definiens: ( including, with correlative meanings,, and ) means, with r\!spt : ct to a Person, possession, direct or indirect, of ( a ) the power to direct or cause direction of the management and policies of su<.:h Person ( whether tlu·ough ownership of securities or partnership or other ownership interests, by contract or otherwise ), or ( b ) atieast fifty percent ( 50 % ) of the vOling securities ( whether directly or pursuant to any option, warrant, or other similar arrangement ) or other comparable equity interests . The Parties acknowledge that, in the case of certain entities organi;lcd under the Laws of certain countries, the maximum pt : rccntage ownership permitted by Law for a foreign investor may be less than fifty percent COITIAL ( 50 % ), and in such ca ~ c 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 . Notwithst anding the foregoing, any portfolio company of any stockholder of such Person ( which stockholder is a venture capital fund or private equity fund ) shall not be deemed to be such Person