definiens: shall mean the period of fifteen ( 15 ) consecutive Business Days after the date hereof ( provided that ( x ) theMarketing Period shall not commence prior to the date the Proxy Statement is mailed to the stockholders of the Company, ( y ) November 23,2018 shall not be considered a Business Day and ( z ) if the Marketing Period has not ended prior to December 19, 2018, such period shall notbe deemed to have commenced until January 2, 2019 ) beginning on the date on which Parent shall have received all of the RequiredInformation from the Company . Notwithstanding anything in this definition to the contrary, the Marketing Period shall be deemed not to havecommenced if, after the date hereof and prior to the completion of such fifteen ( 15 ) consecutive Business Day period : ( i ) the Company’sindependent auditor shall have withdrawn its audit opinion with respect to any financial statements forming part of the Required Informationfor which they have provided an opinion, in which case the Marketing Period shall not be deemed to commence unless and until a newunqualified audit opinion is issued with respect to the financial statements of the Company for the applicable periods by the independentauditor or another nationally recognized independent public accounting firm reasonably acceptable to Parent or such withdrawn opinion isreinstated by the Company ’s independent auditors or ( ii ) the Company issues a public statement indicating its intent to restate any historicalfinancial statements of the Company, in which case the Marketing Period shall be deemed not to commence unless and until suchrestatement has been completed and the relevant Required Information has been amended or the Company has announced that it hasconcluded that no restatement is required in accordance with GAAP . If at any time the Company shall reasonably believe that it hasprovided the Required Information, the Company may deliver to Parent a written notice to that effect ( stating when it believes it completedsuch delivery ), in which case the requirement to deliver the Required Information will be deemed to have been satisfied on the date of suchdelivery specified in such notice, unless Parent in good faith reasonably believes the Company has not completed the delivery of theRequired Information and, within three ( 3 ) Business Days after the receipt of such notice from the Company, delivers a written notice to theCompany to that effect ( stating with reasonable specificity which portion(s ) of the Required Information the Company has not delivered or areotherwise unsuitable ), following which the Marketing Period will commence as soon as the Company delivers to Parent such specifiedportion of the Required Information