definiens: of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person ; ( b ) means any day other than Saturday, Sunday or any other day on which banks are legally permitted to be closed in New York ; ( c ) of any Person that is not an individual means, with respect to any matter in question, the Knowledge of such person 's executive officers and other officers having primary responsibility for such matter, in each case obtained in the conduct of their duties in the ordinary course without special inquiry ; ( d ) or means any change, effect, event, occurrence or state of facts ( or any development that, insofar as can reasonably be foreseen, is reasonably likely to result in any change or effect ) that is materially adverse to the business, properties, assets, liabilities ( contingent or otherwise ), financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, other than any change, effect, event, occurrence, state of facts or development ( i ) relating to the ec onomy in general, ( ii ) relating to the industry in which the Company operates in general and not specifically relating to the Company or ( iii ) resulting from the effects of the pendency of the transactions contemplated hereby on current or prospective customers, suppliers, employees and business relationships of the Company, including the rights of certain parties identified in Section 8.03(d ) of the Company Disclosure Schedule ; 60 ( e ) means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity ; ( f ) a of any Person means, with respect to such Person, a as such term is defined in Rule 1 -02 of Regulation S -X under the Exchange Act ; ( g ) means any bona fide proposal made by a third party ( i ) to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transa ction, for consideration consisting of cash and/or securities, more than 50 % of the combined voting power of the shares of Company Common Stock then outstanding or all or substantially all the assets of the Company, ( ii ) that is otherwi se on terms which the Board of Directors of the Company determines in its good faith judgment ( after receipt of advice from a financial advisor of nationally recognized reputation ) to be more favorable to the Company than the Merger after ta king into account all constituencies ( including shareholders ), the terms of this Agreement and pertinent factors permitted under the PBCL, ( iii ) for which financing, to the extent required, is then committed or which, in the good faith judgment of the Board of Directors of the Company, is reasonably capable of being obtained by such third party and ( iv ) for which, in the good faith judgment of the Board of Direct ors of the Company, no regulatory approvals are required, including antitrust approvals, that could not reasonably be expected to be obtained ; and ( h ) means any bona fide inquiry, proposal or offer from any Pe rson relating to any direct or indirect acquisition or purchase of a business or assets that constitute 30 % or more of the net revenues, net income or the assets of the Company or its Subsidiaries, taken as a whole, or 30 % or more of any cla ss of equity securities of the Company or its Subsidiaries or any tender offer or exchange offer that if consummated would result in any Person beneficially owning 30 % or more of any class of equity securities of the Company or any of its Su bsidiaries or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreemen t