Definitions Clause Example with 8 Variations from Business Contracts
This page contains Definitions clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings set forth below: "Affiliate" of any particular Person means any other Person controlling, controlled by, or under common control with such particular Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract, or otherwise. "Board" means the Board of Managers of the Company or any ...successor governing body thereto. "Common Units" means "Class A Common Units", as such term is defined in the Limited Liability Company Agreement. "Committee" means the committee of the Board which may be designated by the Board to administer the Plan. The Committee shall be composed of two or more managers as appointed from time to time to serve by the Board. "Limited Liability Company Agreement" means "LLC Agreement" means the Limited Liability Company Agreement of the Company, dated on or about the date hereof among the parties from time to time party thereto, as amended from time to time pursuant to its terms. "Participants" means present and future employees, managers, consultants or advisers of the Company or its Subsidiaries, as such persons may be selected in the sole discretion of the Committee. "Person" means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof. "Preferred Units" means the "Class A Preferred Units", as such term is defined in the Limited Liability Company Agreement. "Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. "Securityholders Agreement" means the Securityholders Agreement, dated on or about the date of the adoption of this Plan, among the Company and holders of the Units signatories thereto, as the same may be amended, supplemented or otherwise modified from time to time. "Units" has the meaning given to such term in the Limited Liability Company Agreement.View More
Variations of a "Definitions" Clause from Business Contracts
Definitions. Capitalized Certain terms used but not otherwise defined herein shall in this Plan have the meanings set forth below: "Affiliate" of any particular Person means any other Person controlling, controlled by, or under common control with such particular Person, where "control" "Class C Units" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract, or otherwise. "Board" means the Boa...rd of Managers of the Company or any successor governing body thereto. "Common Units" means "Class A Common Units", Company's Class C Units as such term is defined in the Limited Liability Company LLC Agreement. "Committee" means the committee of the Board which may be designated by the Board to administer the Plan. The Committee All Class C Units shall be composed of two or more managers as appointed from time to time to serve by the Board. "Limited Liability Company Agreement" means Management Incentive Units. "LLC Agreement" means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated on or about as of November 4, 2019, as the date hereof among the parties from time to time party thereto, as same may be further amended from time to time in accordance with its terms. "Management Incentive Units" means Class C Units or such other class of Units that are issued pursuant to its terms. "Participants" means present and future employees, managers, consultants a Management Incentive Plan or advisers of the Company or its Subsidiaries, an Incentive Unit Grant Agreement, as such persons may be selected terms are defined in the sole discretion of the Committee. LLC Agreement. "Person" means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof. "Preferred Units" means the "Class A Preferred Units", as such term is defined in the Limited Liability Company Agreement. "Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) (b) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. "Securityholders Agreement" means For purposes hereof, references to a "Subsidiary" of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the Securityholders Agreement, dated on or about the date term "Subsidiary" refers to a Subsidiary of the adoption Company. 3. Issuance of Management Incentive Units. Subject to the limitations set forth in the LLC Agreement, the Board shall have the power and authority to issue to eligible Participants selected by the Board up to an aggregate amount of 6,845,297 Management Incentive Units (the "Incentive Unit Cap") at any time prior to the termination of this Plan, among Plan. The Board shall have the Company power and holders of discretion to issue Management Incentive Units to a Participant in such quantity, on such terms and subject to such conditions that are consistent with this Plan and established by the Board. Any Management Incentive Units signatories thereto, issued under this Plan shall be subject to such terms and evidenced by an Incentive Unit Grant Agreement as the same may shall be amended, supplemented or otherwise modified determined from time to time. "Units" has time by the meaning given Board. In the event the Board grants Class C Units to a Participant, the Board shall designate whether such term in the Limited Liability Company Agreement. Class C Units are Class C-1 Units or Class C-2 Units. View More
Definitions. Capitalized For purposes of this Note, the following capitalized terms used but not otherwise defined herein shall have the meanings set forth below: following meaning. "Affiliate" of any particular Person means any other Person controlling, controlled by, controlling or under common control with such particular Person, where Person. As used in this definition, "control" means the (including, with its correlative meanings, "controlling," "controlled by" and "under common control with") shall mea...n possession, directly or indirectly, of the power to direct or cause the direction of management and or policies of a Person whether (whether through the ownership of voting securities, by contract, contract or otherwise. "Board" means the Board of Managers of the Company or any successor governing body thereto. "Common Units" means "Class A Common Units", as such term is defined in the Limited Liability Company Agreement. "Committee" means the committee of the Board which may be designated by the Board to administer the Plan. The Committee shall be composed of two or more managers as appointed from time to time to serve by the Board. "Limited Liability Company Agreement" means "LLC Agreement" means the Limited Liability Company Agreement of the Company, dated on or about the date hereof among the parties from time to time party thereto, as amended from time to time pursuant to its terms. "Participants" means present and future employees, managers, consultants or advisers of the Company or its Subsidiaries, as such persons may be selected in the sole discretion of the Committee. otherwise). "Person" means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an investment fund, any other business entity organization and a governmental entity or any department, agency or political subdivision thereof. "Preferred Units" "Sale of the Company" means the "Class A Preferred Units", sale of the Company to any Person or group of Persons pursuant to which such Person or Persons acquire (i) capital stock of the Company either representing more than 50% of the outstanding capital stock of the Company and/or possessing the voting power to elect a majority of the board of directors of the Company (whether by merger, consolidation, sale, or transfer of the Company's capital stock) or (ii) all or substantially all the Company's assets determined on a consolidated basis. "Side Letter" means that certain letter agreement, dated as such term is defined in of the Limited Liability date hereof, by and between the Company Agreement. and the Holder. "Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, association or other business entity (other than a corporation), entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, association or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, association or other business entity. "Securityholders Agreement" means -4- 8. Cancellation. After the Securityholders Agreement, dated entire Payment Obligation Amount at any time owed on or about the date of the adoption of this Plan, among Note has been paid in full, this Note shall be surrendered to the Company for cancellation and holders of the Units signatories thereto, as the same may shall not be amended, supplemented or otherwise modified from time to time. "Units" has the meaning given to such term in the Limited Liability Company Agreement. reissued. View More
Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings set forth below: "Affiliate" of any particular Person means any other Person controlling, controlled by, or under common control with such particular Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract, or otherwise. "Board" means the Board of Managers of the Company or any ...successor governing body thereto. "Common Units" means "Class A Common Units", as such term is defined in the Limited Liability Company Agreement. "Committee" means the committee of the Board which may be designated by the Board to administer the Plan. The Committee shall be composed of two or more managers as appointed from time to time to serve by the Board. "Limited Liability Company Agreement" means "LLC Agreement" means the Limited Liability Company Agreement of the Company, dated on or about the date hereof among the parties from time to time party thereto, as amended from time to time pursuant to its terms. "Participants" means present and future employees, managers, consultants or advisers of the Company or its Subsidiaries, as such persons may be selected in the sole discretion of the Committee. "Person" means and includes an individual, a partnership, a corporation, an association, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof. "Preferred Units" thereof and any other entity. "Pro Rata Bonus" means the "Class A Preferred Units", product of (a) the actual Bonus for fiscal year in which the Date of Termination occurs, as determined by the compensation committee of the Board based on actual performance for the year relative to the preestablished targets, (b) multiplied by a fraction, the numerator of which is the number of days in such term fiscal year up to and including the Date of Termination and the denominator of which is defined in the Limited Liability Company Agreement. 365. "Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. "Securityholders Agreement" means For purposes hereof, references to a "Subsidiary" of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the Securityholders Agreement, dated on or about the date term "Subsidiary" refers to a Subsidiary of the adoption of this Plan, among Company. "Successor" means a corporation or other entity acquiring all or substantially all the Company assets and holders business of the Units signatories thereto, as the same may be amended, supplemented Company, whether by operation of law, by assignment or otherwise modified from time to time. "Units" has the meaning given to such term in the Limited Liability Company Agreement. otherwise. View More
Definitions. Capitalized The following capitalized terms used but not otherwise defined herein shall have the meanings set forth below: "Affiliate" following definitions for purposes of any particular Person means any other Person controlling, controlled by, or under common control with such particular Person, where "control" this Purchase Agreement: (a) "Common Stock" means the possession, directly or indirectly, Common Stock of the power to direct the management and policies of a Person whether through the... ownership of voting securities, by contract, or otherwise. "Board" means the Board of Managers of the Company or any successor governing body thereto. "Common Units" means "Class A Common Units", as such term is defined in the Limited Liability Company Agreement. "Committee" means the committee of the Board which may be designated by the Board to administer the Plan. The Committee shall be composed of two or more managers as appointed from time to time to serve by the Board. "Limited Liability Company Agreement" means "LLC Agreement" means the Limited Liability Company Agreement of the Company, dated on or about the date hereof among the parties from time to time party thereto, as amended from time to time pursuant to its terms. "Participants" means present and future employees, managers, consultants or advisers of the Company or its Subsidiaries, as such persons may be selected in the sole discretion of the Committee. Pubco. (b) "Person" means an individual, a partnership, a corporation, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an investment fund, any other business entity organization and a governmental entity or any department, agency or political subdivision thereof. "Preferred Units" (c) "Securities Act" means the "Class A Preferred Units", Securities Act of 1933, as such term is defined in the Limited Liability Company Agreement. amended from time to time. (d) "Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, association or other business entity (other than a corporation), entity, a majority of the limited liability company; partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, association or other business entity gains or losses or shall be or control any the managing director or general partner of such limited liability company, partnership, association, association or other business entity. "Securityholders Agreement" means the Securityholders Agreement, dated on or about the date of the adoption of this Plan, among the Company and holders of the Units signatories thereto, as the same may be amended, supplemented or otherwise modified from time to time. "Units" has the meaning given to such term in the Limited Liability Company Agreement.View More
Definitions. Capitalized The following capitalized terms used but not otherwise defined herein shall have the meanings set forth below: "Affiliate" following definitions for purposes of any particular Person means any other Person controlling, controlled by, or under common control with such particular Person, where "control" this Purchase Agreement: (a) "Common Stock" means the possession, directly or indirectly, Common Stock of the power to direct the management and policies of a Person whether through the... ownership of voting securities, by contract, or otherwise. "Board" means the Board of Managers of the Company or any successor governing body thereto. "Common Units" means "Class A Common Units", as such term is defined in the Limited Liability Company Agreement. "Committee" means the committee of the Board which may be designated by the Board to administer the Plan. The Committee shall be composed of two or more managers as appointed from time to time to serve by the Board. "Limited Liability Company Agreement" means "LLC Agreement" means the Limited Liability Company Agreement of the Company, dated on or about the date hereof among the parties from time to time party thereto, as amended from time to time pursuant to its terms. "Participants" means present and future employees, managers, consultants or advisers of the Company or its Subsidiaries, as such persons may be selected in the sole discretion of the Committee. Issuer. (b) "Person" means an individual, a partnership, a corporation, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an investment fund, any other business entity organization and a governmental entity or any department, agency or political subdivision thereof. "Preferred Units" (c) "Securities Act" means the "Class A Preferred Units", Securities Act of 1933, as such term is defined in the Limited Liability Company Agreement. amended from time to time. (d) "Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, association or other business entity (other than a corporation), entity, a majority of the limited liability company; partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, association or other business entity gains or losses or shall be or control any the managing director or general partner of such limited liability company, partnership, association, association or other business entity. "Securityholders Agreement" means the Securityholders Agreement, dated on or about the date of the adoption of this Plan, among the Company and holders of the Units signatories thereto, as the same may be amended, supplemented or otherwise modified from time to time. "Units" has the meaning given to such term in the Limited Liability Company Agreement.View More
Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings set forth below: "Affiliate" of shall mean, with respect to any particular Person means Person, any other Person controlling, which, directly or indirectly, controls, is controlled by, by or under common control with such particular Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by... contract, or otherwise. Person. "Board" means the Board of Managers of the Company or any successor governing body thereto. "Common Company. "Class Y Common Units" means "Class A Common Units", as has the meaning given to such term is defined in the Limited Liability Company Agreement. "Committee" means the committee of the Board which may be designated by the Board to administer the Plan. The Committee Committee, if so created by the Board, shall be composed of two three or more managers as appointed from time to time to serve by the Board. Board, or such other number of managers as may be determined by the Board in its sole discretion. "Limited Liability Company Agreement" means "LLC Agreement" the Company's Second Amended and Restated Limited Liability Company Agreement, dated as of December 24, 2012, among the Members of the Company set forth therein, as the same may be amended, supplemented or otherwise modified from time to time. "Members" means the members of the Company as set forth from time to time on the Schedule of Unitholders to the Limited Liability Company Agreement of the Company, dated on or about the date hereof among the parties from time to time party thereto, as amended from time to time pursuant to its terms. Agreement. "Participants" means present and future employees, managers, consultants or advisers of the Company or its Subsidiaries, Subsidiaries (including without limitation Trilogy Management Investors Two, LLC), as such persons may be selected in the sole discretion of the Committee. "Person" means an individual, a partnership, a corporation, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an investment fund, any other business entity organization and a governmental entity or any department, agency or political subdivision thereof. "Preferred Units" "Sponsor" means the "Class A Preferred Units", as such term is defined in the Limited Liability Company Agreement. Parthenon LoanDepot Holdings, Inc., a Delaware corporation. "Subsidiary" means, with respect to or "Subsidiaries" means any Person, any corporation, limited liability company, partnership, association, or business entity Person of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person the Company or one or more of the other its Subsidiaries of that Person or a combination thereof, thereof; or (ii) if a limited liability company, partnership, association, association or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person the Company or one or more of its Subsidiaries of that Person or a combination thereof. For purposes hereof, (A) a Person or Persons shall be deemed to have own a majority ownership interest in such a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other such business entity entity's gains or losses or losses, shall be or control any managing director or general partner of such limited liability company, partnership, association, business entity (other than a corporation), or other business entity. "Securityholders Agreement" means the Securityholders Agreement, dated on or about the date shall be able to appoint a majority of the adoption of this Plan, among the Company and holders members of the Units signatories thereto, as board of managers of such entity; and (B) the same may be amended, supplemented or otherwise modified from time to time. term Subsidiary shall include all Subsidiaries of such Subsidiary. "Units" has the meaning given to such term in the Limited Liability Company Agreement. View More
Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings set forth below: "Affiliate" of shall mean, with respect to any particular Person means Person, any other Person controlling, which, directly or indirectly, controls, is controlled by, by or under common control with such particular Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by... contract, or otherwise. Person. "Board" means the Board of Managers of the Company or any successor governing body thereto. "Common Company. "Class Z Common Units" means "Class A Common Units", as has the meaning given to such term is defined in the Limited Liability Company Agreement. "Committee" means the committee of the Board which may be designated by the Board to administer the Plan. The Committee Committee, if so created by the Board, shall be composed of two three or more managers as appointed from time to time to serve by the Board. Board, or such other number of managers as may be determined by the Board in its sole discretion. "Limited Liability Company Agreement" means "LLC Agreement" the Company's Amended and Restated Limited Liability Company Agreement, dated as of December 30, 2009, among the Members of the Company set forth therein, as the same may be amended, supplemented or otherwise modified from time to time. "Members" means the members of the Company as set forth from time to time on the Schedule of Unitholders to the Limited Liability Company Agreement of the Company, dated on or about the date hereof among the parties from time to time party thereto, as amended from time to time pursuant to its terms. Agreement. "Participants" means present and future employees, managers, consultants or advisers of the Company or its Subsidiaries, and Trilogy Management Investors, LLC, as such persons may be selected in the sole discretion of the Committee. "Person" means an individual, a partnership, a corporation, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an investment fund, any other business entity organization and a governmental entity or any department, agency or political subdivision thereof. "Preferred Units" "Sponsor" means the "Class A Preferred Units", as such term is defined in the Limited Liability Company Agreement. Parthenon LoanDepot Holdings, Inc., a Delaware corporation. "Subsidiary" means, with respect to or "Subsidiaries" means any Person, any corporation, limited liability company, partnership, association, or business entity Person of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person the Company or one or more of the other its Subsidiaries of that Person or a combination thereof, thereof; or (ii) if a limited liability company, partnership, association, association or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person the Company or one or more of its Subsidiaries of that Person or a combination thereof. For purposes hereof, thereof and for this purpose a Person or Persons shall be deemed to have owns a majority ownership interest in such a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other such business entity entity's gains or losses or losses, shall be or control any managing director or general partner of such limited liability company, partnership, association, business entity (other than a corporation), or other business entity. "Securityholders Agreement" means the Securityholders Agreement, dated on or about the date shall be able to appoint a majority of the adoption of this Plan, among the Company and holders members of the Units signatories thereto, as board of managers of such entity. For the same may be amended, supplemented or otherwise modified from time to time. purposes hereof, the term Subsidiary shall include all Subsidiaries of such Subsidiary. "Units" has the meaning given to such term in the Limited Liability Company Agreement. View More
Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings set forth below: "Affiliate" of shall mean, with respect to any particular Person means Person, any other Person controlling, which, directly or indirectly, controls, is controlled by, by or under common control with such particular Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by... contract, or otherwise. Person. "Board" means the Board of Managers of the Company or any successor governing body thereto. "Common Company. "Class Y Common Units" means "Class A Common Units", as has the meaning given to such term is defined in the Limited Liability Company Agreement. "Committee" means the committee of the Board which may be designated by the Board to administer the Plan. The Committee Committee, if so created by the Board, shall be composed of two three or more managers as appointed from time to time to serve by the Board. Board, or such other number of managers as may be determined by the Board in its sole discretion. "Limited Liability Company Agreement" means "LLC Agreement" the Company's Second Amended and Restated Limited Liability Company Agreement, dated as of December 24, 2012, among the Members of the Company set forth therein, as the same may be amended, supplemented or otherwise modified from time to time. "Members" means the members of the Company as set forth from time to time on the Schedule of Unitholders to the Limited Liability Company Agreement of the Company, dated on or about the date hereof among the parties from time to time party thereto, as amended from time to time pursuant to its terms. Agreement. "Participants" means present and future employees, managers, consultants or advisers of the Company or its Subsidiaries, Subsidiaries (including without limitation Trilogy Management Investors Two, LLC), as such persons may be selected in the sole discretion of the Committee. "Person" means an individual, a partnership, a corporation, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an investment fund, any other business entity organization and a governmental entity or any department, agency or political subdivision thereof. "Preferred Units" "Sponsor" means the "Class A Preferred Units", as such term is defined in the Limited Liability Company Agreement. Parthenon LoanDepot Holdings, Inc., a Delaware corporation. "Subsidiary" means, with respect to or "Subsidiaries" means any Person, any corporation, limited liability company, partnership, association, or business entity Person of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person the Company or one or more of the other its Subsidiaries of that Person or a combination thereof, thereof; or (ii) if a limited liability company, partnership, association, association or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person the Company or one or more of its Subsidiaries of that Person or a combination thereof. For purposes hereof, (A) a Person or Persons shall be deemed to have own a majority ownership interest in such a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other such business entity entity's gains or losses or losses, shall be or control any managing director or general partner of such limited liability company, partnership, association, business entity (other than a corporation), or other business entity. "Securityholders Agreement" means the Securityholders Agreement, dated on or about the date shall be able to appoint a majority of the adoption of this Plan, among the Company and holders members of the Units signatories thereto, as board of managers of such entity; and (B) the same may be amended, supplemented or otherwise modified from time to time. term Subsidiary shall include all Subsidiaries of such Subsidiary. "Units" has the meaning given to such term in the Limited Liability Company Agreement. View More
