definiens: means, with respect to a person, organization or entity, any person, organization or entitycontrolling, controlled by or under common control with, such person, organization or entity . For purposes of thisdefinition only, of another person, organization or entity will mean the possession, directly or indirectly, of thepower to direct or cause the direction of the activities, management or policies of such person, organization or entity, whether through the ownership of voting securities, by contract or otherwise . Without limiting the foregoing, control willbe presumed to exist when a person, organization or entity ( a ) owns or directly controls fifty percent ( 50 % ) or more ofthe outstanding voting stock or other ownership interest of the other organization or entity or ( b ) possesses, directly orindirectly, the power to elect or appoint fifty percent ( 50 % ) or more of the members of the governing body of the otherorganization or entity . Notwithstanding the foregoing, the parties acknowledge that ( i ) any individual, venture capitalfirm or private equity firm that is a stockholder of an organization or entity shall in no event be deemed to be anAffiliate of such organization or entity and ( ii ) persons, organizations or entities controlled by, controlling or undercommon control with any individual, venture capital firm or private equity firm referred to in the foregoing clause(i ) shall not be deemed to be Affiliates of any organization or entity referred to in the foregoing clause ( i ) unless suchpersons, organizations or entities are directly or indirectly controlled by such organization or entity referred to in theforegoing clause ( i )