definiens: has the meaning given to it in clause 23.2 ; means, with respect to a party, any Person that, directly or indirectly, through one ( 1 ) or more intermediaries, controls, is controlled by or is under common control with such Party . For purposes of this definition, and, with correlative meanings, the terms, and means ( a ) the possession, directly or indirectly, of the power to direct the management or policies of a Person, whether through the ownership of voting securities, by contract relating to voting rights or corpor ate governance, or otherwise ; or ( b ) the ownership, directly or indirectly, of more than fifty percent ( 50 % ) of the voting securities or other ownership interest of a Person ( or, with respect to a limited partnership or other similar entity, its general pa rtner or controlling entity ) . The parties acknowledge that in the case of certain entities organized under the laws of certain countries outside of the United States, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent ( 50 % ), and that in such case such lower percentage shall be substituted in the preceding sentence, provided that such foreign investor has the power to direct the management or policies of such entity . shall be construed accordi ngly ; means a day ( other than a Saturday or Sunday ) on which banks generally are open for business in London, UK ; means [ * * * ], and means [ * * * ] ; means a claim by the Buyer for breach of a Business Warranty ; means the bank account notified by the Buyer to the Sellers ’ Representative from time to time ; means the Buyer and the Buyer ’s Group Undertakings ; means the Buyer or an undertaking which is a subsidiary undertaking or parent undertaking of the Buyer or a subsidiary undertaking of a parent undertaking of the Buyer and, for the avoidance of doubt, includes the Company from Completion, and shall be construed accordingly ; means the aggregate of all cash held by the Company immediately following Completion, but excluding the Pass Through Amount ; Confidential * * * Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission . [ * * * ] indicates that text has been omitted and is the subject of a confidential treatment request