Control (including, with correlative meanings, the terms Controlled by and under common Control with), with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, control of the board of directors, by contract or otherwise.
Corporate Opportunity has the meaning given that term in Section 13.01(a).
Credit Agreement shall mean that certain Credit Agreement, dated as of February 26, 2019, among the Company, QuoteLab, LLC, a Delaware limited liability company, the Subsidiaries of the Company from time to time party thereto, the lenders from time to time party thereto and Monroe Capital Management Advisors, LLC, as the administrative agent.
Designating Member has the meaning given that term in Section 6.02(a).
Director has the meaning given that term in Section 6.02(b).
Distributable Cash shall mean all cash, revenues and funds received by the Company from its operations and assets, less the sum of the following (to the extent paid or set aside by the Company): (i) all principal and interest payments on indebtedness and all other sums paid to lenders; (ii) all cash expenditures incurred in the normal operation of the Companys business; and (iii) such reserves as the Board of Directors, in its sole discretion, deems reasonably necessary for the proper operation of the Companys business.
Drag Along Group has the meaning given that term in Section 9.04(a).
Drag Along Percentage has the meaning given that term in Section 9.04(a).
Drag Along Right has the meaning given that term in Section 9.04(a).
Encumbrance means any security interest, claim, lien, pledge, option, encumbrance, charge, agreement, voting trust, proxy or other arrangement or restriction.
Entity shall mean any general partnership, limited partnership, corporation, joint venture, trust, business trust, limited liability company, limited liability partnership, cooperative or association.
Entity Taxes shall mean any U.S. federal, state, local and other taxes imposed on or payable by the Company or any Subsidiary of the Company under the BBA Rules (including any interest, fines, assessments, penalties or additions to tax imposed in connection therewith or with respect thereto).
Estimated Tax Distribution has the meaning given that term in Section 5.01(c).
Exchange Act has the meaning given that term in Section 18.04(d).
Existing LLC Agreement has the meaning given that term in the recitals.