definiens: shall mean, with respect to any Per son, any other Person which as of the Effective Dat e directly or indirectly controls, is controlled by, or is under common control with, such Person . For p urposes of this definition, ( a ) shall mean ( i ) owner ship by any Person of fifty percent ( 50 % ) or more o f the Voting Stock of any other Person, or ( ii ) otherwise posses sing the power and authority to direct or cause the direction of the management and policies of such other Person wh ether by contract or otherwise ; and ( b ) shall mean, with respect to any Person, securities having the right ( apart from rights arising under s pecial circumstances ) to vote for the election of director s or persons performing similar functions with resp ect to such Person . Notwithstanding the foregoing to the contra ry, neither SPD Swiss Precision Diagnostics GmbH no r PBM - Selfcare LLC shall be deemed an of Inverness