definiens: means, with respect to any Person, any other Pers on that controls, is controlled by, or is under common control with, such Person . For purpose s of this Agreement, a Person shall be deemed to co ntrol another Person if it owns or controls, directly or indirectly, at least fifty percent ( 50 % ) of the equ ity securities of such other Person entitled to vote in the election of directors ( or, in the case that such other Perso n is not a corporation, for the election of the corresponding managing authority ), or otherwise has the power to direct the management and policies of such other Person . The P arties acknowledge that in the case of certain enti ties organized under the laws of certain countries outsi de the United States, the maximum percentage owners hip permitted by law for a foreign investor may be less than fifty percent ( 50 % ), and that in such case su ch lower percentage will be substituted in the preceding sen tence, provided that such foreign investor has the power to direct the management and policies of such entity