definiens: shall mean with respect to any person or entity, any other person or entity which controls, iscontrolled by or is under common control with such person or entity . A person or entity shall be regarded asin control of another entity if it owns or controls at least fifty percent ( 50 % ) of the equity securities of thesubject entity entitled to vote in the election of directors ( or, in the case of an entity that is not a corporation, for the election of the corresponding managing authority ), provided, however, that if local law restrictsforeign ownership, control shall be established by both ( i ) having direct or indirect ownership of themaximum ownership percentage that may, under such local law, be owned by foreign interests and ( ii ) havingthe power to direct and control the management and policies of such foreign entity, and provided further, however, that the term shall not include subsidiaries or other entities in which a Party or itsAffiliates owns a majority of the ordinary voting power necessary to elect a majority of the board of directorsor other governing board, but is restricted from electing such majority by contract or otherwise, until suchtime as such restrictions are no longer in effect