definiens: means any corporation, company, partnership, joint venture and/or firm which controls, is controlled by, or is under common control with a specified person or entity . For purposes of this Section 1.2, shall be presumed to exist if one of the following conditions is met : ( a ) in the case of corporate entities, direct or indirect ownership of at least fifty percent ( 50 % ) of the stock or shares having the right to vote for the election of directors, and ( b ) in the case of non - corporate entities, direct or indirect ownership of at least fifty percent ( 50 % ) of the equity interest with the power to direct the management and policies of such non - corporate entities . The Parties acknowledge that in the case of certain entities organized under the laws of certain countries outside of the United States, the maximum percentage ownership permitted by law for a foreign investor may < PAGE > CONFIDENTIAL EXECUTION COPY be less than fifty percent ( 50 % ), and that in such case such lower percentage shall be substituted in the preceding sentence, provided that such foreign investor has the power to direct the management and policies of such entity