definiens: shall mean, with respect to any Person, another Person which controls, is controlled by or is under commoncontrol with such Person . A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership ofvoting securities, by contract or otherwise . Without limiting the generality of the foregoing, a Person shall be deemed tocontrol another Person if any of the following conditions is met : ( i ) in the case of corporate entities, direct or indirectownership of more than fifty percent ( 50 % ) of the stock or shares having the right to vote for the election of directors, and(ii ) in the case of non - corporate entities, direct or indirect ownership of more than fifty percent ( 50 % ) of the equity interestwith the power to direct the management and policies of such non - corporate entities . The parties acknowledge that in the caseof certain entities organized under the Laws of certain countries outside of the United States, the maximum percentageownership permitted by Law for a foreign investor may be less than fifty percent ( 50 % ), and that in such case such lowerpercentage shall be substituted in the preceding sentence, provided that such foreign investor has the power to direct themanagement and policies of such entity . For the purposes of this Agreement, in no event shall the Investor or any of itsAffiliates be deemed Affiliates of the Company or any of its Affiliates, nor shall the Company or any of its Affiliates be deemed Affiliates of the Investor or any ofits Affiliates