definiens: means, with respect to any person, any person which, directly or indirectly through the ownership of equity securities or through other arrangements, either controls, or is controlled by or is under common control with, such person . A person shall be deemed to be in control of another entity ifit owns or controls at least fifty percent ( 50 % ) of the equity securities of the subject entity entitled to vote in the election of directors ( or, in the case of an entity that is not a corporation, for the election of the corresponding managing authority ) ; provided, however, that a person shall not be deemed to be in control of an entity in which a person owns a majority of the ordinary voting power to elect a majority of the board of directors or other governing board but is restricted from electing such majority by contract or otherwise, until such time as such restrictions are no longer in effect . As used in this Section 1.1, the term 1 CONFIDENTIAL TREATMENT REQUESTED shall mean any individual, corporation, partnership, trust, unincorporated organization or a government or any agency or political subdivision thereof