definiens: means, with respect to any person or entity, any other person or entity that controls, is controlled by, oris under common control with, such person or entity . For purposes of this definition only, and shall mean the possession of the power to direct or cause the direction of themanagement and policies of an entity, whether through the ownership of voting stock or partnership interest, bycontract or otherwise . In the case of an entity, the direct or indirect ownership of fifty percent ( 50 % ) or more of itsoutstanding voting shares or the ability otherwise to elect a majority of the board of directors or other managingauthority of the entity shall in any event be deemed to confer control, it being understood that the direct or indirectownership of a lesser percentage of such shares shall not necessarily preclude the existence of control . For clarity, atsuch time as a person or entity ceases to meet this definition of AFFILIATE, all rights granted under or pursuant to thisAGREEMENT shall terminate, subject to the application of Section 14.5.1