definiens: of an entity or person means any other entity or person which ( directly or indirectly ) is controlled by, controls or isunder common control with such first entity or person ; provided that ( i ) Alfred E. Mann the individual will not be an Affiliate of either Partyhereunder and ( ii ) no entity controlled by Alfred E. Mann will be treated as an Affiliate of a Party hereunder if such entity is not otherwise anAffiliate of such Party . For purposes of this definition, the term ( including, with correlative meanings, the terms and ) as used with respect to an entity means ( i ) in the case of a corporate entity, direct or indirect ownership ofvoting securities entitled to cast more than fifty percent ( 50 % ) of the votes in the election of directors or ( ii ) in the case of a non - corporateentity, direct or indirect ownership of more than fifty percent ( 50 % ) of the equity interests with the power to direct the management andpolicies of such entity, provided that if local law restricts foreign ownership, control will be established by direct or indirect ownership of themaximum ownership percentage that may, under such local law, be owned by foreign interests