definiens: when used with respect to any Person ( as defined herein ) means ( i ) a material adverse effect on the business, results of operations, assets, product pipeline or financial condition of such Person and its Subsidiaries ( as defined herein ), if any, taken as a whole, or ( ii ) a material impairment in the ability of such Person or its Subsidiaries to perform any of their obligations under this Agreement or to consummate the transactions contemplated hereby or under the [COMPANY] Ancillary Documents or the Ancillary Documents ( as defined herein ), as the case may be, ( b ) the term when used with respect to any Person means any corporation or other organization, whether incorporated or unincorporated, of which ( i ) at least fifty percent ( 50 % ) of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by anyone or more of its Subsidiaries ; or ( ii ) such Person or any other Subsidiary of such Person is a general partner, it being understood that representations and warranties of a Person concerning any former Subsidiary of such Person shall be deemed to relate only to the periods during which such former Subsidiary was a Subsidiary of such Person ; and ( c ) the word means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof, or any affiliate ( as that term is SECv2·Rugby Stock Purchase.doc Confidential Treatment -Noted by * and Strike - Thrfmgh 4 Confidential Treatment -Noted by * and Strike - Through defined in the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder ( the ) ) of any of the foregoing