definiens: means, as of any point in time and for so long as such relationship continues to exist with respect to any Person, any other Person that controls, is controlled by or is under common control with such Person . A Person will be regarded as in control of an other Person if it ( a ) owns or controls more than 50 % of the equity securities of the subject Person entitled to vote in the election of directors ( or, in the case of a Person that is not a corporation, for the election of the corresponding managing author ity ) ; provided, however, that the term will not include subsidiaries or other entities in which a Person owns a majority of the ordinary voting power necessary to elect a majority of the board of directors or other governing board, but is restr icted from electing such majority by contract or otherwise, until such time as such restrictions are no longer in effect, or ( b ) possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of an such Person ( whether through ownership of securities or other ownership interests, by contract or otherwise )