definiens: means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlledby, or is under common control with, such Person . For purposes of this definition, of a Person means thepower, directly or indirectly, either to ( a ) vote 50 % or more of the securities having ordinary voting power for theelection of directors of such CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH . ACOMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIALTREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.Person or ( b ) direct or cause the direction of the management and policies of such Person, whether by contract orotherwise . The Company shall be deemed for purposes of this Agreement an Affiliate of Seller prior to the Closing andof Buyer from and after the Closing