definiens: means ( 1 ) any legal entity which controls, is con trolled by, or is under c ommon control with a certain transferor, ( 2 ) in cas e of a transfer by a legal entity transferor which is a partnership ( including a limited partnership ) or a limited liability company, to any partners or retired partn ers, members or retired members, or par tnership ( including a limited partnership ) or limit ed liability company managed by the same management company ( or the same manager of any such limited liability company ) or to the partners or members thereof, or ( 3 ) in case of a transfer by a legal entity transferor which is a trustee, the beneficial owner of the Equity Rights, all provided that:(A ) the provisions of this Agreement shall con tinue to be applicable to the Equity Rights of the Company following any such transfer, ( B ) as a condition to any suc h transfer, the Permitted Transferee / s shall undertak e in writing to be bound by the provisions of this Agreement, and ( C ) the restricti ons on the Disposition of Equity Rights of the Company under this Agreement shall apply to any disposition of Equity Rig hts of the Company held by the Permitted Transferee(s ) mutatis mutandis . The term as used herein, means the ability to direct or caus e the direction of the activity of a person or entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and it shall be deemed in the event of ownership, solely or jointly with others, of half or more of the voti ng power, or the ability, solely or jointly with others, to designate a majority of the membe rs of the board of directors or the manager(s ) of any limited liability company or the general partner of any general partnership ; provided, however, that for the purpos es of this Section 27 only, the Disposition of any Equity Rights in a Permitted Tra nsf eree which is a legal entity ( i.e., incorporated entity, limited liability company, tru st or partnership ) in which the sole or primary asset is Equity Rights of the Company ( such legal entity shall be referred to as a ) shall be regarded a s a Disposition of the Equity Rights of the Company, and the provisions of this Section 27 will apply accordingly