definiens: means, with respect to any Person, any Person con trolling, controlled by or under common controlwith such Person . For purposes of this Section 1.9 ( Affiliate ), the term ( including, with c orrelative meaning, the terms and ), as used with respect to any Person, means thepossession, directly or indirectly, of more than fi fty percent ( 50 % ) of the voting stock or other owne rship interest ofsuch Person, or the possession, directly or indirec tly, of the power to direct or cause the direction of the affairs ormanagement and policies of such Person or the power to elect or appoint more than fifty percent ( 50 % ) of themembers of the governing body of such Person . The P arties acknowledge that in the case of certain enti tiesorganized under the laws of certain countries outsi de the United States, the maximum percentage owners hippermitted by law for a foreign investor may be less than fifty percent ( 50 % ), and that in such case su ch lowerpercentage will be substituted in the preceding sen tence ; provided, however, that such foreign investor has the powerto direct the affairs or management and policies of such entity