definiens: shall mean any Person that directly or indirectly controls, or is controlled by, or is under commoncontrol with, a Party to this Agreement . For the purposes of this definition, ( with correlative meanings for theterms and ) means ( a ) ownership, directly or through one or moreintermediaries, of fifty percent ( 50 % ) or more of the shares of stock entitled to vote for the election of directors of theapplicable entity, in the case of a corporation, or fifty percent ( 50 % ) or more of the equity and governing interest inthe case of any other type of legal entity, or ( b ) any other arrangement ( contractual or otherwise ) whereby a Party hasthe actual ability to direct and control the management and policies of the applicable entity . The Parties acknowledgethat in the case of certain entities organized under the laws of certain countries, the maximum percentage ownershippermitted by law for a foreign investor may be less than fifty percent ( 50 % ), and that in such case such lowerpercentage shall be substituted in the preceding sentence, provided that such foreign investor has the power to directthe management and policies of such entity