definiens: means anymaterial adverse effect on ( i ) the business, properties, assets, liabilities, operations ( including results thereof ), condition(financial or otherwise ) or prospects of the Company and the Subsidiary, taken as a whole, ( ii ) the transactionscontemplated hereby or in any of the other Transaction Documents or ( iii ) the authority or ability of the Company toperform any of its respective obligations under any of the Transaction Documents . The Company has only one Subsidiary, [COMPANY] Limited, which is domiciled in the United Kingdom ( the ) . means any Person in whichthe Company, directly or indirectly, ( I ) owns at least fifty percent ( 50 % of the outstanding capital stock or holds at leastfifty percent ( 50 % ) of the equity or similar interest of such Person or ( II ) controls or operates all or any part of the business, operations or administration of such Person