definiens: means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by or is under common control withsuch Person ; provided, that for purposes of this Agreement, ( a ) shall not include any portfolio company of any Sponsor or any of its Affiliatesand ( b ) after the Closing, ( x ) no Sponsor or holder of shares of Company Common Stock prior to the Closing or Person that would be a CompanyRelated Partyof such Sponsor or holder shall be considered an Affiliate of the Company or any Subsidiary of the Company and ( y ) neither the Company nor anySubsidiary of the Company shall be considered an Affiliate of any Sponsor or holder of shares of Company Common Stock prior to the Closing or anyPerson that would be a Company Related Party of such Sponsor or holder . The term for the purposes of this definition, means the power todirect or cause the direction of the management or policies of the controlled Person