definiens: means, with respect to a s pecified Person, any Person that directly or indirectly controls, is controlled by, or is under common control with the specified Person . As used in this definition, the term means the possession, directly or indirec tly, of the 1 EXECUTION VERSION power to direct or cause the direction of the manag ement and policies of a Person, whether through ownership of voting securit ies, by contract or otherwise . For purposes of this definition, shall be presumed to exist if one of the following conditions are met : ( a ) in the case of corporate entities, direct or indirect ownership of more than fifty percent ( 50 % ) of the stock or shares having the right to vote for the el ection of directors, and ( b ) in the case of non - corporate entities, direct or in direct ownership of more than fifty percent ( 50 % ) of the equity interest with the power to direct the management and policies of such non - corporate entit ies