definiens: Subsidiary " shall mean a colpclraUon or other entity, a majo1ily of thc Voting Share : ! of which is at the time ownoo, clirCl::tly 01 ' indirectly, by a party to thi~ Agreemen t or by one or more olVoting Shares " shall mcrm ~Iock of the class or classes having gelleN1 voting power under ordinary circumstances 10 elect at least a majority of the bo.:Jrd of directors, managers or truste\!S of a corporation or other < -tily ( irrd'poc tin ' of whether or nol at the timl ' l!Otock or other secur iti~ of allY other cI(lss or dasse . sh . "lU hilve or might have voting power by le.a5()n of thO : ' happening of any contingency )