definiens: shall mean, with respect to any Person, another Person that controls, is controlled by or is undercommon control with such Person ; provided, that with respect to the Investor, shall mean the Investor’ssubsidiaries that are wholly - owned directly or indirectly, by the Investor and any Person that wholly - owns, directly orindirectly, the Investor . A Person shall be deemed to control another Person if such Person possesses, directly orindirectly, the power to direct or cause the direction of the management and policies of such Person, whether throughthe ownership of voting securities, by contract or otherwise . Without limiting the generality of the foregoing, a Personshall be deemed to control another Person if any of the following conditions is met : ( i ) in the case of corporateentities, direct or indirect ownership of more than fifty percent ( 50 % ) of the stock or shares having the right to vote forthe election of directors, and ( ii ) in the case of non - corporate entities, direct or indirect ownership of more than fiftypercent ( 50 % ) of the equity interest with the power to direct the management and policies of such non - corporateentities . For the purposes of this Agreement, in no event shall the Investor or any of its Affiliates be deemed Affiliatesof the Company or any of its Affiliates, nor shall the Company or any of its Affiliates be deemed Affiliates of theInvestor or any of its Affiliates