definiens: means, with respect to a Person, an y other Person that controls, is controlled by, or is under common control with such Person . For purposes of th is Agreement, a Person will be deemed to control an other Person if it owns or controls, directly or indirect ly, more than 50 % of the equity securities of such other Person entitled to vote in the election of directors ( or, in the case that such other Person is not a corpora tion, for the election of the corresponding managing authority ), or otherwise has the power to direct the management and policies of such other Pe rson . The Parties acknowledge that in the case of certain ent ities organized under the laws of certain countries outside the United States, the maximum percentage ownership per mitted by law for a foreign investor may be less th an 50 %, and that in such case such lower percentage will be substituted in the preceding sentence, provided th at such foreign investor has the power to direct the manage ment and policies of such entity