definiens: shall mean, with respect to any Person, another Person which controls, is controlled by or is undercommon control with such Person . A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise . Without limiting the generality of theforegoing, a Person shall be deemed to control another Person if any of the following conditions is met : ( i ) in the caseof corporate entities, direct or indirect ownership of more than fifty percent ( 50 % ) of the stock or shares having theright to vote for the election of directors, and ( ii ) in the case of non - corporate entities, direct or indirect ownership ofmore than fifty percent ( 50 % ) of the equity interest with the power to direct the management and policies of such non - corporate entities . For the purposes of this Agreement, in no event shall the Purchaser or any of its Affiliates bedeemed Affiliates of the Company or any of its Affiliates, nor shall the Company or any of its Affiliates be deemedAffiliates of the Purchaser or any of its Affiliates