definiens: means and includes, at any time with respect to any Person ( the ), each Person : ( a ) that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, the Applicable Person ; ( b ) that beneficially owns or holds five percent ( 5 % ) or more of any class of the voting equity of the Applicable Person ; ( c ) five percent ( 5 % ) or more of the voting equity ( or in the case of a Person that is not a corporation, five percent ( 5 % ) or more of the equity interest ) of which is beneficially o wned or held by the Applicable Person ; or ( d ) that is an officer, director or manager ( or a member of the immediate family of an officer, director or manager ) of the Applicable Person ; at such time ; provided, however, that for purposes of this Agreement no Person holding any one or more of the shares of Equity of Orion shall be deemed to be an Affiliate solely by virtue of the ownership of such securities