definiens: means, with respect to either Rhythm or Manufacturer, any corporation, company, partnership, joint venture and/or firm which contro ls, is controlled by or is under common control wit h Rhythm or Manufacturer, as the case may be . As used in the definition of Affiliate, means ( a ) in th e case of corporate entities, direct or indirect ownership of at least fifty percent ( 50 % ) of the stock or share s having the right to vote for the election of directors ( or suc h lesser percentage that is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction ), and ( b ) in the case of non - corporate entities, th e direct or indirect power to manage, direct or cause the direc tion of the management and policies of the non - corp orate entity or the power to elect at least fifty percent ( 50 % ) of the members of the governing body of such non - corporate entity