definiens: means with respect to any Party, any person or en tity controlling, controlled by or under common control with such Party . For purposes of thi s Article 1.1, shall mean ( a ) in the case of a corporate entity, direct or indirect ownership of f ifty percent ( 50 % ) or more of the stock or shares h aving the right to vote for the election of directors of such corporate entity and ( b ) in the case of an entity that is not a corporate entity, the possession, directly or indir ectly, of the power to direct, or cause the directi on of, the management or policies of such entity, whether thro ugh the ownership of voting securities, by contract or otherwise . Notwithstanding the foregoing, any stock holder of Spruce ( which stockholder is a venture ca pital fund, venture capital operating company, private eq uity fund or individual ), and any portfolio company of any such stockholder ( or of any other entity that share s the same management company with the stockholder ), shall not be deemed to be an Affiliate of Spruce, or to c ontrol or to be under common control with Spruce