definiens: means, with respect to any person or entity, any other person or entity that controls, is controlledby, or is under common control with, such person or entity . For purposes of this Agreement, a person or entity shallbe deemed to control an entity if it owns or controls, directly or indirectly, at least fifty percent ( 50 % ) of the equitysecurities of the subject entity entitled to vote in the election of directors ( or, in the case of an entity that is not acorporation, for the election of the corresponding managing authority ), or otherwise has the power to direct themanagement and policies of such other entity . The Parties acknowledge that in the case of certain entities organizedunder the laws of certain countries outside the UnitedStates, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty ( 50 % ), andthat in such case such lower percentage will be substituted in the preceding sentence, provided that such foreigninvestor has the power to direct the affairs or management and policies of such entity