definiens: means with respect to any Person, any Person which directly or indirectly controls, i s controlled by, or is under common control with such Party . A Person shal l be deemed to another Person if it has ( a ) the power to direct or cause the direction of the manag ement or policies of the other Person whether throu gh ownership of fifty percent ( 50 % ) or more of the outstanding s tock or shares having the right to vote for the ele ction of directors of such Person ( or if the jurisdiction where such P erson is domiciled limits foreign ownership of such entity, the maximum foreign ownership interest permitted under such Laws ; provided, that such ownership interest p rovides the power to direct the management and Exhibit 99.02 policies of such Person, ( b ) status as a general pa rtner in any partnership, or ( c ) the possession, di rectly or indirectly, of the power to direct, or cause the di rection of, the management or policies of such Pers on, whether through the ownership of voting securities, by cont ract or otherwise . Notwithstanding the foregoing, a ny investor in [COMPANY], any such investor ’s investors, and any p ortfolio companies of the foregoing shall not const itute an Affiliate of [COMPANY]