LD Corp. shall mean loanDepot, Inc., a Delaware corporation.
LD Holdings shall mean loanDepot Holdings, LLC, a Delaware limited liability company.
LD Intermediate shall mean LD Intermediate, LLC, a Delaware limited liability company.
Overhead Costs means, with respect to LD Corp., LD Holdings or LD Intermediate or any of their respective subsidiaries (i) customary compensation, fees and expense reimbursements to their respective directors, officers and managers, and (ii) costs and expenses related to (A) compliance with Sarbanes-Oxley and other applicable securities laws (including, without limitation, the costs of any reporting requirements in connection with such compliance), (B) investor relations, shareholder meetings and shareholder reporting, (C) the acquisition and maintenance of customary directors and officers insurance, (D) listing fees, (E) corporate overhead costs (including, without limitation, the costs of audits) and costs related to maintenance of corporate existence, and (F) executive, legal and professional fees associated with the foregoing.
Restructuring Transactions shall mean the following transactions undertaken in connection with the IPO: (a) the creation of LD Holdings and LD Intermediate, a wholly-owned subsidiary of LD Holdings, (b) the assignment to LD Holdings and LD Intermediate of all of the equity of Seller, such that following such assignment LD Holdings would own not less than [***]% of the equity in Seller, and LD Intermediate would own [***]% or less of the equity in Seller, (c) the ownership of all of the equity of LD Holdings by (i) LD Corp., and (ii) certain of the pre-IPO owners of Seller, and (d) the ownership of LD Corp. by certain of the pre-IPO owners of Seller and the investors in the public shares under the IPO.
S-1 Filing shall mean the Form S-1 Registration Statement dated as of October 8, 2015, filed by LD Corp. with the SEC, as amended, restated, supplemented or otherwise modified from time to time prior to the IPO.
Total Liabilities shall mean as of any date of determination, the total liabilities on such date of determination, to be determined in accordance with GAAP.
Use of IPO Proceeds shall mean the use of proceeds from the IPO set forth in the section entitled Use of Proceeds in the S-1 Filing.
(b) Section 2 of the Repurchase Agreement, as amended by Section 4 of Annex I of the Repurchase Agreement, is hereby amended by deleting the definitions Affiliate, Change of Control, and Maximum Aggregate Purchase Price in their respective entirety and replacing them with the following new definitions:
Affiliate shall mean, with respect to any Person, any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, control (together with the correlative meanings of controlled by and under common control with) means possession, directly or indirectly, of the power (a) to vote [***]% or more of the securities (on a fully diluted basis) having ordinary voting power for the directors or managing general partners (or their equivalent) of such Person, or (b) to direct or cause the direction of the management or policies of such Person,
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