definiens: of a Person means a Person that directly or indirectly, through one or more intermediaries, controls, iscontrolled by, or is under common control with, the first mentioned Person ; ( b ) with respect to any Shares has the meaning ascribed to such term under Rule 13d-3 under theExchange Act ( and the term or shall have a corresponding meaning);53 ( c ) means any day on which the principal offices of the SEC in Washington, D.C. are open to acceptfilings or, in the case of determining a date when any payment is due, any day on which banks are not required or authorizedby law to close in New York, New York ; ( d ) ( including the terms, and ) means thepossession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the managementpolicies of a Person, whether through the ownership of stock, as trustee or executor, by contract or credit arrangement orotherwise ; ( e ) means United States generally accepted accounting principles ; ( f ) means, with respect to any Person, the actual knowledge of any senior executive officer of such Personand the knowledge that such Person would have obtained in the prudent discharge of his or her ordinary job responsibilities ; ( g ) means any change, effect, event or occurrence that prevents or materially impairsthe ability of Parent or Purchaser to consummate the Offer, the Merger or any of the other transactions contemplated by thisAgreement ; ( h ) means an individual, corporation, partnership, limited liability company, association, trust, unincorporatedorganization, other entity or group ( as defined in Section 13(d)(3 ) of the Exchange Act ) ; ( i ) of the Company, the Surviving Corporation, Parent or any other Person means any corporation, partnership, joint venture or other legal entity of which the Company, the Surviving Corporation, Parent or such other Person, as the case may be ( either alone or through or together with any other Subsidiary ), owns, directly or indirectly, voting stockor other equity interests having ordinary voting power to elect a majority of the board of directors or other governing body ofsuch corporation or other legal entity