definiens: means any state of facts, change, event, eﬀect, occurrence or circumstance that, individually or in theaggregate ( considered together with all other state of facts, change, event, eﬀect, occurrence or circumstance ) has, has had or could reasonably beexpected to have or give rise to a material adverse eﬀect on ( a ) the business, condition ( ﬁnancial or otherwise ), results of operations, prospects, capitalization, assets, liabilities, operations or ﬁnancial performance of the Purchaser, ( b ) the ability of the Purchaser to consummate the transactionscontemplated by the Agreement or to perform any of its obligations under the Agreement prior to the Termination Date, or ( c ) the Members ’ ability tovote, receive dividends with respect to or otherwise exercise ownership rights with respect to the shares of Purchaser Common Stock issuable pursuantto this Agreement