definiens: shall mean, with respect to an y Person, any other Person which directly or indire ctly controls, is controlled by, or is under common control with, such Person . A Person shall be regarded as in contr ol of another Person if it owns, or directly or indirectl y controls, more than fifty percent ( 50 % ) of the vo ting stock or other ownership interest of the other Person ( or su ch lesser percentage as is the maximum percentage p ermitted under applicable law for foreign ownership where co ntrol is exercised by contract or otherwise ), or if it directly or indirectly possesses the power to direct or caus e the direction of the management and policies of t he other Person by any means whatsoever ( provided, however, that in the case of an entity organized under Section 501(c)(3 ) of the Internal Revenue Code, the direct or indirect power of a party to direct or c ause the direction of the management and policies of the ent ity shall not in and of itself cause the entity to be deemed an Affiliate for purposes of this Agreement )