definiens: shall mean, with respect to either Party, any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the specified Party . For the purposes of this definition, the term, as applied to any person or entity, means the ownership or control, directly or indirectly, of more than the lesser of ( a ) fifty percent ( 50 % ) or ( b ) the maximum percentage allowed by law in the country of the controlled person or entity, of all of the voting power of the shares ( or other securities or rights ) entitled to vote for the election of directors or other governing authority giving the Party the power to direct or cause the direction of the management and policies of the person or other entity or the power to elect or appoint fifty percent ( 50 % ) or more of the members of the governing body of the person or other entity ; provided that such person or entity shall be considered an only during the time that such exists