definiens: means with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which ( i ) if a corporation, a majority of the total voting power ofshares of stock entitled ( without regard to the occurrence of any contingency ) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more ofthe other subsidiaries of that Person or a combination thereof or ( ii ) if a limited liability company, partnership, association, or other business entity ( other than a corporation ), a majority of partnership or other similar ownershipinterests thereof having the power to govern or elect members of the applicable governing body of such entity is at thetime owned or controlled, directly or A-17 indirectly, by that Person or one or more subsidiaries of that Person or a combination thereof ; and the term with respect to any Person shall include all subsidiaries of each subsidiary of such Person ; provided thatnotwithstanding anything to the contrary herein, in no event shall the Stockholders ’ Representative be considered aSubsidiary of the Company for any purpose pursuant to this Agreement or any Ancillary Agreement