definiens: means, as to a Person as of any point in time and for so long as such relationshipcontinues to exist with respect to such Person, any other Person that controls, is controlled by or is undercommon control with such Person . A Person shall be regarded as in control of another Person if it ( a ) owns orcontrols at least fifty percent - 1 -(50 % ) of the equity securities of the subject Person entitled to vote in the election of directors or ( b ) possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of any such Person(whether through ownership of securities or other ownership interests, by contract or otherwise ) ; provided, however, that where an entity owns a majority of the voting power necessary to elect a majority of the board ofdirectors or other governing board of another entity, but is restricted from electing such majority by contract orotherwise, such entity will not be considered to be in control of such other entity until such time as suchrestrictions are no longer in effect . Notwithstanding the foregoing, CHOP shall be deemed to not be an Affiliate ofSpark