the meaning set forth in Section 4.6.
Company SEC Reports shall have the meaning set forth in Section 3.8(a).
Company SEC Documents shall have the meaning set forth in Section 4.7(a).
SEC Off-Balance Sheet Rules means the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements, Securities Act Release No. 33-8182, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts. 228, 229 and 249).
Parent Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Company.
Parent Disclosure Letter means the disclosure letter delivered by Parent to the Company in connection with, and upon the execution of, this Agreement.
Reference Balance Sheet Date is defined in Section 3.5.
SEC Reports shall have the meaning ascribed to such term in Section 3.1(h).
Company Balance Sheet Date means December 31, 2014.
SEC Documents shall have the meaning specified in Section 4.5.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Interim Balance Sheet Date has the meaning set forth in Section 3.06.
CMSA Financial File means a report substantially in the form of, and containing the information called for in, the downloadable form of the "Financial File" available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally.
Closing Financial Statements has the meaning set forth in Section 6.22.
Parent Reports has the meaning set forth in Section 4.5(a).
Disclosure Time means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.
Parent RSU means each restricted stock unit representing the right to vest in and be issued shares of Parent Common Stock by Parent, whether granted by Parent pursuant to a Parent Equity Plan, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.
Parent Financial Statements has the meaning set forth in Section 4.6(a).
Parent Balance Sheet Date shall have the meaning assigned to it in Section 5.13 hereof.
Balance Sheet Date has the meaning set forth in Section 3.06.
Parent Equity Plans means all employee and director equity incentive plans of Parent and agreements for equity awards in respect of Parent Common Stock granted under the inducement grant exception.
Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.
Disclosure Letter means the disclosure letter dated the date of this Agreement and delivered by the Vendor to the Purchaser with this Agreement.