definiens: means, as of any point in time and for so long as such relationship continues to exist with respect to any Person, any Person that controls, is controlled by or is under 2 CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FRO M THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETI TIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED . OMISSIONS ARE IDE NTIFIED AS [ * * * ] common control with such Person . A Person shall be regarded as in control of another Person if it ( a ) owns or controls at least fifty percent ( 50 % ) of the equity securities of the subject Person entitled to vote in the election of directors or ( b ) possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of any such Person ( whether through owners hip of securities or other ownership interests, by contract or otherwise ) ; provided, however, that where an entity owns a majority of the voting powe r necessary to elect a majority of the board of directors or other governi ng board of another entity, but is restricted from electing such majority by contract or otherwise, such entity will not be considered to be in control of such other e ntity until such time as such restrictions are no longer in effect