definiens: of a Person means a Person that directly or indirectly, through one or moreintermediaries, controls, is controlled by, or is under common control with, the first mentioned Person;51 ( b ) with respect to any Shares has the meaning ascribed to such term under Rule13d-3 under the Exchange Act ( and the term or shall have a correspondingmeaning);(c ) means any day on which the principal offices of the SEC in Washington, D.C. areopen to accept filings or, in the case of determining a date when any payment is due, any day on which banks are not requiredor authorized by law to close in New York, New York;(d ) ( including the terms, and ) means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of themanagement policies of a Person, whether through the ownership of stock, as trustee or executor, by contract or creditarrangement or otherwise;(e ) means United States generally accepted accounting principles;(f ) means, with respect to the Company, the actual knowledge of any senior executiveofficer of the Company ( including the Chief Executive Officer and Chief Financial Officer ), the Vice President, Legal andSecretary of the Company, and the Senior Vice President, Regulatory Affairs and Project Management of the Company andthe knowledge that each such Person would have obtained in the prudent discharge of his or her ordinary job responsibilities;(g ) means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, other entity or group ( as defined in Section 13(d)(3 ) of the Exchange Act ) ; and(h ) of the Company, the Surviving Corporation, Parent or any other Person means anycorporation, partnership, joint venture or other legal entity of which the Company, the Surviving Corporation, Parent or suchother person, as the case may be ( either alone or through or together with any other Subsidiary ), owns, directly or indirectly, voting stock or other equity interests having ordinary voting power to elect a majority of the board of directors or othergoverning body of such corporation or other legal entity