definiens: means a Person that, directly or indirectly, through one or more intermediates, controls, is controlled by, or is under common control with, the Person specified, but only for so long as the relationship exists . For the purposes of this definition, control shall mean the direct or indirect ownership of ( i ) in the case of < PAGE > corporate entities, securities authorized to cast at least fifty percent ( 50 % ) of the votes in any election for directors, ( ii ) in the case of non -corporate entities, at least fifty percent ( 50 % ) ownership interest with the power to direct the management and policies of such non -corpora te entity, or ( iii ) such lesser percentage as may be the maximum percentage allowed to be owned by a foreign corporation under the applicable laws or regulations of a particular jurisdiction outside of the United States ) of the equity having the power to vote in the election of directors or to direct the management and policies of another entity . Notwithstanding the foregoing, the term shall not include subsidiaries in which a Person or its Affiliates owns a majority of the ordinary voting power to elect a majority of the board of directors, but is restricted from electing such majority by contract or otherwise, until such time as such restriction is no longer in effect