definiens: the ter m shall mean, as to any Person, ( a ) direct or indirec t ownership of fifty percent ( 50 % ) or more of the v oting interests or other ownership interests in the Person in quest ion ( or such lesser percentage which is the maximum allowed to be owned by such Person in a particular jurisdictio n ) ; ( b ) direct or indirect ownership of fifty perce nt ( 50 % ) or more of the interest in the income of the Person in question ; or ( c ) possession, directly or indirectl y, of the power to direct or cause the direction of management or p olicies of the Person in question ( whether through ownership of securities or other ownership interests, by cont ract or otherwise ) . Notwithstanding the foregoing, the owners of preferred stock ( or common stock issued upon conver sion thereof ) or common stock upon conversion of convertible promissory notes of a Party such as fin ancial institutions, venture capital funds and priv ate equity investors will not be its for purposes of this Agreement