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  1. (1) (in relation to a firm or other undertaking ("A")) other than an UK insurance intermediary) (in accordance with section 422 of the Act (Controller)) a person who falls within any of the following cases; the cases are where the person:17
    1. (a) holds 10% or more of the shares in A; or
    2. (b) is able to exercise significant influence over the management of A through his shareholding in A; or
    3. (c) holds 10% or more of the shares in a parent undertaking ("P") of A; or
    4. (d) is able to exercise significant influence over the management of P through his shareholding in P; or
    5. (e) is entitled to exercise, or control the exercise of, 10% or more of the voting power in A; or
    6. (f) is able to exercise significant influence over the management of A through his voting power in A; or
    7. (g) is entitled to exercise, or control the exercise of, 10% or more of the voting power in P; or
    8. (h) is able to exercise significant influence over the management of P through his voting power in P;
  2. (2) (in relation to an UK insurance intermediary) (in accordance with article 17 of the Insurance Intermediaries Order) a person who would fall within (1) if 20% were substituted for 10%;17in (1) and (2) of this definition:17
    1. (i) "the person" means:
      1. (A) the person; or
      2. (B) any of the person's associates; or
      3. (C) the person and any of his associates;
    2. (ii) "associate", in relation to a person ("H") holding shares in an undertaking ("C") or entitled to exercise or control the exercise of voting power in relation to another undertaking ("D"), means:
      1. (A) the spouse of H;
      2. (B) a child or stepchild of H (if under 18);
      3. (C) the trustee of any settlement under which H has a life interest in possession (or in Scotland a life interest);
      4. (D) an undertaking of which H is a director;
      5. (E) a person who is an employee or partner of H;
      6. (F) if H is an undertaking:
        1. (I) a director of H;
        2. (II) a subsidiary undertaking of H;
        3. (III) a director or employee of such a subsidiary undertaking; and
      7. (G) if H has with any other person an agreement or arrangement with respect to the acquisition, holding or disposal or shares or other interests in C or D or under which they undertake to act together in exercising their voting power in relation to C or D, that other person;
    3. (iii) "settlement" includes any disposition or arrangement under which property is held on trust (or subject to a comparable obligation);
    4. (iv) "shares" means:
      1. (A) in relation to an undertaking with a share capital, allotted shares;
      2. (B) in relation to an undertaking with capital but no share capital, rights to share in the capital of the undertaking;
      3. (C) in relation to an undertaking without capital, interests:
        1. (I) conferring any right to share in the profits, or liability to contribute to the losses, of the undertaking, or
        2. (II) giving rise to any obligation to contribute to the debts or expenses of the undertaking in the event of a winding up.32