definiens: or means, with respect to any entity, any Person that directly or indirectly, through one ormore intermediaries, controls, is controlled by or is under common control with such entity ; and for thepurposes of this definition, ( and the terms and ) means thepossession, directly or indirectly, of the power to direct or cause the direction of the management and policiesof such entity, directly or indirectly, whether through the ownership of voting securities or by contract orotherwise . Without limiting the generality of the foregoing, a Person shall be deemed to control another Personif any of the following conditions is met : ( a ) in the case of corporate entities, direct or indirect ownership of atleast fifty percent ( 50 % ) of the stock or shares having the right to vote for the election of directors, and ( b ) inthe case of non - corporate entities, direct or indirect ownership of at least fifty percent ( 50 % ) of the equityinterest with the power to direct the management and policies of such non - corporate entities . The Partiesacknowledge that in the case of certain entities organized under the laws of certain countries outside of theUnited States, the maximum percentage ownership permitted by law for a foreign investor may be less thanfifty percent ( 50 % ), and that in such case such lower percentage shall be substituted in the precedingsentence, provided that such foreign investor has the power to direct the management and policies of suchentity . For the purposes of this Agreement, ( i ) no Party or any of its Affiliates shall be considered an Affiliate ofany other Party or any of its Affiliates or of the Company or any of its Affiliates, and neither the Company norany of its Affiliates shall be considered an Affiliate of any Party or any of its Affiliates, simply by virtue of thisAgreement or the relationships created hereby or by the Company Organization Documents or any LocalOperating Agreement, and ( ii ) no Person shall be considered an Affiliate of a Party solely as a result of theirright to designate a member of such Party ’s board of directors