definiens: shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person ; provided that, for the purposes of this definition, ( including with correlative m eanings, the terms and ), as used with respect to any Person, shall m ean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the owner ship of voting securities, by contract or otherwise ; provid ed, further, that for purposes of this Agreement an d the Ancillary Agreements, none of Medtronic, Inc., Medt ronic plc, Makani II Limited, Aviation Acquisition Co., Inc., Aviation Merger Sub, LLC or their respective Affiliates shall be construed as Affiliates of Covi dien plc or its Affiliates prior to the Closing