definiens: means, with respect to a Person, any other Person that, directly or indirectly, through one ( 1 ) or moreintermediaries, controls, is controlled by or is under common control with such Person . For purposes of this deﬁnition, and, with correlativemeanings, the terms and means ( a ) the possession, directly or indirectly, of the power to direct themanagement or policies of a Person, whether through the ownership of voting securities, by contract relating to voting rights or corporate governance, orotherwise ; or ( b ) the ownership, directly or indirectly, of more than ﬁfty percent ( 50 % ) of the voting securities or other ownership interest of a Person ( or, with respect to a limited partnership or other similar entity, its general partner or controlling entity ) . The parties acknowledge that in the case of certainentities organized under the laws of certain countries outside of the United States, the maximum percentage ownership permitted by law for a foreigninvestor may be less than ﬁfty percent ( 50 % ), and that, in such case, such lower percentage shall be substituted in the preceding sentence, provided thatsuch foreign investor has the power to direct the management or policies of such entity