5.2 Definitions. The following terms shall have the following meanings:
Agreement shall have the meaning set forth in the preamble.
Affiliate shall mean, respect to any Person, any other Person that controls, is controlled by, or is under common control with, such Person; the term control as used in this definition, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and controlled and controlling shall have meanings correlative to the foregoing.
Beneficially Own shall mean that a specified Person has or shares the right, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to vote shares of Capital Stock of the Company, and Beneficially Owned and Beneficial Owner shall have correlative meanings.
Board shall mean the board of directors of the Company.
Capital Stock means (i) with respect to any Person that is a corporation, any and all shares, interests or equivalents in capital stock of such corporation (whether voting or nonvoting and whether common or preferred) and (ii) with respect to any Person that is not a corporation, individual or governmental entity, any and all partnership, membership, limited liability company or other equity interests of such Person that confer on the holder thereof the right to receive a share of the profits and losses of, or the distribution of assets of, the issuing Person, including in each case any and all warrants, rights (including conversion and exchange rights) and options to purchase any of the foregoing.
Class A Common Stock shall have the meaning set forth in the Recitals.
Class B Common Stock shall have the meaning set forth in the Recitals.
Class C Common Stock shall have the meaning set forth in the Recitals.
Class D Common Stock shall have the meaning set forth in the Recitals.
Common Stock shall mean, collectively, the Class A Common Stock, Class B Common Stock, the Class C Common Stock and the Class D Common Stock.
Company shall have the meaning set forth in the preamble.
Continuing LLC Members shall mean the members of LD Holdings (excluding Parthenon Blocker) immediately prior to the IPO.
Designated Director shall have the meaning set forth in Section 2.3.
Effective Date shall have the meaning set forth in Section 1.1.
Family Group shall mean, as to any particular Person who is an individual, (i) such individuals spouse, domestic partner, parent, sibling and descendants (whether natural or adopted) (collectively, for purposes of this definition, relatives), (ii) such individuals executor or personal representative, (iii) any trust, or other entity formed for estate planning purposes, the trustee (or an equivalent thereof) of which is such individual or such individuals executor or personal representative and which at all times is and remains solely for the benefit of such individual and/or such individuals relatives, (iv) any corporation, limited partnership, limited liability company or other tax flow-through entity the governing instruments of which provide that such individual or such individuals executor or personal representative shall have the exclusive, nontransferable power to direct the management and policies of such entity and of which the sole owners of stock, partnership interests, membership interests or any other equity interests are limited to such individual, such individuals relatives and/or the trusts (or other entities) described in clause (iii) above, and (v) any retirement plan for such individual or such individuals relatives.