11:59 p.m. Uses in DEFINITIONS Clause

DEFINITIONS from Agreement and Plan of Merger

THIS STOCK PURCHASE AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of March 15, 2017, by and among WNS Global Services Private Limited (the Stock Purchaser), WNS North America Inc., a Delaware corporation (Parent, and together with the Stock Purchaser, Purchaser), WNS Healthcare North America LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (Merger Sub), HealthHelp Holdings, LLC, a Delaware limited liability company (the Company), MTS HealthHelp Inc., a Delaware corporation (HealthHelp Corp), the stockholders of HealthHelp Corp identified on the signature pages hereto (the HealthHelp Corp Sellers), Cherrill Farnsworth (Farnsworth), and MTS Health Investors, LLC, solely in its capacity as the representative of the HealthHelp Corp Sellers and the Unitholders (other than HealthHelp Corp) hereunder (the Sellers Representative). Each of the above referenced parties is sometimes herein referred to individually as a Party and

DEFINITIONS. 2017 Actual Revenue Percentage has the meaning set forth in Section 2.13(k)(i). 2017 Farnsworth Deferred Payment Amount has the meaning set forth in Section 2.13(k)(ii). 2017 General Deferred Payment Amount has the meaning set forth in Section 2.13(k)(iii). 2018 Actual Revenue Percentage has the meaning set forth in Section 2.13(k)(iv). 2018 Farnsworth Deferred Payment Amount has the meaning set forth in Section 2.13(k)(v). 2018 General Deferred Payment Amount has the meaning set forth in Section 2.13(k)(vi). Accounting Principles shall mean GAAP, as applied in accordance with the accounting methodologies, practices, policies, classifications and procedures set forth on Annex I. Action means any action, claim, litigation, suit, proceeding, investigation, order or government charge (whether in contract, tort or otherwise, whether civil or criminal and whether brought at law or in equity). Actual Aggregate Closing Consideration has the meaning set forth in Section 2.12(b). Actual Cash has the meaning set forth in Section 2.12(b). Actual XXXX Revenue has the meaning set forth in Section 2.13(k). Actual Indebtedness has the meaning set forth in Section 2.12(b). Actual Sellers Transaction Expenses has the meaning set forth in Section 2.12(b). Actual Working Capital has the meaning set forth in Section 2.12(b). Additional Payments means the amounts described in clauses (c) through (g) of the definition of Aggregate Final Consideration, to the extent the same become payable in accordance with this Agreement. Affiliate of any particular Person means any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Person. Control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Affiliated Group means, with respect to a Person, an affiliated group as defined in Section 1504 of the Code (or any analogous combined, consolidated or unitary group defined under state, local or foreign income Tax Law) of such Person is or has been a member. Agreement has the meaning set forth in the Preamble. Aggregate Closing Consideration means (a) Gross Purchase Price, plus (b) the Estimated Cash, minus (c) the Estimated Indebtedness, minus (d) the Estimated Sellers Transaction Expenses, minus (e) the amount, if any, by which Target Working Capital is greater than Estimated Working Capital, plus (f) the amount, if any, by which Estimated Working Capital is greater than Target Working Capital, minus (g) the Escrow Amount, minus (h) the amount of the Sellers Representative Expense Fund, minus (i) the Farnsworth Holdback Amount, minus (j) the General Holdback Amount. Aggregate Final Consideration means (a) the Aggregate Closing Consideration, minus (b) the Excess Shortfall Amount, if any, plus (c) any amounts payable to the Unitholders (other than HealthHelp Corp) and the HealthHelp Corp Sellers pursuant to Section 2.12(d), plus (d) any amounts payable to the Unitholders (other than HealthHelp Corp) and the HealthHelp Corp Sellers upon release of the Escrow Amount pursuant to the terms of the Escrow Agreement, plus (e) any amounts payable to the Unitholders (other than HealthHelp Corp) and the HealthHelp Corp Sellers upon release of the Sellers Representative Expense Fund pursuant to the terms of Section 12.1(f), plus (f) any amounts payable pursuant to Section 8.9(d), plus (g) any amounts payable pursuant to Section 2.13. Audited Balance Sheet has the meaning set forth in Section 3.5(a)(ii). Business means the business of providing specialty benefit management services, health utilization management services and care management services to the health care industry (including payors, providers, prescription benefit managers, Governmental Authorities, etc.) as carried on by the HealthHelp Entities as of the date of this Agreement and as of the Closing. Business Day means any day other than a Saturday or Sunday or any other day on which commercial banks in Houston, Texas or New York, New York are authorized or required by Law to close. Cash means cash, cash equivalents and liquid instruments that are convertible into cash (including marketable securities), plus deposits in transit to the extent there has been a reduction of receivables on account thereof, but net of checks written but not yet cleared, in each case determined in accordance with GAAP; provided, that for purposes of determining Estimated Cash and Actual Cash, Cash shall be deemed to include, in addition, an amount equal to one half (1/2) of the total premium for the D&O Tail Policies. Certificate of Merger has the meaning set forth in Section 2.3. Closing has the meaning set forth in Section 2.3. Closing Balance Sheet has the meaning set forth in Section 2.12(a). Closi

DEFINITIONS from Membership Interest Purchase Agreement

This Membership Interest Purchase Agreement (this Agreement) is entered into as of June 27, 2017, by and among MSA Worldwide, LLC, a Pennsylvania limited liability company (Buyer), Globe Holding Company, LLC, a New Hampshire limited liability company (Target), the members of Target listed on Exhibit A (collectively, Sellers and, each individually, a Seller), Donald D. Welch, II, as Sellers Representative (as defined herein) for the purposes described herein, and each of George E. Freese, III, Robert A. Freese, and Donald D. Welch, II (collectively, Principals) for the purposes described herein. Buyer, Sellers, Sellers Representative, Principals and Target are referred to collectively herein as the Parties and individually as a Party.

DEFINITIONS. In this Agreement, the following terms have the meanings specified or referred to in this Section 1 and, except as otherwise expressly provided in this Agreement or unless the context otherwise clearly and unambiguously requires, shall be equally applicable to both the singular and plural forms. Amounts stated in dollars refer to U.S. dollars. Action has the meaning set forth in Section 4(r). Adjustment Escrow means Five Hundred Thousand Dollars ($500,000), to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement pending final calculation of the Post-Closing Adjustment Amount and disbursed in accordance with the provisions of Section 2(f)(vi). Affiliate means, with respect to any particular Person, any other Person who, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person, or any Person who is an immediate family member of any such Person. For purposes of this definition, control of a Person means the power, directly or indirectly, to either (i) vote ten percent (10%) or more of the securities having ordinary voting power for the election of directors of such Person, or (ii) direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Agreement has the meaning set forth in the first paragraph of this agreement. AGUB has the meaning set forth in Section 6(b)(x)(B). Allocation has the meaning set forth in Section 6(b)(x)(B). Allocation Notice of Objection has the meaning set forth in Section 6(b)(x)(B). Allocation Review Period has the meaning set forth in Section 6(b)(x)(B). Alternative Transaction has the meaning set forth in Section 5(p)(ii). Annual Financial Statements has the meaning set forth in Section 4(h)(i). Arbitrating Accountant has the meaning set forth in Section 2(f)(v). Base Purchase Price means an amount equal to Two Hundred Fifteen Million Dollars ($215,000,000), subject to adjustment in accordance with Section 2(f)(ii). Business means the business of designing, manufacturing, distributing, cleaning, repairing and servicing turnout gear, boots and related clothing, apparel and equipment for the fire protection and first responder industries. Buyer has the meaning set forth in the first paragraph of this Agreement and includes any party to which Buyer has assigned this Agreement pursuant to Section 10(d). Buyer Indemnitees has the meaning set forth in Section 7(b). Capital Lease means, with respect to any Person, any lease of any property (whether real, personal or mixed) by such Person as lessee that, in accordance with GAAP, is or would be required to be classified and accounted for as a capital lease on a balance sheet of such Person. Capital Lease Obligations means, with respect to any Capital Lease of any Person, the amount of the obligation of the lessee thereunder that, in accordance with GAAP, would appear on a balance sheet of such lessee in respect of such Capital Lease. Cash means, as of the applicable time for determination thereof, the sum of the actual value of all cash, cash equivalents and cash deposits (but excluding any amounts for uncashed checks). Closing has the meaning set forth in Section 2(c). Closing Date has the meaning set forth in Section 2(c). Closing Date Adjustment has the meaning set forth in Section 2(f)(ii). Closing Date Cash means the Cash of Target and the Subsidiaries as of the start of business on the Closing Date. Closing Date Indebtedness means the Indebtedness of Target and the Subsidiaries as of the start of business on the Closing Date. Closing Date Working Capital means the aggregate Working Capital of Target and the Subsidiaries as of the start of business on the Closing Date. Closing Date Transaction Expenses means the Transaction Expenses of Target and the Subsidiaries as of 11:59 p.m. on the Closing Date. Closing Deliveries has the meaning set forth in Section 2(e). Closing Statement has the meaning set forth in Section 2(f)(iv). Code means the Internal Revenue Code of 1986, as amended. Company Employee has the meaning set forth in Section 4(s)(i). Company Plans has the meaning set forth in Section 4(s)(i). Confidential Information has the meaning set forth in Section 6(e)(ii). Consent means any approval, consent, authorization, ratification, waiver or order of, notice to or registration or filing with, or any other action by, any Governmental Entity or other Person. Contracts has the meaning set forth in Section 4(o). Current Assets means the current assets of Target and the Subsidiaries, on a consolidated basis, determined in each case in accordance with GAAP. Current Liabilities means the current liabilities of Target and the Subsidiaries, on a consolidated basis, determined in each case in accordance with GAAP. D&O Policy has the meaning set forth in Section 6(c). Data Room has the meaning set forth in Section 2(e)(i)(O). Disclosure Schedules has the meaning set forth in Section 3(a). Effective Time means 12:01 a.m. Easter

Definitions from Transition Services Agreement

This TRANSITION SERVICES AGREEMENT, dated as of May 31, 2017 (this Agreement), is by and between TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo).

Definitions. For purposes of this Agreement, the following terms shall have the following meanings: Action shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. Additional Services shall have the meaning set forth in Section 2.01(b). Affiliate has the meaning set forth in the Separation and Distribution Agreement. Agreement has the meaning set forth in the Preamble. Ancillary Agreements has the meaning set forth in the Separation and Distribution Agreement. Charge and Charges have the meaning set forth in Section 2.03. Confidential Information means all Information that is either confidential or proprietary. Dispute has the meaning set forth in Section 8.16(a). Distribution has the meaning set forth in the Recitals. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole and absolute discretion. Effective Time shall mean 11:59 p.m., New York City time, on the Distribution Date. e-mail shall have the meaning set forth in Section 8.10. Force Majeure shall mean, with respect to a Party, an event beyond the reasonable control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any significant and prolonged failure in electrical or air conditioning equipment. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Partys response thereto, shall not be deemed an event of Force Majeure. Governmental Authority shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof. Information shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data. Interest Payment has the meaning set forth in Section 4.02. Law shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority. Level of Service has the meaning set forth in Section 2.02(c). Liabilities shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arran

Definitions from Employee Matters Agreement

This EMPLOYEE MATTERS AGREEMENT, dated as of May 31, 2017 (this Agreement), is by and between TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo).

Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. Action shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. Adjusted SpinCo Stock Value shall mean the product obtained by multiplying (a) the SpinCo Stock Value by (b) the Distribution Ratio. Affiliate shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, control (including with correlative meanings, controlled by and under common control with), when used with respect to any specified 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 or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of this Agreement (a) no member of the SpinCo Group shall be deemed to be an Affiliate of any member of the Parent Group and (b) no member of the Parent Group shall be deemed to be an Affiliate of any member of the SpinCo Group. Agreement shall have the meaning set forth in the Preamble to this Agreement and shall include all amendments, modifications, and changes hereto entered into pursuant to Section 8.17. Ancillary Agreements shall mean all agreements (other than the Separation and Distribution Agreement) entered into by the Parties or the members of their respective Groups (but as to which no Third Party is a party) in connection with the Separation, the Distribution, or the other transactions contemplated by the Separation and Distribution Agreement, including the Transition Services Agreement, the Tax Matters Agreement, this Agreement and the Transfer Documents. Applicable Exchange shall mean the securities exchange as may at the applicable time be the principal market for Parent Shares or SpinCo Shares, as applicable. Assets shall mean, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other third Persons or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement. Benefit Plan shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including cash or deferred arrangement plans, profit sharing plans, post-employment programs, pension plans, thrift plans, supplemental pension plans, welfare plans, stock option, stock purchase, stock appreciation rights, restricted stock, restricted stock units, performance stock units, other equity-based compensation and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, adoption assistance, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays; provided, however, that the term Benefit Plan does not include any government-sponsored benefits, such as workers compensation, unemployment or any similar plans, programs, policies or agreements. COBRA shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code. Code shall mean the Internal Revenue Code of 1986, as amended. Distribution shall have the meaning set forth in the Recitals. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole and absolute discretion. Distribution Ratio shall mean a number equal to one-third (1/3). Effective Time shall mean 11:59 p.

Definitions from Employee Matters Agreement

This EMPLOYEE MATTERS AGREEMENT, dated as of May 31, 2017 (this Agreement), is by and between TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo).

Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. Action shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. Adjusted SpinCo Stock Value shall mean the product obtained by multiplying (a) the SpinCo Stock Value by (b) the Distribution Ratio. Affiliate shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, control (including with correlative meanings, controlled by and under common control with), when used with respect to any specified 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 or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of this Agreement (a) no member of the SpinCo Group shall be deemed to be an Affiliate of any member of the Parent Group and (b) no member of the Parent Group shall be deemed to be an Affiliate of any member of the SpinCo Group. Agreement shall have the meaning set forth in the Preamble to this Agreement and shall include all amendments, modifications, and changes hereto entered into pursuant to Section 8.17. Ancillary Agreements shall mean all agreements (other than the Separation and Distribution Agreement) entered into by the Parties or the members of their respective Groups (but as to which no Third Party is a party) in connection with the Separation, the Distribution, or the other transactions contemplated by the Separation and Distribution Agreement, including the Transition Services Agreement, the Tax Matters Agreement, this Agreement and the Transfer Documents. Applicable Exchange shall mean the securities exchange as may at the applicable time be the principal market for Parent Shares or SpinCo Shares, as applicable. Assets shall mean, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other third Persons or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement. Benefit Plan shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including cash or deferred arrangement plans, profit sharing plans, post-employment programs, pension plans, thrift plans, supplemental pension plans, welfare plans, stock option, stock purchase, stock appreciation rights, restricted stock, restricted stock units, performance stock units, other equity-based compensation and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, adoption assistance, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays; provided, however, that the term Benefit Plan does not include any government-sponsored benefits, such as workers compensation, unemployment or any similar plans, programs, policies or agreements. COBRA shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code. Code shall mean the Internal Revenue Code of 1986, as amended. Distribution shall have the meaning set forth in the Recitals. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole and absolute discretion. Distribution Ratio shall mean a number equal to one-third (1/3). Effective Time shall mean 11:59 p.

Definitions from Transition Services Agreement

This TRANSITION SERVICES AGREEMENT, dated as of May 31, 2017 (this Agreement), is by and between TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo).

Definitions. For purposes of this Agreement, the following terms shall have the following meanings: Action shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. Additional Services shall have the meaning set forth in Section 2.01(b). Affiliate has the meaning set forth in the Separation and Distribution Agreement. Agreement has the meaning set forth in the Preamble. Ancillary Agreements has the meaning set forth in the Separation and Distribution Agreement. Charge and Charges have the meaning set forth in Section 2.03. Confidential Information means all Information that is either confidential or proprietary. Dispute has the meaning set forth in Section 8.16(a). Distribution has the meaning set forth in the Recitals. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole and absolute discretion. Effective Time shall mean 11:59 p.m., New York City time, on the Distribution Date. e-mail shall have the meaning set forth in Section 8.10. Force Majeure shall mean, with respect to a Party, an event beyond the reasonable control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any significant and prolonged failure in electrical or air conditioning equipment. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Partys response thereto, shall not be deemed an event of Force Majeure. Governmental Authority shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof. Information shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data. Interest Payment has the meaning set forth in Section 4.02. Law shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority. Level of Service has the meaning set forth in Section 2.02(c). Liabilities shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arran

Definitions from Merger Agreement

This Merger Agreement (this Agreement), dated as of May 17, 2017, is made by and among B. Riley Financial, Inc., a Delaware corporation (the Purchaser), Foxhound Merger Sub, Inc., a Delaware corporation (Merger Sub), Wunderlich Investment Company, Inc., a Delaware corporation (the Company), Stephen Bonnema, in his capacity as the Stockholder Representative (the Stockholder Representative).

Definitions. The following terms, as used herein, have the following meanings: Accruing Dividend means the Series A Accruing Dividends and the Series A-1 Accruing Dividends (as such terms are defined in the Certificate of Incorporation of the Company) payable with respect to the Company Preferred Stock for the period after December 31, 2016 until May 31, 2017, such amount not to exceed two million four hundred and fifty thousand dollars ($2,450,000). ACP means ACP BD Investments, LLC, a Delaware limited liability company. Action means any complaint, claim, prosecution, indictment, action, suit, arbitration, investigation, inquiry or proceeding by or before any Governmental Authority. Affiliate of a Person means a Person who, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such Person. For purposes of this definition, control of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by ownership of voting stock, by contract or otherwise. Affiliate Contract has the meaning set forth in Section 4(a)(xxv). Agreement has the meaning set forth in the preamble. Aggregate Purchase Price means sixty-seven million dollars ($67,000,000.00). Altamont Note means the Note Purchase Agreement, dated as of August 31, 2015, between the Company and ACP and the related note. Amended & Restated Shareholders Agreement means the Amended & Restated Shareholders Agreement made and entered into as of the 8th day of April, 2015, amending and restating a Shareholders Agreement dated as of the 19th day of December, 2013 by and among the Company and the shareholders listed on Exhibit A thereto and parties thereto. Announcement Date means the date on which the Purchaser makes a public announcement of the transactions contemplated by this Agreement. Annualized Revenue Run Rate means the (i) aggregate revenues of the Company for the thirty consecutive day period prior to and including the last day of the month preceding the month in which the Merger Closing Date occurs as reflected on the books of the Company in accordance with GAAP and consistent with the Audited Financial Statements multiplied by (ii) twelve (12). Assets means all of the Companies right, title, and interest in and to all properties, assets, and rights of any kind, whether tangible or intangible, real or personal, owned by the Companies or used in the businesses or operations of the Companies. Audited Financial Statements has the meaning set forth in Section 4(a)(vi). Broker-Dealer Subsidiary has the meaning set forth in Section 4(a)(xxi). Business Day means any day except a Saturday, Sunday, or other day on which commercial banks in New York, New York are authorized or required by law to close. Certificate has the meaning set forth in Section 3(a). Certificate of Merger has the meaning set forth in Section 2(c). Change of Control Waivers means the waiver agreements entered into between the Company and certain specified employees of the Company, in substantially the form attached hereto as Exhibit D or as may be mutually agreed by the Company and the Purchaser. Claim has the meaning set forth in Section 8(c)(i). Class B Common Stock means the Class B Common Stock, par value $0.001 per share, of the Company. Class B Restricted Stock Award means any award of restricted shares of Class B Common Stock. Class B Stock Option means any option to purchase shares of Class B Common Stock. Closing Date Balance Sheet means the consolidated unaudited balance sheet of the Company as of 11:59 p.m. on the Business Day immediately prior to the Merger Closing Date, prepared in a manner consistent with the June 30, 2016 balance sheet included in the Financial Statements and in accordance with GAAP consistently applied (other than the absence of adjustments and footnotes that accompany Audited Financial Statements, or any adjustments that are expressly provided in Exhibit B), substantially in the form of Exhibit B or as mutually agreed by the Company and Purchaser; provided, that such balance sheet shall include (i) unpaid Transaction Expenses without regard to whether any such Transaction Expenses would not otherwise be accrued until the Merger Closing Date, and (ii) any liabilities arising from actions or omissions in breach of Section 5(a) or (b) following 11:59 p.m. on the Business Day immediately prior to the Merger Closing Date. Closing Tax Return has the meaning set forth in Section 5(g)(i). Code means the Internal Revenue Code of 1986, as amended. Common Stock Adjustment Amount shall have the meaning set forth in Section 3(i). Companies means the Company and its Subsidiaries. Company has the meaning set forth in the preamble hereto. Company Benefit Plans means each employee benefit plan (as defined in Section 3(3) of ERISA), whether or not such plan is subject to ERISA, and each other plan, program, policy, agreement or arrangement (whether w

Definitions from Agreement and Plan of Merger Among

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 8, 2017, among Tribune Media Company, a Delaware corporation (the Company), and Sinclair Broadcast Group, Inc., a Maryland corporation (Parent). Parent and the Company and, from and after the time Merger Sub executes and delivers the Joinder Agreement, Merger Sub are referred to individually as a Party and collectively as Parties.

Definitions. As used herein, the following terms have the following meanings: Acceptable Confidentiality Agreement means a confidentiality agreement entered into after the date hereof that contains provisions that in the aggregate are no less favorable to the Company than those contained in the Confidentiality Agreement (provided that any such agreement need not contain any standstill or similar provisions) and that does not contain any provision that would prevent the Company from complying with its obligation to provide any disclosure to Parent required pursuant to Section 7.3. Affiliate means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by, or is under common control with, such Person. The term control (including its correlative meanings controlled and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether through ownership of such Persons securities or partnership or other ownership interests, or by Contract or otherwise). Business Day means any day that is not a Saturday, a Sunday or other day on which commercial banks in the City of New York are authorized or required by Law or to be closed. Closing Date means the date on which the Closing occurs. Code means the U.S. Internal Revenue Code of 1986, as amended. Communications Act means the Communications Act of 1934, as amended. Company Acquisition Proposal means any offer, proposal or indication of interest (whether or not in writing) from any Person (other than Parent and its Subsidiaries) relating to or involving, whether in a single transaction or series of related transactions: (i) any direct or indirect acquisition, lease, exchange, license, transfer, disposition (including by way of merger, liquidation or dissolution of the Company or any of its Subsidiaries) or purchase of any business, businesses or assets (including equity interests in Subsidiaries but excluding sales of assets in the ordinary course of business) of the Company or any of its Subsidiaries that constitute or account for 15% or more of the consolidated net revenues (plus, to the extent of the Companys interest therein, the net revenues of the Minority Investment Entities), net income or net assets of the Company and its Subsidiaries, taken as a whole; (ii) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, sale of securities, reorganization, recapitalization, tender offer, exchange offer, liquidation, dissolution, extraordinary dividend, or similar transaction involving the Company or any of its Subsidiaries and a Person or group (as defined in Section 13(d) of the Exchange Act) pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 85% of the equity interests in the surviving or resulting entity of such transaction immediately following such transaction; or (iii) any combination of the foregoing. Company Adverse Recommendation Change means any of the following actions by the Company Board or any committee thereof: (i) withdrawing, amending, changing, modifying or qualifying, or otherwise proposing publicly to withdraw, amend, change, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, (ii) failing to make the Company Board Recommendation in the Proxy Statement, (iii) approving or recommending, or otherwise proposing publicly to approve or recommend, any Company Acquisition Proposal or (iv) if a Company Acquisition Proposal has been publicly disclosed, failing to publicly recommend against such Company Acquisition Proposal within 10 Business Days of the request of Parent and to reaffirm the Company Board Recommendation within such 10 Business Day period upon such request (provided that such a request may be delivered by Parent only once with respect to each Company Acquisition Proposal, with the right to make an additional request with respect to each subsequent material amendment or modification thereto). Company Balance Sheet means the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 and the footnotes thereto set forth in the Companys annual report on Form 10-K for the fiscal year ended December 31, 2016. Company Credit Agreement means the Credit Agreement, dated as of December 27, 2013, among the Company and the parties thereto, as such agreement may from time to time be amended, supplemented or otherwise modified, and all pledge, security and other agreements and documents related thereto. Company Disclosure Letter means the disclosure letter delivered by the Company to Parent in connection with, and upon the execution of, this Agreement. Company DSU means all awards of deferred stock units of the Company, including any stock units granted as dividend equivalent rights (whether granted by the Company pursuant to a Company Equity Plan, assumed by the Company in

Definitions from Agreement and Plan of Merger Among

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 8, 2017, among Tribune Media Company, a Delaware corporation (the Company), and Sinclair Broadcast Group, Inc., a Maryland corporation (Parent). Parent and the Company and, from and after the time Merger Sub executes and delivers the Joinder Agreement, Merger Sub are referred to individually as a Party and collectively as Parties.

Definitions. As used herein, the following terms have the following meanings: Acceptable Confidentiality Agreement means a confidentiality agreement entered into after the date hereof that contains provisions that in the aggregate are no less favorable to the Company than those contained in the Confidentiality Agreement (provided that any such agreement need not contain any standstill or similar provisions) and that does not contain any provision that would prevent the Company from complying with its obligation to provide any disclosure to Parent required pursuant to Section 7.3. Affiliate means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by, or is under common control with, such Person. The term control (including its correlative meanings controlled and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether through ownership of such Persons securities or partnership or other ownership interests, or by Contract or otherwise). Business Day means any day that is not a Saturday, a Sunday or other day on which commercial banks in the City of New York are authorized or required by Law or to be closed. Closing Date means the date on which the Closing occurs. Code means the U.S. Internal Revenue Code of 1986, as amended. Communications Act means the Communications Act of 1934, as amended. Company Acquisition Proposal means any offer, proposal or indication of interest (whether or not in writing) from any Person (other than Parent and its Subsidiaries) relating to or involving, whether in a single transaction or series of related transactions: (i) any direct or indirect acquisition, lease, exchange, license, transfer, disposition (including by way of merger, liquidation or dissolution of the Company or any of its Subsidiaries) or purchase of any business, businesses or assets (including equity interests in Subsidiaries but excluding sales of assets in the ordinary course of business) of the Company or any of its Subsidiaries that constitute or account for 15% or more of the consolidated net revenues (plus, to the extent of the Companys interest therein, the net revenues of the Minority Investment Entities), net income or net assets of the Company and its Subsidiaries, taken as a whole; (ii) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, sale of securities, reorganization, recapitalization, tender offer, exchange offer, liquidation, dissolution, extraordinary dividend, or similar transaction involving the Company or any of its Subsidiaries and a Person or group (as defined in Section 13(d) of the Exchange Act) pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 85% of the equity interests in the surviving or resulting entity of such transaction immediately following such transaction; or (iii) any combination of the foregoing. Company Adverse Recommendation Change means any of the following actions by the Company Board or any committee thereof: (i) withdrawing, amending, changing, modifying or qualifying, or otherwise proposing publicly to withdraw, amend, change, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, (ii) failing to make the Company Board Recommendation in the Proxy Statement, (iii) approving or recommending, or otherwise proposing publicly to approve or recommend, any Company Acquisition Proposal or (iv) if a Company Acquisition Proposal has been publicly disclosed, failing to publicly recommend against such Company Acquisition Proposal within 10 Business Days of the request of Parent and to reaffirm the Company Board Recommendation within such 10 Business Day period upon such request (provided that such a request may be delivered by Parent only once with respect to each Company Acquisition Proposal, with the right to make an additional request with respect to each subsequent material amendment or modification thereto). Company Balance Sheet means the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 and the footnotes thereto set forth in the Companys annual report on Form 10-K for the fiscal year ended December 31, 2016. Company Credit Agreement means the Credit Agreement, dated as of December 27, 2013, among the Company and the parties thereto, as such agreement may from time to time be amended, supplemented or otherwise modified, and all pledge, security and other agreements and documents related thereto. Company Disclosure Letter means the disclosure letter delivered by the Company to Parent in connection with, and upon the execution of, this Agreement. Company DSU means all awards of deferred stock units of the Company, including any stock units granted as dividend equivalent rights (whether granted by the Company pursuant to a Company Equity Plan, assumed by the Company in

Definitions from Framework Agreement

This Framework Agreement (this Agreement) is made and entered into as of the 17th day of April, 2017 by and among Cabelas Incorporated, a Delaware corporation (Parent), Worlds Foremost Bank, a Nebraska banking corporation (Seller), Synovus Bank, a Georgia state member bank (Synovus), Capital One Bank (USA), National Association, a national banking association (Capital One), and solely for purposes of the recitals hereto, Section 5.18, Section 8.2 and Article IX, Capital One, National Association, a national banking association (CONA).

Definitions. Except as otherwise specifically indicated, the following terms shall have the meanings specified herein. 6050W Reporting Rules has the meaning specified in Section 5.1(d)(xi). Account means, without duplication, each Co-Branded Account existing as of the Closing and each Charged Off Account. Account Documentation means, with respect to an Account, any and all documentation relating to that Account, including all Card Applications, Credit Card Agreements, Credit Cards, billing statements related to such Accounts, checks or other forms of payment with respect to an Account, credit bureau reports (to the extent not prohibited from transfer by applicable Law), adverse action notices, change in terms notices, other notices, correspondence, memoranda, documents, stubs, instruments, certificates, agreements, magnetic tapes, disks, hard copy formats or other computer-readable data transmissions, any microfilm, electronic or other copy of any of the foregoing, and any other written, electronic or other records or materials of whatever form or nature, whether tangible or intangible, including information relating or pertaining to any of the foregoing to the extent related to the Program; provided, however, that Account Documentation shall not include (i) Solicitation Materials, or (ii) Parent register tapes and electronic journals, invoices, sales or shipping slips, delivery and other receipts or other indicia of the sale of Goods and Services. Accountants has the meaning specified in Section 3.8(b). Accountholder means any Person (i) in whose name an Account, in connection with which the Credit Card may be used, is established, (ii) to whom a Credit Card has been issued pursuant to a Cardholder Agreement, whether or not the name under which an Account was established or (iii) who is or may become an obligor on the Account, including any guarantor, co-signor or surety. Accountholder Indebtedness means, without duplication: (a) all amounts charged and owing by Accountholders with respect to an Account, including principal balances and finance charges, whether billed or accrued, billed late fees and other similar billed fees; plus (b) any and all Accrued Interest on such Account; less (c) the amount of any payments received on amounts still reflected as charged and owing, any credit balance owed to Accountholders, including any credits associated with returns of Goods and Services and similar credits and adjustments on such Account, whether or not billed or posted. Accountholder List means any list in electronic form that identifies or provides a means of differentiating Accountholders, including any such electronic listing that includes the names, addresses, email addresses (as available), telephone numbers or social security numbers of any of the Accountholders. Accountholder Master File means the account file or files of the system of record (commonly known as a master file) set forth on Schedule 1.1(a) and that are maintained by or on behalf of Seller or an Affiliate of Seller with respect to the Accounts, in standard format. Accrued Interest means, with respect to each Account any and all accrued but unbilled interest and fees assessed with respect to such Account as of the Cut-Off Time in accordance with the terms of the applicable Credit Card Agreements. Acquired Assets shall mean the Synovus Acquired Assets (which, for avoidance of doubt, shall include the Subsequent Closing Acquired Assets) and the Closing Capital One Acquired Assets. Acquired Entities means WFB Funding Corp. and WFB Funding. Affiliate means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, the first-mentioned Person. Agreement has the meaning specified in the preamble hereof. Allocation Statement has the meaning specified in Section 2.4. Ancillary Agreements means the Program Agreement, the Transitional Servicing Agreement and the Lincoln Lease Agreement. Assumed Change of Control Agreements has the meaning specified in Section 5.8(c). Assumed Contracts shall mean the Contracts listed on Schedule 1.1(b). Assumed Liabilities shall mean the Synovus Assumed Liabilities (which, for avoidance of doubt, shall include the Subsequent Closing Assumed Liabilities) and the Closing Capital One Assumed Liabilities. Banking Entity means any of Seller, WFB Funding Corp. or WFB Funding. Bankruptcy and Equity Exception has the meaning specified in Section 4.1(b). Bidder Agreements has the meaning specified in Section 5.9(b). Brokered CD Curve Discount Methodology means, as of any date, a good faith calculation of the fair market value of the liability for the total notional amount of certificates of deposit constituting Deposit Liabilities, which calculation shall (i) appropriately account for the face value, stated interest rate (exclusive of any broker fee) and payment timing of each such certificate of deposit through its maturity date