definiens: means any business entity controlling, controlled by, or under common control with any Party . For thepurpose of this Section 1.1 only, means ( a ) the possession, directly or indirectly, of the power to direct themanagement or policies of a business entity, whether through the ownership of voting securities, by contract or otherwise, or(b ) the ownership, directly or indirectly, of more than fifty percent ( 50 % ) of the voting securities or other ownership interestof a business entity ; provided that, if local law requires a minimum percentage of local ownership, control will be establishedby direct or indirect beneficial ownership of one hundred percent ( 100 % ) of the maximum ownership percentage that may, under such local law, be owned by foreign interests . Notwithstanding anything to the contrary, for purposes of this Agreement, neither IE nor [COMPANY] shall be deemed to be an Affiliate of [COMPANY] Canada or [COMPANY] US, or any Affiliate of [COMPANY] US or ShellCanada