definiens: means, with respect to any Person, any other Person that, directly orindirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, suchPerson, and the term ( including the terms and ) means thepossession, directly or indirectly, of the power to direct or cause the direction of the management and policies of suchPerson, whether through ownership of voting securities, by contract or otherwise, provided, however, that for purposesof this Agreement ( x ) none of the Company ’s or its Subsidiaries ’ stockholders or debtholders or any 98 of such stockholders ’ or debtholders ’ respective Affiliates ( other than the Company ’s Subsidiaries ), portfoliocompanies ( i.e., those that have received investments from such stockholders, debtholders or their Affiliates in theform of debt and/or equity ), general partners or any of their respective officers, directors, employees or members shallbe deemed an Affiliate of the Company, ( y ) none of the Buyer Parent ’s or its Subsidiaries ’ stockholders or debtholdersor any of such stockholders ’ or debtholders ’ respective Affiliates ( other than the Buyer Entities ) shall be deemed anAffiliate of the Buyer or the Buyer Parent and ( z ) the Company, its Subsidiaries, their stockholders and debtholders, and their stockholders ’ and debtholders ’ respective Affiliates, shall not be deemed an Affiliate of the Buyer Parent orany of the Buyer Entities