definiens: means, as to any Person, any other Person ( i ) that, directly or indirectly through one or moreintermediaries, controls, is controlled by, or is under common control with, such Person ; or ( ii ) which, directly orindirectly through one or more intermediaries, is the beneficial or record owner ( as defined in Rule 13d-3 of theExchange Act, as is in effect on the date hereof ) of 10 % or more of any class of the outstanding voting stock, securities or other equity or ownership interests of such Person ; provided that notwithstanding anything else herein tothe contrary, no member of the MHR Group shall be deemed to be an Affiliate of the Company . For purposes of thisdefinition, the term ( and the correlative terms, and ) shall meanthe possession, directly or indirectly, of the power to direct or cause the direction of the management or policies, whether through ownership of securities or other interests, by contract or otherwise