definiens: as such term is defined under the HSR Rules, of OGX ; ( ii ) had less than ( ijIO million ) in annual net sales in its most recent fiscal year, as determined in acC{)rdance X with Section 801.11 of the HSR Rules ; and ( iii ) holds less than [ § OI 3.0 million ) in total assets, as ) ( determined in accordance wi th Section 801.1 I of the HSR Rules ; and ( r ) to OGX 's Knowledge, there is no [ material fact ) in ( OGX 's possesslOnl X or ~iontrQIl that has [ not been disclosed to TeW and that, @ye to such lack of disclosuffi.1, would X make the statements contained [ n Sections 5.2(a ) through ( 9~ of this Agreement [ materially ) X ( misleading )