15% Uses in Certain Terms Defined Clause

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 31, 2015, by and among Duke Acquisition Holdings, LLC, a Delaware limited liability company (Parent), Duke Acquisition, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), MacDermid Americas Acquisitions Inc., a Delaware corporation (Carve-out Buyer), and OM Group, Inc., a Delaware corporation (the Company).

Certain Terms Defined. The following terms shall have the meanings set forth below for purposes of this Agreement: Acceptable Confidentiality Agreement means any confidentiality agreement between the Company and the Person making the Company Takeover Proposal having provisions substantially similar to and on the terms no less favorable to the Company than the provisions of the Confidentiality Agreement (including, for the avoidance of doubt, standstill provisions no less favorable to the Company than those contained in the Confidentiality Agreement). Action means any and all claims (including any cross-claim or counterclaim), causes of action, suits, charges, complaints, litigation, demands, arbitration, proceedings (including any civil, criminal, administrative, investigative or appellate proceeding), hearings, inquiries, investigations, audits and disputes, whenever or however arising. Affiliate means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise; provided, that (other than in the case of the definition of Parent Non-Recourse Persons, ARTICLE IX and Section 10.11) that in no event shall Parent, Merger Sub or any of its Subsidiaries be considered an Affiliate of any portfolio company or investment fund (excluding investment funds focused on private equity) affiliated with Apollo Global Management, LLC, nor shall any portfolio company or investment fund (excluding investment funds focused on private equity) affiliated with Apollo Global Management, LLC, be considered to be an Affiliate of Parent, Merger Sub or any of its Subsidiaries. For the avoidance of doubt, following the Closing, Affiliates of Carve-out Buyer shall include those entities comprising the SC Business acquired by Carve-out Buyer pursuant to the Carve-out Transaction. Anti-Corruption Laws means all applicable Laws related to anti-corruption, anti-bribery and anti-money laundering. AO Business means the specialty functional additives and chemicals business operated and conducted by the Company and its Subsidiaries and the assets held by the Company and its Subsidiaries used or held for use in connection therewith. Business means the business of the Company and its Subsidiaries, taken as a whole, as of the date hereof. Business Day means any day other than a Saturday, Sunday or a day on which banks in New York, New York are authorized or obligated by Law or Order to close. Canadian Subsidiaries means EaglePicher Energy Products ULC and OMG Belleville Limited. Carve-out Buyer Material Adverse Effect means an event or effect that prevents or materially delays or materially impairs the ability of Carve-out Buyer to consummate the Transactions (other than the Merger) and the Carve-out Transaction. Carve-out Buyer Non-Recourse Persons means Carve-out Buyer, Guarantor P, Carve-out Buyers Financing Sources or any other financing source of Carve-out Buyer or Guarantor P, or, in each case, any of their respective affiliates, and any of their respective former, current or future, direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners, attorneys, advisors or other Representatives, or any of their respective successors or assigns. Carve-out Buyer Specified Approvals means those approvals that relate to Transaction set forth as items 5 (United States), 8 (Germany) and 1 (China) on Section 11.2 of the Company Disclosure Letter. Carve-out Buyer Transaction Documents means, collectively, this Agreement, the Carve-out Buyer Debt Commitment Letter, the Limited Guaranty, the Carve-out Purchase Agreement, the Interim Agreement and any other documents, instruments and agreements contemplated hereby or thereby. Carve-out Purchase Agreement means the Purchase and Separation Agreement, dated the date hereof, between Carve-out Buyer and Parent. COB Expenses means reasonable and documented out of pocket fees and expenses incurred by Carve-Out Buyer and its respective Affiliates in connection with this Agreement and the Transactions (including all fees and expenses of Financing Sources, counsel, accountants, investment banks, advisors and consultants to Carve-Out Buyer), up to $7,500,000. Code means the Internal Revenue Code of 1986, as amended. Company Acquisition Agreement means any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Company Takeover Proposal; provided, that for purposes of this definition, an Acceptable Confidentiality Agreement shall not be deemed to be a Company Acquisition Agreement. Company Expenses means the reasonable and documented out of pocket fees

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of June 12, 2013, by and among Apollo (Mauritius) Holdings Pvt. Ltd., a company organized under the Laws of the Republic of Mauritius (Parent), Apollo Tyres B.V., a company organized under the Laws of The Netherlands and a wholly owned Subsidiary of Parent (Dutch Holdco), Apollo Acquisition Corp., a corporation organized under the Laws of Delaware and a wholly owned Subsidiary of Dutch Holdco (Merger Sub, together with Parent and Dutch Holdco, the Parent Parties), and Cooper Tire & Rubber Company, a corporation organized under the laws of Delaware (the Company).

Certain Terms Defined. The following terms shall have the meanings set forth below for purposes of this Agreement: 5% Holder means a Person who beneficially owns (as defined in the Exchange Act) more than five percent (5%) of the capital stock or other equity interests of another Person or any member of such Persons family or any of its Affiliates. Acceptable Confidentiality Agreement means any confidentiality agreement that contains customary confidentiality provisions and contains provisions no less restrictive of the Person counterparty to the Company thereto than those included in the Confidentiality Agreement. Action means any civil, criminal, administrative or other similar proceeding, litigation, audit, investigation, arbitration, review, examination, inquiry, hearing, demand claim, action, suit, proceeding or similar action (whether at Law or in equity) by or before any Governmental Entity. Affiliates has the meaning set forth in Rule 12b-2 of the Exchange Act. Business Day means any day ending at 11:59 p.m. (Eastern Time) other than a Saturday, Sunday or a day on which banks in New York, New York, London, England or Amsterdam, The Netherlands are authorized or obligated by Law or Order to close. Code means the Internal Revenue Code of 1986, as amended. Company Product means, as of any date of reference, any product that is being developed, manufactured, marketed, sold or distributed by the Company, any of its Subsidiaries or any of its Joint Ventures. Company Stock Plans means the Companys 1998 Incentive Compensation Plan, 1998 Employee Stock Option Plan, 2001 Incentive Compensation Plan, 2002 Non-Employee Directors Stock Option Plan, 2006 Incentive Compensation Plan and 2010 Incentive Compensation Plan, each as may be amended from time to time. Company Superior Proposal means a Company Takeover Proposal (i) that if consummated would result in a third party (or in the case of a direct merger between such third party and the Company, the shareholders of such third party) acquiring, directly or indirectly, more than 50% of the voting power of the Company Common Stock or all or substantially all the assets of the Company and its Subsidiaries, taken as a whole, for consideration consisting of cash and/or securities, (ii) that is reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal, including all conditions contained therein, and (iii) that the Company Board determines in good faith, after consultation with legal counsel and its financial advisor (taking into account any changes to this Agreement proposed by Parent as contemplated by Section 5.2), is more favorable to the stockholders of the Company than the consideration to be received by the stockholders of the Company in the Merger. Company Takeover Proposal means (i) any inquiry, proposal or offer for or with respect to a merger, consolidation, business combination, recapitalization, reorganization, exchange or tender offer, binding share exchange, joint venture, dissolution or other similar transaction involving the Company or any of its Subsidiaries, (ii) any inquiry, proposal or offer to acquire in any manner, directly or indirectly, more than 15% of the outstanding Company Common Stock or (iii) any inquiry, proposal or offer to acquire in any manner (including the acquisition of stock in any Subsidiary of the Company), directly or indirectly, assets or businesses of the Company or its Subsidiaries representing more than 15% of the consolidated assets, revenues or net income of the Company, as measured by the Company Financial Statements for the fiscal year ending December 31, 2012, in each case, other than the Merger. Compliant means, with respect to the Required Information, that:

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 17, 2013, by and among JOC North America LLC, a Delaware limited liability company (Parent), JOCNA Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and Meade Instruments Corp., a Delaware corporation (the Company).

Certain Terms Defined. The following terms shall have the meanings set forth below for purposes of this Agreement: Acquisition Proposal means, other than the Transactions, any offer or proposal from any Third Party relating to (i) any acquisition, purchase, lease or license, direct or indirect, of 15% or more of the consolidated assets of the Company and its Subsidiaries or 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company (other than in the ordinary course of business), (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such Third Party beneficially owning 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company or (iii) any merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company. Action means any claim, action, suit, proceeding, arbitration, mediation or investigation by or before any Governmental Entity. Affiliate has the meaning set forth in Rule 12b-2 of the Exchange Act. Aggregate Consideration means the sum of all of the Merger Consideration, the Option Consideration and the Company Restricted Share Consideration required to be paid hereunder for all Shares, Options and Restricted Shares. Business Day means any day other than a Saturday, Sunday or federal holiday. Company Business means the business of the Company as presently conducted. Company Charter Documents means the Certificate of Incorporation of the Company, as amended to date, and the Bylaws of the Company, as amended to date. Company SEC Document means all forms, reports, statements, certifications and other documents required to be filed by it with the SEC under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing). Company Stock Plans collectively means (a) the Companys Amended and Restated 1997 Stock Incentive Plan, (b) the Companys Amended and Restated 2008 Stock Incentive Plan, and (c) the Stand-Alone Stock Option Agreement for Common Stock for Steven G. Murdock. Contract means any written or oral legally binding contract, agreement, instrument, arrangement, commitment, understanding or undertaking (including leases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts and purchase orders). Credit Facility means that certain Financing Agreement dated December 28, 2012 between the Company and Rosenthal & Rosenthal, Inc., a New York corporation. DGCL means the General Corporation Law of the State of Delaware, as in effect as of the date hereof and at the Effective Time, as applicable. Dodd-Frank Act means the DoddFrank Wall Street Reform and Consumer Protection Act of 2010, as amended. DOJ means the U.S. Department of Justice. Encumbrance means any security interest, pledge, mortgage, lien, charge, hypothecation, option to purchase or lease or otherwise acquire any interest, conditional sales agreement, adverse claim of ownership or use, title defect, easement, right of way, or other encumbrance of any kind. Environmental Laws means all Laws relating to the protection of the environment, worker health and safety, and/or governing the handling, use, generation, treatment, storage, transportation, disposal, manufacture, distribution, formulation, packaging, labeling, or Release of or exposure to Materials of Environmental Concern including the ambient air, soil, surface water or groundwater, or relating to the protection of human health from exposure to Materials of Environmental Concern. Environmental Permits means all permits, licenses, registrations, and other authorizations required under applicable Environmental Laws. Equity Interests means all Shares, Company Restricted Shares, and Options (whether vested or unvested). Exchange Act means the Securities Exchange Act of 1934, as amended. Expenses includes all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, experts and consultants to a party hereto and its Affiliates) incurred by a party or on its behalf in connection with or related to any of the authorization, preparation, negotiation, execution and performance of this Agreement and the Transactions and, in the case of Parent and Merger Sub, the due diligence investigation of the Company and its Subsidiaries. Immediate Family means, with respect to any specified individual, such individuals spouse, parents, children, and siblings, or any other relative of such indiv

Certain Terms Defined from Amended and Restated Asset Purchase Agreement

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this Agreement), dated as of January 23, 2004, is made by and among CABLE & WIRELESS USA, INC., a Delaware corporation (CWUSA), and CABLE & WIRELESS INTERNET SERVICES, INC., a Delaware corporation (CWIS, and together with CWUSA and CWIS and their subsidiaries set forth on Annex I attached hereto, Sellers), and SAVVIS ASSET HOLDINGS, INC., a Delaware corporation (Buyer), a wholly owned subsidiary of Savvis Communications Corporation of Delaware (Buyer Parent). Capitalized terms used in this Agreement are defined or cross-referenced in Article 15.

Certain Terms Defined. As used in this Agreement, the following terms shall have the following meanings: Added Amount means, with respect to Contracts that are added to schedules delivered under Section 1.1, the amount derived by subtracting the Decreased Claim Amount from the Added Cure Costs. Added Claim Amount means, with respect to all Contracts that are rejected and included on Schedule 1.2(b), Schedule 1.2(q) or Schedule 6.11 after January 21, 2004 pursuant to the terms of Section 7.7, (i) the lesser of (x) the amount of increase to the aggregate amount of allowed claims attributable to the rejection of such Contracts and (y) the aggregate amount set

Certain Terms Defined from Amended and Restated Asset Purchase Agreement

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this Agreement), dated as of January 23, 2004, is made by and among CABLE & WIRELESS USA, INC., a Delaware corporation (CWUSA), and CABLE & WIRELESS INTERNET SERVICES, INC., a Delaware corporation (CWIS, and together with CWUSA and CWIS and their subsidiaries set forth on Annex I attached hereto, Sellers), and SAVVIS ASSET HOLDINGS, INC., a Delaware corporation (Buyer), a wholly owned subsidiary of Savvis Communications Corporation of Delaware (Buyer Parent). Capitalized terms used in this Agreement are defined or cross-referenced in Article 15.

Certain Terms Defined. As used in this Agreement, the following terms shall have the following meanings: Added Amount means, with respect to Contracts that are added to schedules delivered under Section 1.1, the amount derived by subtracting the Decreased Claim Amount from the Added Cure Costs. Added Claim Amount means, with respect to all Contracts that are rejected and included on Schedule 1.2(b), Schedule 1.2(q) or Schedule 6.11 after January 21, 2004 pursuant to the terms of Section 7.7, (i) the lesser of (x) the amount of increase to the aggregate amount of allowed claims attributable to the rejection of such Contracts and (y) the aggregate amount set forth on Schedule 7.7 with respect to such Contracts, multiplied by (ii) 15%, it being understood that NA on such Schedule means zero Added Claim Amount. Added Cure Costs means, with respect to all Contracts that are added to schedules delivered pursuant to Section 1.1, the lessor of (x) amount of increase to the aggregate amount of cure costs payable by Seller attributable to the addition of such Contracts and (y) the aggregate amount set forth on Schedule 7.7 with respect to such Contracts. Affiliate means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under direct or indirect common control with such other Person. Alternative Transaction means a transaction or plan of reorganization involving a sale of all or substantially all of the Business or the Acquired Assets, whether directly or indirectly through a sale of equity (by merger, consolidation or otherwise) or claims by Cable and Wireless plc, to a party other than Buyer Parent or any of its Affiliates. Ancillary Agreement means any of the Separation Agreement, the Apollo Agreement, the Plc Transition Services Agreement or the CWA Transition Services Agreement. Apollo Agreement means that certain Asset Purchase Agreement dated as of September 17, 2003 between the CWUSA and Cable & Wireless America Systems, Inc. Auction means the auction conducted by Sellers pursuant to the Bidding Procedures Order. Bankruptcy Code means title 11 of the United States Code. Bankruptcy Court means the United States Bankruptcy Court for the District of Delaware or such other court having jurisdiction over the Chapter 11 Cases originally administered in the United States Bankruptcy Court of the District of Delaware. Business means the business of providing network and hosting services as conducted by Sellers and their respective Subsidiaries on the date hereof and encompassing the business operations, including all customer relationships, as well as any other business operations related to maintaining such customer, relationships and business operations (including managed and professional services businesses) described above, but excluding any business operations, customer relationships, assets or liabilities of Sellers or any of their respective Subsidiaries outside the United States (other than as set forth in Section 1.1(t)). Business Day means any day other than Saturday, Sunday and any day that is a legal holiday or a day on which banking institutions in New York, New York are authorized by Law or other Governmental action to close. Chapter 11 Cases means, collectively, the cases commenced and to be commenced by Sellers under chapter 11 of the Bankruptcy Code in the Bankruptcy Court. Clayton Act means title 15 of the United States Code SSSS 12-27 and title 29 of the United States Code SSSS 52-53, as amended. Code means the Internal Revenue Code of 1986, as amended. Consent means any consent, approval, authorization, qualification, waiver or notification of a Government or notification of a customer, as required by a Government. Continuing IDCs means the fifteen data centers listed and referred to as such on Schedule 1.1(a) and Schedule 1.1(b). Continuing N3 Nodes means the fifteen nodes listed and referred to as such on Schedule 15.1A. Contract means any written or oral contract, agreement, license, warranty, sublicense, lease, sublease, mortgage, instruments, guarantees, commitment, undertaking or other similar arrangement, whether express or implied. Decreased Claim Amount means, with respect to all Contracts that are added to schedules delivered pursuant to Section 1.1, (i) the lessor of (x) the amount of decrease to the aggregate amount of claims attributable to the addition of such Contracts and (y) the aggregate amount set forth on Schedule 7.7 with respect to such contracts, multiplied by (ii) 15%, it being understood that NA on such Schedule means zero Added Claim Amount. Decreased Cure Costs means, with respect to all Contracts that are rejected and included on Schedule 1.2(b), Schedule 1.2(q) or Schedule 6.11 after the Auction pursuant to the terms of Section 7.7, the lesser of (x) amount of decrease to the aggregate amount of cure costs payable by Seller attributable to the rejection of such Contracts and (y) the aggregate amount set forth on Schedule 7.7 with respect to such Contra