definiens: means a person that, directly or in directly, through one or more intermediaries contro ls, is controlled by or is under common control with the f irst - mentioned person ; ( b ) means any day other than a day o n which Nasdaq is closed ; ( c ) means common stock, preferred s tock, partnership interests, limited liability comp any interests or other ownership interests entitling th e holder thereof to vote with respect to matters in volving the issuer thereof ; ( d ) or means or a s the case may be, and the language following or shall not be deemed to set forth an exhaus tive list ; ( e ) or means, with respect to a ny fact, circumstance, event or other matter in que stion, the actual knowledge of such fact, circumstance, event or other matter, in the case of the Company, of any member of senior management or other employee and, in the case of Parent, of its executive officers . Any such individual will be deemed to have knowledge of a particular fa ct, circumstance, event or other matter if ( i ) such individual has actual knowledge of such fact, circumstance, ev ent or other matter, ( ii ) such fact, circumstance, event or other matter is reflected in one or more documents ( whether written or electronic, including 38 e - mails sent to or by such individual ) in, or that have been in, such individual 's possession, includi ng personal files of such person, or ( iii ) such fact, circumsta nce, event or other matter is reflected in one or m ore documents ( whether written or electronic ) contained in books and records of the Company ( in the case of knowledg e of the Company ) or Parent ( in the case of knowledge of Par ent ) that would reasonably be expected to be review ed by a person who has the duties and responsibilities of s uch individual in the customary performance of such duties and responsibilities ; ( f ) means an individual, corporation, part nership, limited liability company, association, tr ust, unincorporated organization or other legal entity i ncluding any Governmental Entity ; and ( g ) or of the Company, Parent, the Surviving Corporation or any other pers on means any corporation, partnership, limited liability com pany, association, trust, unincorporated associatio n or other legal entity of which the Company, Parent, the Surv iving Corporation or any such other person, as the case may be ( either alone or through or together with any ot her subsidiary ), owns, directly or indirectly, 50 % or more of the capital stock the holders of which are generall y entitled to vote for the election of the board of directors or other governing body of such corporation or other l egal entity