definiens: means, with respect to Torii, any other Person that ( directly or indirectly ) is controlledby Torii . For the purposes of this definition, the term ( including, with correlative meanings, the terms ) as used with respect to a Person, will mean the possession, directly or indirectly, of the powerto direct, or cause the direction of, the management or policies of such Person, whether through theownership of voting securities, by contract or otherwise, and will be presumed to exist if either of thefollowing conditions is met : ( a ) in the case of a corporate entity, direct or indirect ownership of votingsecurities entitled to cast at least fifty percent ( 50 % ) of the votes in the election of directors or ( b ) in the caseof a non - corporate entity, direct or indirect ownership of at least fifty percent ( 50 % ) of the equity interests withthe power to direct the management and policies of such entity