definiens: shall mean that : ( a ) with respect to information, document or other material to which the Company hasgiven Parent access : ( i ) such information, document or material was made available by the Company for review by Parent orParent 's Representatives for a reasonable period of time prior to the execution of the Agreement in the virtual data roommaintained by the Company with the Intralinks Data Site in connection with the transactions contemplated by the Agreement(it being understood that a document that was only made available for review in the virtual data room in the two days prior tothe execution of the Agreement shall only be deemed to have been made available for a reasonable period of time if theCompany shall have promptly notified Parent or its outside legal counsel that such document was uploaded into the virtualdata room ) ; and ( ii ) Parent and Parent 's Representatives had access to such information, document or material throughout suchperiod of time ; and ( b ) with respect to information, document or other material to which Parent has given the Company access:(i ) such information, document or material was made available by Parent for review by the Company or the Company'sRepresentatives for a reasonable period of time prior to the execution of the Agreement in the virtual data room maintained byParent with Data Site from Merrill Corporation in connection with the transactions contemplated by the Agreement ( it beingunderstood that a document that was only made available for review in the virtual data room in the two days prior to theexecution of the Agreement shall only be deemed to have been made available for a reasonable period of time if Parent shallhave promptly notified the Company or its outside legal counsel that such document was uploaded into the virtual dataroom ) ; and ( ii ) the Company and the Company 's Representatives had access to such information, document or materialthroughout such period of time or ( c ) that such information was filed by the Company or Parent, as applicable, with the SECon or after January 1, 2010 and was, as of the date of this Agreement, publicly available on the SEC 's EDGAR database . Asused in this definition of, the term and variations thereof shall be broadly construed to include anymanner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC orany member of its staff