definiens: means, with respect to any Person, another Person which controls, is controlled by or is under commoncontrol with such Person . A Person shall be deemed to control another Person if such Person possesses, directly orindirectly, the power to direct or cause the direction of the management and policies of such Person, whether throughthe ownership of voting securities, by contract or otherwise . Without limiting the generality of the foregoing, a Personshall be deemed to control another Person if any of the following conditions is met : ( a ) in the case of corporateentities, direct or indirect ownership of at least fifty percent ( 50 % ) of the stock or shares having the right to vote forthe election of directors, and ( b ) in the case of non - corporate entities, direct or indirect ownership of at least fiftypercent ( 50 % ) of the equity interest with the power to direct the management and policies of such non - corporateentities . The Parties acknowledge that in the case of certain entities organized under the laws of certain countriesoutside of the United States, the maximum percentage ownership permitted by law for a foreign investor may be lessthan 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