SEC Reports shall have the meaning ascribed to such term in Section 3.1(h).
SEC Documents shall have the meaning specified in Section 4.5.
Company SEC Reports shall have the meaning set forth in Section 3.8(a).
Public Reports includes all reports filed by Company under the Act or the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two full fiscal years preceding the Effective Date and thereafter.
SEC Filings has the meaning set forth in Section 4.6.
Parent SEC Reports has the meaning set forth in Section 4.5(a).
Company SEC Documents shall have the meaning set forth in Section 4.7(a).
Buyer SEC Reports has the meaning set forth in Section 4.6.
RBC report means the report required by K.S.A. 40-2c02, and amendments thereto.
Most Recent Financial Statements has the meaning set forth in Section 4(g) below.
Company 10-K means the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2015.
Buyer SEC Documents shall have the meaning set forth in Section 4.10(a).
Public Filings means the reports, schedules, forms, statements and other documents filed by the Company or Bezeq with the SEC or the ISA, as applicable, and publically available at least two (2) Business Days prior to the date of this Agreement.
Disclosure Memorandum means the set of numbered schedules referencing Sections of this Agreement delivered by Seller and dated of even date herewith, as supplemented by new or amended schedules delivered by Seller prior to the Closing.
Disclosure Notice means a notice issued by or on behalf of the Company requiring disclosure of interests in shares pursuant to section 212 of the Act;
Parent Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Company.
disclosure date means either of the following:
Parent SEC Documents has the meaning set forth in Section 4.6(a).
Subsequent Disclosure Documents means any financial statements, management’s discussion and analysis, information circulars, annual information forms, material change reports (other than confidential material change reports), business acquisition reports or other documents issued by the Corporation after the Execution Time which are, or are deemed to be, pursuant to applicable Securities Laws, incorporated by reference into the Final Prospectuses or any Prospectus Amendment;
Disclosure Letter means the disclosure letter dated the date of this Agreement and delivered by the Vendor to the Purchaser with this Agreement.
Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith.
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 Disclosure Letter means the disclosure letter delivered by Parent to the Company in connection with, and upon the execution of, this Agreement.
Disclosure Schedule means the Disclosure Schedule, dated as of the date hereof, delivered to the Buyer by the Seller concurrently with the execution of this Agreement.
Company Financial Statements has the meaning set forth in Section 3.6(a).
Disclosure Letters means the Seller Disclosure Letter and the Buyer Disclosure Letter.