definiens: ( and its derivatives ) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity through ownership of fifty percent ( 50 % ) or more of the securities entitled to elect the board of directors ( or in the case of an entity that is not a corporation, the corresponding managing authority ) ; provided that, for a Person established in a jurisdiction where a Party can not, as a matter of law, have such ownership interest, Control shall mean the maximum ownership interest permitted by law . of a Party means an Affiliate that is Controlled by such Party, directly or indirectly . For clarity, any Affiliate of [COMPANY] that is not in existence as a legal entity as of one ( 1 ) year before the effective date of any Change of Control transaction of [COMPANY] shall be equally considered an Affiliate and 20f48 Controlled Affiliate of [COMPANY] regardless of whether it is controlled by [COMPANY], directly or indirectly