definiens: shall mean, with respect to any Person, another Person that controls, is controlled by or is under common control with such first Person . A Person shall be deemed to control a nother Person if such first Person possesses, directly or indirectly, the power to direct or cause the direct ion of the management and policies of such first Person, wheth er through the ownership of voting securities, by c ontract or otherwise . Without limiting the generality of the f oregoing, a Person shall be deemed to control anoth er Person if any of the following conditions is met : ( a ) in the case of corporate entities, direct or indirect owne rship of at least fifty percent ( 50 % ) of the stock or shares having t he right to vote for the election of directors, and ( b ) in the case of non - corporate entities, direct or indirect owner ship 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 acknowledg e that in the case of certain entities organized under the la ws of certain countries outside of the United State s, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent ( 5 0 % ), and that in such case such lower percentage shall b e substituted in the preceding sentence, provided that such foreign investor has the power to direct the manage ment and policies of such entity