definiens: . Affiliate means any co rporation, company, partnership, joint venture and/or firm that control s, is controlled by, or is under common control with a Person . For purposes of this Section 1.2, shall mean ( a ) in the case of corporate entities, d irect or EXECUTION COPY indirect ownership of at least fifty percent ( 50 % ) of the stock or shares having the right to vote for the election of directors, an d ( b ) in the case of non - corporate entities, direct or indirect ownershi p of at least fifty percent ( 50 % ) of the equity interest with the power to dire ct the management and policies of such non - corporate entities . The Partie s acknowledge that in the case of certain entities organized under the laws o f certain countries outside the United States, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent ( 50 % ), and that in such case such lower percentage shall be substituted in the p receding sentence, PROVIDED THAT such foreign investor has the power to direct the management and policies of such entity