definiens: ( including, with correlative meaning, the terms or ) means the actual power, either directly or indirectly through one or moreintermediaries, to direct the management and policies of such entity, whether by the ownership of * * * of the Voting Stock ofsuch entity, by contract or otherwise . The Parties acknowledge that in the case of certain entities organized under the laws ofcertain countries outside of the United States, the maximum percentage ownership permitted by law for a foreign investor maybe less than * * *, and that in such case such lower percentage shall be substituted in the preceding sentence, provided thatsuch foreign investor has the power to direct the management and policies of such entity . Notwithstanding the foregoing, anentity shall not be deemed an Affiliate by virtue of ownership of greater than * * * of such entity if such ownership is coupledwith limitations, contractual or otherwise, that prevent such owner from directing the management and policies of such entity * * *