definiens: with respect to Cardiogenesis means, at any time, whether previously, now or hereafter existing, any person or entity at least fifty percent ( 50 % ), or the maximum percentage permitted under local laws or regulations in those countries where fifty pe rcent ( 50 % ) ownership by a foreign entity is not permitted, of whose outstanding shares, securities or ownership interest ( representing the right to vote for the election of directors or other managing authority ) are directly or indirectly owned or control led by any of Cardiogenesis ’ Parents or Subsidiaries . with respect to [COMPANY] means, at any time, whether previously, now or hereafter existing, any person or entity at least fifty percent ( 50 % ), or the maximum percentage permitted under l ocal laws or regulations in those countries where fifty percent ( 50 % ) ownership by a foreign entity is not permitted, of whose outstanding shares, securities or ownership interest ( representing the right to vote for the election of directors or other manag ing authority ) are directly or indirectly owned or controlled by any of [COMPANY] ’ Parents or Subsidiaries