definiens: and words of similar import shall mean the knowledge of the executive officers of the Company listed on Section 9.10(b ) ofthe Company Disclosure Letter who are primarily responsible for the matter(s ) in question ; ( ii ) references to the number ofShares then outstanding means the number of Shares then outstanding, together with the Sharespursuant to Company Restricted Stock and Shares that the Company may be required to issue pursuant to then outstandingTime - Vested DSUs, Performance - Based DSUs or Company Option whether or not vested or then outstanding, provided thatthe exercise price of an option is not greater than $ 2 above the sum of ( x ) the Closing Amount and ( y ) the CPR 65 Payment Amount ; ( iii ) the term shall mean any foreign or domestic arbitrator, court, nation, government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicialregulatory or administrative functions of, or pertaining to, government ; ( iv ) the term shall mean any day onwhich the principal offices of the SEC in Washington, DC are open to accept filings other than a day on which bankinginstitutions located in New York, New York are permitted or required by Law to remain closed ; and ( v ) the term shallmean any individual, corporation ( including any non - profit corporation ), general partnership, limited partnership, limitedliability partnership, joint venture, estate, trust, company ( including any limited liability company or joint stock company),firm or other enterprise, association, organization, entity or Governmental Entity