definiens: means, with respect to a Person, any other Person that controls, is controlled by, or is under common control with such Person . For pu rposes of this Agreement, a Person will be deemed t o control another Person if it owns or controls, dire ctly or indirectly, more than fifty percent ( 50 % ) o f the equity securities of such other Person entitled to vote in the election of directors ( or, in the case that such other Person is not a corporation, for the election of the corresponding managing authority ), or other wise has the power to direct the management and policies of such other Person . The Parties acknowledge that in the case of certain entities organized under the la ws of 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 will be substituted in the preceding sentence, prov ided that such foreign investor has the power to direct the management and policies of such entity