definiens: ) . As used in thisAgreement, ( i ) the word when used with respect to any party means any corporation, partnership or otherorganization, whether incorporated or unincorporated, of which at least a majority of the securities or other interestshaving by their terms voting power to elect a majority of the Board of Directors or others performing similar functionswith respect to such corporation or other organization is directly or indirectly beneficially owned or controlled by suchparty or by any one or more of its Subsidiaries, or by such party and one or more of its subsidiaries, and ( ii ) has the meaning given such term in Rule 405 of the Securities Act of 1933, as amended ( the ) . The copies of the Certificate of Incorporation and Bylaws of the Company, most recently filed withthe Filed Company SEC Documents ( as defined herein ), are true, complete and correct copies of such documents asin effect as of the date of this Agreement