definiens: means, with respect to theCompany or Purchaser, as the case may be, any entity, whether incorporated orunincorporated, of which at least fifty percent ( 50 % ) of the securities orownership interests having by their terms ordinary voting power to elect fiftypercent ( 50 % ) of the board of directors or other persons performing similarfunctions is directly or indirectly owned or controlled by such party or by oneor more of its respective Subsidiaries or by such party and any one or more ofits respective Subsidiaries, and ( b ) means anychange in or effect on the business of the Company and its Subsidiaries that is, or is reasonably likely to be, materially adverse to the business, operations orassets ( including intangible assets ), liabilities ( contingent or otherwise),prospects, condition ( financial or otherwise ) of the Company and itsSubsidiaries, taken as a whole