definiens: means any state of facts, change, event, effect, occurrence or circumstance that, individually or in the aggreg ate ( considered together with all other state of fa cts, change, event, effect, occurrence or circumstance ) has, has had or could reasonably be expected to hav e or give rise to a material adverse effect on ( a ) th e business, condition ( financial or otherwise ), res ults of operations, prospects, capitalization, assets, liab ilities, operations or financial performance of the Company, ( b ) the ability of the Company to consumma te the transactions contemplated by the Agreement or to perform any of its obligations unde r the Agreement prior to the Termination Date, or ( c ) the Purchaser ’s ability to vote, receive divide nds with respect to or otherwise exercise ownership rights with respect to the shares of the Company . means all Intellectual Property Rights that are o wned or purported to be owned by the Company, in whole o r in part, and are material to the Company