definiens: means, with respect to a Party, any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Party . For purposes of this defi nition, and, with correlative meanings, the terms and means : ( a ) the possession, directly or indirectly, of the power to direct the management or policies of a Person, whether through the ownership of v oting securities, by contract relating to voting rights or corporate governance, or otherwise ; or ( b ) the ownership, directly or indirectly, of at least fifty percent ( 50 % ) of the voting securities or other ownership interest of a Person ( or, with respect to a limited partnership or other similar entity, its general partner or controlling entity ) . The Parties acknowledge that in the case of certain entities organized under the laws of certain countries outside of the United States, the maximum percen tage ownership permitted by law for a foreign investor may be less than fifty percent ( 50 % ), and that in such case such lower percentage will be substituted in the preceding sentence ; provided that such foreign investor has the power to direct the manageme nt or policies of such entity