definiens: means a registration statement of the Companythat covers all Registrable Securities on Form S-3 and under Rule 415 under the Securities Actor, if the Company is not then eligible to file on Form S-3, on another eligible form under theSecurities Act, or any successor rule that may be adopted by the SEC, including withoutlimitation any such registration statement filed pursuant to Appendix 1 and all amendments andsupplements to such registration statement, including, post - effective amendments, in eachcase, including the Prospectus contained therein, all exhibits thereto and any documentincorporated by reference therein . means any corporation, association trust, limited liability company, partnership, joint venture or other business association or entity ( a ) at least 50 % of theoutstanding voting securities of which are at the time owned or controlled directly or indirectly bythe Company or ( b ) with respect to which the Company possesses, directly or indirectly, thepower to direct or cause the direction of the affairs or management of such Person