definiens: shall mean any person or entity which, at Closing or at any time thereafter, is Controlled by, Controls, or is under common Control with a Party . Any person or entity which qualified as an Affiliate of a Party pursuant to the foregoing sentence, but which subsequently ceases to meet the definition of Affiliate of such Party pursuant to the foregoing sentence ( the ), shall be deemed an Affiliate of such Party under this Agreement only upon the other Party 's written consent . Such consent shall not unreasonably be withheld, provided, however, that such consent may be withheld in the other Party 's sole discretion if the Spun - Off Affiliate, after ceasing to meet the definition of Affiliate of a Party pursuant to the first sentence hereof ; is a competitor of such other Party . It is acknowledged and agreed by the Parties hereunder that [COMPANY] is not an Affiliate of [COMPANY] and [COMPANY] is not an Affiliate of [COMPANY] for purposes of this Agreement