definiens: shall mean, with respect to any Person, anyother Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such Person . APerson shall be regarded as in control of another Person if such Person owns, ordirectly or indirectly controls, more than fifty percent ( 50 % ) of the votingsecurities ( or comparable equity interests ) or other ownership interests of theother Person, or if such Person directly or indirectly possesses the power todirect or cause the direction of the management or policies of the other Person, whether through the ownership of voting securities, by contract or any othermeans whatsoever, PROVIDED, HOWEVER, that, for purposes of this Agreement, theterm shall not include subsidiaries in which a party or itsAffiliates owns a majority of the ordinary voting power to elect a majority ofthe Board of Directors, but is restricted from electing such majority bycontract or otherwise, until such time as such restrictions are no longer ineffect