2. “control” (including the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean 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, by contract or otherwise.
3. “Crestview Entities” shall mean Crestview Victory, L.P. and the Crestview Funds and their respective Crestview Permitted Holders, other than any such Crestview Permitted Holder that receives shares of Common Stock pursuant to a Distribution in Kind.
4. “Crestview Funds” shall mean, collectively, Crestview Partners II, L.P., Crestview Partners II (FF), L.P., Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P.
5. “Crestview Permitted Holder” shall mean (A) any Crestview Fund, (B) any Affiliate or member of any Crestview Entity, (C) any general or limited partner of any Crestview Fund (a “Crestview Partner”), (D) any current or former general partner, limited partner, manager, director, officer or employee of any Crestview Fund or any Crestview Partner (collectively, “Crestview Associates”), (E) any heir, executor, administrator, testamentary trustee, legatee or beneficiary of any Crestview Partner or any Crestview Associate and (F) a trust, corporation, partnership or other entity substantially all of the economic interests of which are held by or for the benefit of the Crestview Funds, their Affiliates, any Crestview Partner, any Crestview Associate, their spouses or their children (whether by birth or adoption).
6. “Distribution in Kind” shall mean, directly or indirectly, any sale, assignment, transfer, conveyance, hypothecation, exchange, pledge, encumbrance, distribution, bequest, donation or other transfer or disposition by any Crestview Entity or RCP Entity, as applicable, of shares of Common Stock to any members, stockholders or partners of such Crestview Entity or RCP Entity, as applicable, by means of a distribution in respect of the shares of or equity interests in such Crestview Entity or RCP Entity, as applicable.
7. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
8. “RCP Entities” shall mean, collectively, RCP Lake Co-Invest, L.P., Reverence Capital Partners Opportunities Fund I, L.P., Reverence Capital Partners Opportunities Fund I (AI), L.P., Reverence Capital Partners Opportunities Fund I (Cayman), L.P. and any RCP Fund and their respective RCP Permitted Holders, other than any such RCP Permitted Holder that receives shares of Common Stock pursuant to a Distribution in Kind.
9. “RCP Fund” shall mean any private investment fund raised by Reverence Capital Partners, LLC after the date of adoption of this Second Amended and Restated Certificate of Incorporation that is focused on financial services investments, together with its parallel and related investment vehicles.
10. “RCP Permitted Holder” shall mean (A) any RCP Fund, (B) any Affiliate or member of any RCP Entity, (C) any general or limited partner of any RCP Fund (an “RCP Partner”), (D) any current or former general partner, limited partner, manager, director, officer or employee of any RCP Fund or any RCP Partner (collectively, “RCP Associates”), (E) any heir, executor, administrator, testamentary trustee, legatee or beneficiary of any RCP Partner or any RCP Associate and (F) a trust, corporation, partnership or other entity substantially all of the economic interests of which are held by or for the benefit of the RCP Funds, their Affiliates, any RCP Partner, any RCP Associate, their spouses or their children (whether by birth or adoption).
A. Preferred Stock may be issued from time to time by the Corporation. The Board of Directors is hereby expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix, without stockholder approval, the designation of such series, the powers (including voting powers), preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, of such series of Preferred Stock and the number of shares of such series, and as may be permitted by the DGCL. The powers,