definiens: or means, with respect to the ParentCompanies or Company, that the information to be attributed to the ParentCompanies or Company, as the case may be, is information actually orconstructively known to any executive officer of such entity, and with respectto any Shareholder, that the information to be attributed to such Shareholder isinformation actually or constructively known to such Shareholder . A person hasconstructive knowledge of those matters which the individual involved could beexpected to have as a result of undertaking an investigation of such a scope andextent as a reasonably prudent person would undertake concerning the particularsubject matter ; ( f ) means an individual, corporation, partnership, association, trust, unincorporated organization, other entity or group ( as usedin Section l3(d ) of the Exchange Act ) ; ( g ) or of Company, Parent, theSurviving Corporation or any other person, means any corporation, partnership, joint venture or other legal entity of which Company, Parent, the SurvivingCorporation or any such other person, as the case may be ( either alone orthrough or together with any other subsidiary ), owns, directly or indirectly,50 % or more of the stock or other equity interests the holders of which aregenerally entitled to vote for the election of the board of directors or othergoverning entity of such corporation or other legal entity ; and ( h ) or means any and all taxes, charges, fees, levies, assessments, duties or other amounts payable to any federal, state, local or foreign taxing authority or agency, including, without limitation, ( x)income, franchise, profits, gross receipts, minimum, alternative minimum, estimated, ad valorem, value added, sales, use, service, real or personalproperty, capital stock, license, payroll, withholding, disability, employment, social security, workers compensation, unemployment compensation, utility, severance, excise, stamp, windfall profits, transfer and gains taxes, ( y)customs, duties, imposts, charges, levies or other similar assessments of anykind, and ( z ) interest, penalties and additions to tax imposed with respectthereto