definiens: of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person ; ( b ) of any person that is not an individual means, with respect to any matter in question, the actual knowledge of such person 's executive officers ( which in the case of the Company shall be deemed to include, for purposes of this definition, solely those persons listed in < PAGE > 74 Section 8.03(b ) of the Company Disclosure Schedule ) after making due inquiry of the other executives and managers having primary responsibility for such matter ; ( c ) or means any ( i ) change, ( ii ) effect, ( iii ) event, ( iv ) occurrence, ( v ) state of facts or ( vi ) development or developments which individually or in the aggregate would reasonably be expected to result in any change or effect, that ( A ) is materially adverse to the business, financial condition, properties, assets, liabilities ( contingent or otherwise ) or results of operations of the Company and its Subsidiaries, taken as a whole, or ( B ) would reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation by the Company of the Merger or the other transactions contemplated by this Agreement ; provided, that for purposes of analyzing whether any change, effect, event, occurrence, state of facts or development constitutes a or under this definition, the parties agree that ( x ) materiality shall be analyzed from the viewpoint of whether there is a significant likelihood that the disclosure of such state of facts, change, development, effect, condition or occurrence would be viewed by a reasonable investor as having significantly altered the total mix of information about the Company and its Subsidiaries available to such investor if the total mix of such information consisted solely of ( I ) the representations and warranties of the Company contained in this Agreement, ( II ) the Filed Company SEC Documents and ( III ) the Company Disclosure Schedule to the extent readily apparent on its face to be applicable to the analysis of whether a Material Adverse Change or a Material Adverse Effect has occurred or would reasonably be expected to occur, and ( y ) the analysis of materiality shall not be limited solely to the standpoint of a long - term investor ; provided, further, that none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect or a Material Adverse Change : ( a ) any change relating to the United States economy or securities markets in general, ( b ) any failure, in and of its itself, by the Company to meet any internal or published projections,<PAGE > 75 forecasts, or revenue or earnings predictions for any period ending on or after the date of this Agreement ( it being understood that the facts or occurrences giving rise or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect or a Material Adverse Change ) and ( c ) any adverse change, effect, event, occurrence, state of facts or development reasonably attributable to conditions affecting the industry in which the Company participates ( other than as may arise or result from regulatory action by a Governmental Entity ), so long as the effects do not disproportionately impact the Company ; ( d ) means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity ; and ( e ) a of any person means another person, an amount of the voting securities, other voting rights or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body ( or, if there are no such voting interests, 50 % or more of the equity interests of which ) is owned directly or indirectly by such first person