definiens: means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by, or under direct or in direct common control with, such specified Person ; provided that the following Persons shall not be deemed to be Aff iliates of any of the Investors or any of their res pective Affiliates : ( a ) the Company and its subsidiaries an d ( b ) any portfolio company in which any of the Inv estors or any of their respective Affiliates has an investmen t ( whether debt or equity ) or any of such portfolio companies ’ controlled Affiliates, so long as, in the case of t his clause ( b ), such Person shall not have been act ing on behalf of or at the direction of any of the Investors or any of their respective Affiliates or received any Conf idential Information from or on behalf of any of the Investo rs ; provided, however, clause ( b ) shall not apply t o the use of the word in the definition of Investor Parties . For the purposes of this definition,, when used with respect to any specified Person, means the pow er to direct the management and policies of such Pe rson, directly or indirectly, whether through the ownersh ip of voting securities, by contract or otherwise ; and the terms and have meanings correlative to the foregoing