definiens: means, with respect to either Rhythm or Manufacturer, any corporation, company, partnership, joint venture and/or firm which contro ls, is controlled by or is under common control wit h Rhythm or Manufacturer, as the case may be . As used in the de finition of Affiliate, means ( a ) in the c ase of corporate entities, direct or indirect ownership of at least fifty percent ( 50 % ) of the stock or shares having t he right to vote for the election of directors ( or such lesser perce ntage that is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction ), and ( b ) in the case of non - corporate entities, the direct o r indirect power to manage, direct or cause the direction of the man agement and policies of the non - corporate entity or the power to elect at least fifty percent ( 50 % ) of the member s of the governing body of such non - corporate entit y