definiens: means, as of any time of determination, with respect to the RequiredInformation, that ( a ) such Required Information, taken as a whole, at such time does not containany untrue statement of a material fact regarding the Company or omit to state any material factregarding the Company required to be stated therein or necessary in order to make the RequiredInformation, in the light of the circumstances under which the statements contained therein aremade, not misleading, ( b ) such Required Information complies in all material respects with allapplicable requirements of Regulation S - K and Regulation S - X under the Securities Act for aregistered public offering of securities on Form S-1 and ( c ) the financial statements and otherfinancial information included in such Required Information would not be deemed stale orotherwise be unusable under a registered public offering of securities on Form S-1 and are, andremain throughout the Marketing Period, sufficient to permit the Company ’s independentaccountants to issue comfort letters, including as to customary negative assurances, in order toconsummate any offering of debt securities on any day during the Marketing Period, which suchaccountants have confirmed they are prepared to issue