definiens: of any Person means any other Person that directly or indirectly, through one or moreintermediaries, controls, is controlled by, or is under common control with, such first Person ; ( b ) means any day other than a Saturday, a Sunday or a day on which banks in NewYork, New York are authorized or required by applicable Law to be closed ; ( c ) ( including the terms and ) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of aPerson, whether through the ownership of voting securities, by contract or otherwise ; ( d ) of any party means the actual knowledge of any executive officer of such party afterreasonable inquiry ; ( e ) or words of similar import means that, on or before 5:00 p.m. Pacific time on thesecond Business Day immediately preceding the date of this Agreement, the Company or Parent, as the case may be, hasposted true, correct and complete copies of such materials to the virtual data room managed by the Company ( and to whichParent and certain of its Representatives have been granted access prior to such time in connection with the transactionscontemplated hereby ) or Parent ( and to which the Company and certain of its Representatives have been granted access priorto such time in connection with the transactions contemplated hereby ), respectively ; ( f ) means an individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity or organization, including any Governmental Entity ; and ( g ) means, with respect to any Person, any other Person of which stock or other equityinterests having ordinary voting power to elect more than 50 % of the board of directors or other governing body are owned, directly or indirectly, by such first Person