definiens: shall mean, ( a ) with respect to [COMPANY], any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with [COMPANY], and ( b ) with respect to HPA, any Person, that, directly or indi rectly, through one or more intermediaries, is controlled by HPA . For purposes of this definition, and, with correlative meanings, the terms and shall mean ( a ) the possession, directly or indirectly, o f the power to direct the management or policies of a Person, whether through the ownership of voting securities, by contract relating to voting rights or corporate governance, by application of applicable law, 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 ) ; provided that, if local law rest ricts foreign ownership, control will be established by direct or indirect ownership of the maximum ownership percentage that may, under such local law, be owned by foreign interests