definiens: means, with respect to any Person, any other Perso n that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such Person ; and the term ( including the terms and ) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Pe rson, whether through ownership of voting securities, by contract or otherwise . Notwithstanding the foregoin g, for purposes of this Agreement, ( a ) no Member or benefi cial owner of any ownership interests in such Membe r shall, solely by reason of such ownership, be consi dered an Affiliate of the Company or any subsidiary of the Company and ( b ) no Member or beneficial owner of an y ownership interests in such Member shall, solely by reason of such ownership, be considered an Affiliat e of any other Member or any beneficial owner of an y ownership interests in such other Member solely bec ause such first Member is a party to this Agreement