definiens: shall mean a person that, directly or indirectly, through one or more intermediates, controls, is controlled by, or is under common control with the person specified . For the purposes of this definition, control shall mean the direct orindirect ownership of, ( a ) in the case of corporate entities, securities authorized to cast more than fifty percent ( 50 % ) ofthe votes in any election for directors or ( b ) in the case of non - corporate entities, more than fifty percent ( 50 % ) ownershipinterest with the power to direct the management and policies of such non - corporate entity . Notwithstanding theforegoing, the term shall not include corporate entities in which a Party or its Affiliates owns a majority of theordinary voting power to elect a majority of the board of directors, but is restricted from electing such majority bycontract or otherwise, until such time as such restrictions are no longer in effect