definiens: means, with respect to a subject Person, any other Person that, directly or indirectly, through one ( 1 ) or moreintermediaries, controls, is controlled by or is under common control with such subject Person . For purposes of this definition, and, with correlative meanings, the terms and means ( a ) the possession, directly or indirectly, of thepower to direct the management or policies of a Person, whether through the ownership of voting securities, by contract relating to votingrights or corporate governance, or otherwise ; or ( b ) the ownership, directly or indirectly, of more than fifty percent ( 50 % ) of the votingsecurities or other ownership interest of a Person ( or, with respect to a limited partnership or other similar entity, its general partner orcontrolling entity ) . The Parties 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 fifty percent ( 50 % ), and that insuch case such lower percentage shall be substituted in the preceding sentence, provided that such foreign investor has the power to directthe management or policies of such entity