definiens: means, as of any point in time and for so long as such relationship continues to exist with respect to any Person, any other Person that contro ls, is controlled by or is under common control wit h such Person . A Person will be regarded as in control of another Person if it ( a ) owns or controls more than 50 % of the equity securities of the subject Person entitled to vote in the election of directors ( or, in the case of a Person that is not a corporation, for the election of the corre sponding managing authority ) ; provided, however, that the term will not include subsidiaries or other entities in which a Person owns a majority of the o rdinary voting power necessary to elect a majority of the b oard of directors or other governing board, but is restricted from electing such majority by contract or otherwis e, until such time as such restrictions are no long er in effect, 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 ownership of secur ities or other ownership interests, by contract or otherwise )