definiens: or words of similar i mport shall be deemed to mean The headi ngs contained in this Agreement are for reference purpo ses only and shall not affect in any way the meanin g or interpretation of this Agreement . When calculating the period of time before which, within which or fo llowing which any act is to be done or step is to be taken pursuant to this Agreement, the date that is the re ference date in calculating such period shall be excluded . If the l ast day of such period is a non - Business Day, the p eriod in question shall end on the next succeeding Business Day . Any action required to be taken a spe cified time period following the occurrence of an event sh all be required to be taken by no later than 11:59 p.m. local time in New York City on the last day of such time period . The word in the phrase shall mean the degree to which a subject or other thing e xtends and such phrase shall not mean . The phr ase means, with respect t o the Company or its Subsidiaries, the ordinary and usual course of day - to - day operations of the Company and its Subsidiaries consistent with past practice . Any Contract, instrument or Law defined or referred to herein mea ns such Contract, instrument or Law as from time to time amended, modified or supplemented, whether or not s o specified . All documents and agreements relating to the Company or its Subsidiaries that have been posted, at least three ( 3 ) Business Days prior to the date hereof, to the electronic data room established by or on behal f of the Company with respect to the transactions contemplated by this Agreement shall be deemed to h ave been, or ( or any phrase of similar import ) to Buyer by the Compa ny