definiens: means, as applied to the Company or any other specified Person, any Person directly or indirectlycontrolling, controlled by or under direct or indirect common control with the Company ( or other specified Person ) andshall also include : ( a ) any Person who is an officer or director of the Company or any Subsidiary ( or other specifiedPerson ) or beneficial owner of Capital Securities of the Company ( or other specified Person ) representing at least fivepercent ( 5 % ) of the then - outstanding Common Stock on a Fully Diluted Basis, and Family Members of any suchPerson ; ( b ) any Person of which the Company ( or other specified Person ) shall, directly or indirectly, beneficially ownequity securities representing at least ten percent ( 10 % ) of the then - outstanding equity securities of such Person on afully diluted basis ; and ( c ) in the case of a specified Person who is an individual, any Family Member of such Person