RMI SEC Reports means all filings made by RMI with the SEC, including those that RMI may file after the date of this Agreement until the Closing Date.
SEC Reports shall have the meaning ascribed to such term in Section 3.1(h).
Company SEC Reports shall have the meaning set forth in Section 3.8(a).
Buyer SEC Reports has the meaning set forth in Section 4.6.
SEC Documents shall have the meaning specified in Section 4.5.
SEC Filings has the meaning set forth in Section 4.6.
Company SEC Documents shall have the meaning set forth in Section 4.7(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.
Buyer SEC Documents shall have the meaning set forth in Section 4.10(a).
Parent SEC Reports has the meaning set forth in Section 4.5(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.
Parent Reports has the meaning set forth in Section 4.5(a).
Company Reports has the meaning set forth in Section 3.08(a).
Parent SEC Documents has the meaning set forth in Section 4.6(a).
RBC report means the report required by K.S.A. 40-2c02, and amendments thereto.
Company Filings means all documents publicly filed by or on behalf of the Company on SEDAR since January 1, 2020.
Disclosure Materials has the meaning set forth in Section 3.1(h).
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.
Company Financial Statements has the meaning set forth in Section 3.6(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.
Periodic Reports means the Company’s (i) Annual Report on Form 10-K for the fiscal year ending December 31, 2024, (ii) any current report to be filed on Form 10-Q for each calendar quarter in 2023 and beyond, and (iii) all other reports required to be filed by the Company with the Commission under applicable laws and regulations (including, without limitation, Regulation S-K) for so long as any amounts are outstanding under this Debenture or any Other Debenture; provided that all such Periodic Reports shall include, when filed, all information, financial statements, audit reports (when applicable) and other information required to be included in such Periodic Reports in compliance with all applicable laws and regulations.
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;
Target Financial Statements has the meaning set forth in Section 3.4.
Parent Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Company.
Required Financial Statements has the meaning assigned to such term in Section 5.04(2).
Buyer Financial Statements shall have the meaning set forth in Section 4.6.
Parent Disclosure Letter means the disclosure letter delivered by Parent to the Company in connection with, and upon the execution of, this Agreement.