definiens: means, with respect to a Person, any other Person that controls, is controlled by, or is under commo n control with such Person . For purposes of this Agreement, a Person will be deemed to control another Person if it owns or controls, directly or indirectly, more than 50 % of the equity securities of such other Person entitled to vote in the election of directors ( or, in the case that such ot her Person is not a corporation, for the election o f the corresponding managing authority ), or otherwise has the power to direct the management and policies of such other Pe rson . The Parties acknowledge that in the case of certain ent ities organized under the laws of certain countries outside the United States, the maximum percentage ownership per mitted by law for a foreign investor may be less th an 50 %, and that in such case such lower percentage will be substituted in the preceding sentence, provided that such foreign investor has the power to direct the manage ment and policies of such entity . Neither of the Pa rties will be deemed to be an of the other solely as a result of their entering into this Agreement