definiens: with respect to Cardiogenesis means, at any time, any pe rson or entity, whether previously, now or hereafter existing, which directly or indirectly owns or controls at least fifty percent ( 50 % ) of Cardiogenesis ’ outstanding shares, securities or ownership interest ( representing the right to vote for the electio n of directors or other managing authority ), or which directly or indirectly owns or controls the maximum percentage permitted under local laws or regulations in those countries where fifty percent ( 50 % ) ownership or control by a foreign entity is not perm itted . with respect to [COMPANY] means, at any time, any person or entity, whether previously, now or hereafter existing, which directly or indirectly owns or controls at least fifty percent ( 50 % ) of [COMPANY] ’ outstanding shares, securities or ownership interest ( representing the right to vote for the election of directors or other managing authority ), or which directly or indirectly owns or controls the maximum percentage permitted under local laws or regulations in those countries where fif ty percent ( 50 % ) ownership or control by a foreign entity is not permitted