definiens: means, with respect to a Party, any Person that, directly or indirectly, through one ( 1 ) or moreintermediaries, controls, is controlled by or is under common control with such Party . For purposes of this definition, and, with correlative meanings, the terms and means ( i ) thepossession, directly or indirectly, of the power to direct the management or policies of a Person, whether through theownership of voting securities, by contract relating to voting rights or corporate governance, or otherwise, or ( ii ) theownership, directly or indirectly, of more than fifty percent ( 50 % ) of the voting securities or other ownership interest ofa Person ( or, with respect to a limited partnership or other similar entity, its general partner or controlling entity ) . TheParties acknowledge that in the case of certain entities organized under the laws of certain countries outside of theUnited States, the maximum percentage ownership permitted by law for a foreign investor may be less than fiftypercent ( 50 % ), and that in such case such lower percentage shall be substituted in the preceding sentence ; provided, that such foreign investor has the power to direct the management or policies of such entity