definiens: means a Person that, directly or indirectly, through one or more intermediates, controls, is controlled by, or is under common control with, the Person specified . For the purposes of this definition, control shall mean the direct or indirect ownershi p of ( i ) in the case of corporate entities, securities authorized to cast more than fifty percent ( 50 % ) of the votes in any election for directors, ( ii ) in the case of non -corporate entities, more than fifty percent ( 50 % ) ownership interest with the power to direct the management and policies of such non -corporate entity, or ( iii ) such lesser percentage as may be the maximum percentage allowed to be owned by a foreign corporation under the applicable laws or regulations of a particular jurisdiction outside of the United States ) of the equity having the power to vote in the election of directors or to direct the management and policies of another entity . Notwithstanding the foregoing, the term shall not include subsidiaries in which a Person or its Affiliates owns a majority of the ordinary voting power to elect a majority of the board of directors, but is restricted from electing such majority by contract or otherwise, until such time as such restriction is no longer in effect