1934 Uses in Definitions Clause

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of July 13, 2017, between Trovagene, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.5. Action shall have the meaning ascribed to such term in Section 3.1(j). Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Counsel means Sheppard, Mullin, Richter & Hampton LLP, with offices located at 30 Rockefeller Plaza, New York, New York 10112. Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith. EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(s). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, and (d) up to 500,000 shares of common stock which may be issued for miscellaneous purposes provided such purpose(s) is approved by a majority of the disinterested directors of the Company, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, and provided such shares are issued as restricted securities (as defined in Rule 144) and are not subject to any registration rights that require or permit the filing of any registration statement within 90 days of the Closing Date. FCPA means the Foreign Corrupt Practices Act of 1977, as amended. FDA shall have the meaning ascribed to such term in Section 3.1

DEFINITIONS from Employee Stock Purchase Plan

DEFINITIONS. Whenever the following terms are used in the Plan, they shall have the meaning specified below unless the context clearly indicates to the contrary. The singular pronoun shall include the plural where the context so indicates. 2.1 Administrator shall mean the Committee, or such individuals to which authority to administer the Plan has been delegated under Section 7.1 hereof. 2.2 Agent means the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged, retained, appointed or authorized to act as the agent of the Company or an Employee with regard to the Plan. 2.3 Board shall mean the Board of Directors of the Company. 2.4 Code shall mean the Internal Revenue Code of 1986, as amended. 2.5 Committee shall mean the Compensation Committee of the Board. 2.6 Common Stock shall mean the common stock of the Company. 2.7 Company shall have such meaning as set forth in Section 1.1 hereof. 2.8 Compensation of an Employee shall mean the regular straight-time earnings or base salary, bonuses and commissions paid to the Employee from the Company on each Payday as compensation for services to the Company or any Designated Subsidiary, before deduction for any salary deferral contributions made by the Employee to any tax-qualified or nonqualified deferred compensation plan, including overtime, shift differentials, vacation pay, salaried production schedule premiums, holiday pay, jury duty pay, funeral leave pay, paid time off, military pay, prior week adjustments and weekly bonus, but excluding education or tuition reimbursements, imputed income arising under any group insurance or benefit program, travel expenses, business and moving reimbursements, including tax gross ups and taxable mileage allowance, income received in connection with any stock options, restricted stock, restricted stock units or other compensatory equity awards and all contributions made by the Company or any Designated Subsidiary for the Employees benefit under any employee benefit plan now or hereafter established. Such Compensation shall be calculated before deduction of any income or employment tax withholdings, but shall be withheld from the Employees net income. 2.9 Designated Subsidiary shall mean each Subsidiary that have been designated by the Board or Committee from time to time in its sole discretion as eligible to participate in the Plan, including any Subsidiary in existence on the Effective Date and any Subsidiary formed or acquired following the Effective Date, in accordance with Section 7.2 hereof. 2.10 Effective Date shall mean the date immediately prior to the date Companys registration statement relating to its initial public offering becomes effective, provided that the Board has adopted the Plan prior to or on such date, subject to approval of the Plan by the Companys stockholders. 2.11 Eligible Employee shall mean an Employee who (a) is customarily scheduled to work at least twenty (20) hours per week, (b) whose customary employment is more than five (5) months in a calendar year and (c) after the granting of the Option would not be deemed for purposes of Section 423(b)(3) of the Code to possess five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary. For purposes of clause (c), the rules of Section 424(d) of the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership of an individual, and stock which an Employee may purchase under outstanding options shall be treated as stock owned by the Employee. Notwithstanding the foregoing, the Administrator may exclude from participation in the Plan as an Eligible Employee (x) any Employee that is a highly compensated employee of the Company or any Designated Subsidiary (within the meaning of Section 414(q) of the Code), or that is such a highly compensated employee (A) with compensation above a specified level, (B) who is an officer and/or (C) is subject to the disclosure requirements of Section 16(a) of the Exchange Act and/or (y) any Employee who is a citizen or resident of a foreign jurisdiction (without regard to whether they are also a citizen of the United States or a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code)) if either (i) the grant of the Option is prohibited under the laws of the jurisdiction governing such Employee, or (ii) compliance with the laws of the foreign jurisdiction would cause the Plan or the Option to violate the requirements of Section 423 of the Code; provided that any exclusion in clauses (x), and/or (y) shall be applied in an identical manner under each Offering Period to all Employees of the Company and all Designated Subsidiaries, in accordance with Treasury Regulation Section 1.423-2(e). 2.12 Employee shall mean any person who renders services to the Company or a Designated Subsidiary in the status of an employee within the meaning of Section 3401(c) of the Code. Employee shall not in

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of July 14, 2017 by and between Strongbridge Biopharma plc, an Irish public limited company (the Company), and CRG Partners III L.P., CRG Partners III Parallel Fund A L.P., CRG Partners III - Parallel Fund B (Cayman) L.P., CRG Partners III (Cayman) Lev AIV I L.P., and CRG Partners III (Cayman) Unlev AIV I L.P. (collectively, the Purchaser).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1: Action means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or, to the Companys Knowledge, threatened in writing against the Company, any Subsidiary or any of their respective properties or any officer, director or employee of the Company or any Subsidiary acting in his or her capacity as an officer, director or employee before or by any federal, state, county, local or foreign court, arbitrator, governmental or administrative agency, regulatory authority, stock market, stock exchange or trading facility. 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 such Person, as such terms are used in and construed under Rule 405 under the Securities Act. With respect to the Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as the Purchaser will be deemed to be an Affiliate of the Purchaser. Agreement has the meaning set forth in the Preamble. Agreements and Instruments has the meaning set forth in Section 3.1(d). Board of Directors means the board of directors of the Company. Business Day means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Shares pursuant to this Agreement. Closing Date means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all of the conditions set forth in Sections 2.1, 2.2, 5.1 and 5.2 hereof are satisfied or waived, as the case may be, or such other date as the parties may agree, which need not be the date hereof. Commission has the meaning set forth in the Recitals. Company has the meaning set forth in the Preamble. Company Counsel means Reed Smith LLP, with offices located at 599 Lexington Avenue, 22nd Floor, New York, New York 10022. Company Deliverables has the meaning set forth in Section 2.2(a). Companys Knowledge means with respect to any statement made to the Companys Knowledge, that the statement is based upon the actual or constructive knowledge of the executive officers of the Company having responsibility for the matter or matters that are the subject of the statement, after a reasonable inquiry. Control (including the terms controlling, controlled by or under common control with) means the possession, direct or indirect, 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. Disclosure Materials means the SEC Reports, the Form 6-K required to be filed pursuant to Section 4.5 of this Agreement (including the exhibits thereto and documents incorporated by reference therein), and all schedules and exhibits to the Loan Agreement. Disclosure Schedules means the Disclosure Schedules delivered by the Company concurrently with the execution and delivery of this Agreement. DTC has the meaning set forth in Section 4.1(c). Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder. First Tranche means the first Borrowing under that certain Term Loan Agreement, dated as of July 14, 2017, by and among Strongbridge U.S. Inc., Strongbridge Biopharma plc, Cortendo AB (publ), Cortendo Cayman Ltd., as borrowers, the subsidiary guarantors from time to time party thereto, the lenders from time to time party hereto, and CRG SERVICING LLC, as administrative agent and collateral agent. GAAP means U.S. generally accepted accounting principles, applied on a consistent basis during the periods involved. Intellectual Property has the meaning set forth in Section 3.1(o). Irish Counsel means Arthur Cox, with offices located at the Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland. Irrevocable Transfer Agent Instructions means, with respect to the Company, the Irrevocable Transfer Agent Instructions, in substantially the form of Exhibit B, executed by the Company and delivered to and acknowledged in writing by the Transfer Agent. Lien means any lien, charge, claim, encumbrance, security interest, right of first refusal, preemptive right or other restrictions of any kind. Loan Agreement has the meaning set forth in the Recitals. Material Adverse Effect means a material adverse effect on the results of operations, assets, prospects, business or financial condition of the Company and the Subsidiaries, taken as a whole, except t

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of July 17, 2017 (the Effective Date), is made and entered into by and among Buffalo Investor I, LP, a Delaware limited partnership (Buffalo I), Buffalo Investor II, LP, a Delaware limited partnership (Buffalo II, and together with Buffalo I, the Sellers) and SemGroup Corporation, a Delaware corporation (the Company).

Definitions. As used in and for purposes of this Agreement, the following terms have the following meanings: Affiliate means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise. Without limiting the foregoing, for the purposes of this Agreement, any managed investment funds or other investment vehicles shall be considered Affiliates. Agreed Securities Exchange means the New York Stock Exchange. Agreement means this Agreement, as amended from time to time. beneficial owner and words of similar import have the meaning assigned to such terms in Rule 13d-3 promulgated under the Exchange Act as in effect on the Effective Date. Block Trade means any sales in privately negotiated transactions to one or more purchasers, in a block trade in which a broker-dealer may seek to sell securities as an agent but may position and sell a portion of the block as principal, in purchases by a broker-dealer as principal and resale by the broker-dealer for its account, in transactions in which the broker solicits purchasers, or directly to one or more purchasers or through agents. Buffalo I has the meaning set forth in the preamble to this Agreement. Buffalo II has the meaning set forth in the preamble to this Agreement. Business Day means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized to close in the City of Houston in the United States of America. Closing Date shall have the meaning set forth in the Purchase Agreement. Company has the meaning set forth in the preamble to this Agreement. Effective Date has the meaning set forth in the preamble to this Agreement. Effectiveness Period has the meaning set forth in Section 2.1(a). Equity Interests means any type of equity ownership in the Company, or right to acquire any equity ownership in the Company, including SemGroup Common Shares or other shares or a similar security, or any other interest entitling the holder thereof to participate in dividends or otherwise granting any other economic, voting or other rights, obligations, benefits or interests in, or attaching to, such interests. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Floor has the meaning set forth in Section 2.1(b). Governmental Entity means any (i) nation, region, state, province, county, city, town, village, district or other jurisdiction, (ii) federal, state, local, municipal, foreign or other government, (iii) governmental or quasi-governmental body of any nature (including any governmental agency, branch, department, court or tribunal, or other entities), (iv) multinational organization or body or (v) body entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature. Included Registrable Securities has the meaning set forth in Section 2.2. Indemnifying Party has the meaning set forth in Section 2.8(c). Inspectors has the meaning set forth in Section 2.3(n). Law means any law, statute, code, ordinance, order, rule, rule of common law, regulation, judgment, decree or injunction, of any Governmental Entity. Losses means any and all losses, claims, damages, liabilities, obligations, costs and expenses (including as a result of any notices, actions, suits, proceedings, claims, demands, assessments, judgments, awards, costs, penalties, taxes and reasonable out-of-pocket expenses, including reasonable attorneys fees). Marketed Offering has the meaning set forth in Section 2.1(b). Offering Expenses has the meaning set forth in Section 2.6. Opt-Out Notice has the meaning set forth in Section 2.2. Participating Shareholders has the meaning set forth in Section 2.1(b). Participating Shareholder Indemnified Persons has the meaning set forth in Section 2.8(a). Party has the meaning set forth in the preamble to this Agreement. Person means any natural person, group (including a group under Section 13(d) of the Exchange Act), corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any Governmental Entity. Prospectus means the prospectus (including any preliminary prospectus and any final prospectus) included in any Registration Statement, as amended or sup

Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2017 (this Agreement), by and among H&E Equipment Services, Inc., a Delaware corporation (Parent), Neff Corporation, a Delaware corporation (Company), and Yellow Iron Merger Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX below.

Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below: Acceptable Confidentiality Agreement means a confidentiality agreement that contains terms that are no less favorable to Company in the aggregate than those contained in the Confidentiality Agreement and that contains customary standstill provisions that are reasonably acceptable to Parent; provided that (a) the standstill provisions shall provide that a person may make a non-public Acquisition Proposal to the Company Board or the Special Committee and (b) the form attached hereto as Exhibit D is deemed acceptable; provided further, such confidentiality agreement shall not prohibit compliance by Company with any of the provisions of Section 6.8. Acquisition Proposal shall mean, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, relating to, in a single transaction or series of related transactions, any direct or indirect (a) acquisition of more than 20% of the consolidated assets of Company and its Subsidiaries taken as a whole (based on the fair market value thereof), including through the acquisition of one or more Subsidiaries of Company owning such assets, (b) acquisition of beneficial ownership (as defined in Rule 12d-3 under the Exchange Act) of more than 20% of the outstanding Equity Interests of Company or any of its Subsidiaries, (c) tender offer or exchange offer that if consummated would result in any person or group beneficially owning more than 20% of the outstanding Equity Interests of Company or any of its Subsidiaries, (d) merger, consolidation, share exchange, other business combination, reorganization, recapitalization, license, joint venture, partnership, liquidation, dissolution or other similar transaction involving (i) Company or its Subsidiaries whose assets, individually or in the aggregate, constitute more than twenty percent (20%) of the consolidated assets of Company and its Subsidiaries, taken as a whole (based on the fair market value thereof), or (ii) more than 20% of the aggregate Equity Interests of Company or of the surviving entity, (e) liquidation or dissolution of Company or (f) any combination of the foregoing. Action means any claim, action, suit, audit, charge, assessment, complaint, grievance, arbitration, or any proceeding, or, to the applicable partys knowledge, any investigation or inquiry, whether at law in equity or otherwise, in each case, that is by or before any Governmental Entity or arbitrator. Charter Documents means, respectively, (i) the Company Certificate, (ii) the Company Bylaws and (iii) the certificate of incorporation, articles of incorporation, bylaws, certificate of formation, limited liability company agreement, operating agreement or other organizational documents, each as amended to date, of each Subsidiary of Company. Code means the Internal Revenue Code of 1986, as amended. Company Benefit Plans means all employee benefit plans (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and all bonus, equity, equity-based, incentive compensation, deferred compensation, retirement, pension, consulting, medical, dental, vision, disability, welfare, fringe benefit, paid time off, perquisite, retiree medical or life insurance, supplemental retirement, retention, change in control, employment, termination, and severance plans, programs, contracts, agreements or arrangements, in any case, maintained, contributed to, or required to be contributed to, by Company or any of its Subsidiaries or with respect to which Company or any of its Subsidiaries has any liability. Company Class A Common Stock means the Class A common stock, par value $0.01 per share, of Company. Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of Company. Company Common Stock means the Company Class A Common Stock and the Company Class B Common Stock. Company ERISA Affiliate means any entity which together with Company would be deemed a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code. Company Material Adverse Effect means any event, circumstance, occurrence, fact, condition, development, effect or change that (a) has a material adverse effect on the ability of Company to perform its obligations under this Agreement and to consummate the Merger and the transactions contemplated by this Agreement or (b) would reasonably be expected to, individually or in the aggregate, be materially adverse to the business, properties, assets, results of operations or condition (financial or otherwise) of Company and its Subsidiaries, taken as a whole; provided, that in no event shall any events, circumstances, occurrences, facts, conditions, developments, effects or changes, alone or in combination, be deemed to constitute or be taken into account in determining whether there has been or may be a Company M

Definitions from Common Stock Purchase Warrant

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [*] ___, (the "Initial Exercise Date) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the Termination Date) but not thereafter, to subscribe for and purchase from Duos Technologies Group, Inc., a Florida corporation (the Company), up to ______ shares (as subject to adjustment hereunder, the Warrant Shares) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (DTC) shall initially be the sole registered holder of this Warran

Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1: Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. Liens means a lien, charge pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened. Registration Statement means the Companys registration statement on Form S-1 (File No. 333-215652). Rule 144 means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Trading Day means a day on which the Common Stock is traded on a Trading Market. Trading Market means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing). Transfer Agent means Pacific Stock Transfer Co., the current transfer agent of the Company, with a mailing address of 6725 Via Austi Parkway Suite 300, Las Vegas, NV 89119 and a telephone number of (702) 361-3033, and any successor transfer agent of the Company. Warrant Agency Agreement means that certain Warrant Agency Agreement, dated as of the Initial Exercise Date, between the Company and the Warrant Agent. Warrant Agent means the Transfer Agent and any successor warrant agent of the Company. Warrants means this Warra

Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2017 (this Agreement), by and among H&E Equipment Services, Inc., a Delaware corporation (Parent), Neff Corporation, a Delaware corporation (Company), and Yellow Iron Merger Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX below.

Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below: Acceptable Confidentiality Agreement means a confidentiality agreement that contains terms that are no less favorable to Company in the aggregate than those contained in the Confidentiality Agreement and that contains customary standstill provisions that are reasonably acceptable to Parent; provided that (a) the standstill provisions shall provide that a person may make a non-public Acquisition Proposal to the Company Board or the Special Committee and (b) the form attached hereto as Exhibit D is deemed acceptable; provided further, such confidentiality agreement shall not prohibit compliance by Company with any of the provisions of Section 6.8. Acquisition Proposal shall mean, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, relating to, in a single transaction or series of related transactions, any direct or indirect (a) acquisition of more than 20% of the consolidated assets of Company and its Subsidiaries taken as a whole (based on the fair market value thereof), including through the acquisition of one or more Subsidiaries of Company owning such assets, (b) acquisition of beneficial ownership (as defined in Rule 12d-3 under the Exchange Act) of more than 20% of the outstanding Equity Interests of Company or any of its Subsidiaries, (c) tender offer or exchange offer that if consummated would result in any person or group beneficially owning more than 20% of the outstanding Equity Interests of Company or any of its Subsidiaries, (d) merger, consolidation, share exchange, other business combination, reorganization, recapitalization, license, joint venture, partnership, liquidation, dissolution or other similar transaction involving (i) Company or its Subsidiaries whose assets, individually or in the aggregate, constitute more than twenty percent (20%) of the consolidated assets of Company and its Subsidiaries, taken as a whole (based on the fair market value thereof), or (ii) more than 20% of the aggregate Equity Interests of Company or of the surviving entity, (e) liquidation or dissolution of Company or (f) any combination of the foregoing. Action means any claim, action, suit, audit, charge, assessment, complaint, grievance, arbitration, or any proceeding, or, to the applicable partys knowledge, any investigation or inquiry, whether at law in equity or otherwise, in each case, that is by or before any Governmental Entity or arbitrator. Charter Documents means, respectively, (i) the Company Certificate, (ii) the Company Bylaws and (iii) the certificate of incorporation, articles of incorporation, bylaws, certificate of formation, limited liability company agreement, operating agreement or other organizational documents, each as amended to date, of each Subsidiary of Company. Code means the Internal Revenue Code of 1986, as amended. Company Benefit Plans means all employee benefit plans (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and all bonus, equity, equity-based, incentive compensation, deferred compensation, retirement, pension, consulting, medical, dental, vision, disability, welfare, fringe benefit, paid time off, perquisite, retiree medical or life insurance, supplemental retirement, retention, change in control, employment, termination, and severance plans, programs, contracts, agreements or arrangements, in any case, maintained, contributed to, or required to be contributed to, by Company or any of its Subsidiaries or with respect to which Company or any of its Subsidiaries has any liability. Company Class A Common Stock means the Class A common stock, par value $0.01 per share, of Company. Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of Company. Company Common Stock means the Company Class A Common Stock and the Company Class B Common Stock. Company ERISA Affiliate means any entity which together with Company would be deemed a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code. Company Material Adverse Effect means any event, circumstance, occurrence, fact, condition, development, effect or change that (a) has a material adverse effect on the ability of Company to perform its obligations under this Agreement and to consummate the Merger and the transactions contemplated by this Agreement or (b) would reasonably be expected to, individually or in the aggregate, be materially adverse to the business, properties, assets, results of operations or condition (financial or otherwise) of Company and its Subsidiaries, taken as a whole; provided, that in no event shall any events, circumstances, occurrences, facts, conditions, developments, effects or changes, alone or in combination, be deemed to constitute or be taken into account in determining whether there has been or may be a Company M

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated July 7, 2017, by and between Mastech Digital, Inc., a Pennsylvania corporation (the Company) and Ashok K. Trivedi, an individual and resident of Pennsylvania, as trustee of the Ashok K. Trivedi Revocable Trust, (Purchaser).

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquisition shall have the meaning set forth in Section 4.4 of this Agreement. Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person (as such terms are used in and construed under Rule 405 of the Securities Act). Articles of Incorporation means the Companys Amended and Restated Articles of Incorporation, as amended from time to time. Closing means the closing of the purchase and sale of the Shares on the Closing Date pursuant to Section 2 of this Agreement. Closing Date means the date the Acquisition closes. Common Stock means the common stock of the Company, par value $0.01 per share. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. GAAP shall have the meaning set forth in Section 5.6 of this Agreement. Independent Committee shall have the meaning set forth in Section 4.6 of this Agreement. Investment Company Act means the Investment Company Act of 1940, as amended. Material Adverse Effect means any event, occurrence, fact, condition or change that is, or could reasonably be expected to, individually or in the aggregate, have a material adverse effect on (a) the enforceability of any Transaction Document, (b) the results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, or (c) the Companys ability to perform in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of determination, other than any such change, effect, event or circumstance, including, without limitation, any change in the stock price or trading volume of the Common Stock, that resulted exclusively from (i) any change in the United States or foreign economies or securities, banking or financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, including, without limitation, any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates, (ii) any change that generally affects the industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (iii) any change arising in connection with natural disasters, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such natural disasters, hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (iv) general political conditions, (v) any action taken by Purchaser, its Affiliates or its or their permitted successors and assigns with respect to the transactions contemplated by this Agreement, (vi) the effect of any changes in applicable laws or accounting rules that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, and (vii) any change resulting from compliance with the terms of this Agreement or the consummation of the transactions contemplated by this Agreement, including, without limitation, the public announcement of the Acquisition and the transactions contemplated by this Agreement. Per Share Purchase Price means the greater of (i) $7.00 per share of Common Stock or (ii) the closing price of the Common Stock on the NYSE MKT on the second Trading Day from and including the date of filing with the SEC a Current Report on Form 8-K announcing the execution of this Agreement and the Acquisition. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Press Release shall have the meaning set forth in Section 7.1 of this Agreement. Purchaser Indemnitee shall have the meaning set forth in Section 7.5 of this Agreement. Registration Rights Agreement means that certain registration rights agreement by and among the Company, Purchaser, and The Revocable Declaration of Trust of Sunil Wadhwani, in substantially the form attached hereto as Exhibit A. SEC means the U.S. Securities and Exchange Commission. SEC Reports shall have the meaning set forth in Section 5.6 of this Agreement. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Shares shall have the meaning ascribed to such term in Section 2.1 of this Agreement. Subscription Amount means Three Million Dollars ($3,000,000) in United States dollars and in immediately available funds. Subsidiary means any corporation, partnership or other entity of which the Company directly or indirectly owns more than fifty percent (50%) of

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated July 7, 2017, by and between Mastech Digital, Inc., a Pennsylvania corporation (the Company) and Sunil Wadhwani, an individual and resident of Pennsylvania, as trustee of The Revocable Declaration of Trust of Sunil Wadhwani, (Purchaser).

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquisition shall have the meaning set forth in Section 4.4 of this Agreement. Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person (as such terms are used in and construed under Rule 405 of the Securities Act). Articles of Incorporation means the Companys Amended and Restated Articles of Incorporation, as amended from time to time. Closing means the closing of the purchase and sale of the Shares on the Closing Date pursuant to Section 2 of this Agreement. Closing Date means the date the Acquisition closes. Common Stock means the common stock of the Company, par value $0.01 per share. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. GAAP shall have the meaning set forth in Section 5.6 of this Agreement. Independent Committee shall have the meaning set forth in Section 4.6 of this Agreement. Investment Company Act means the Investment Company Act of 1940, as amended. Material Adverse Effect means any event, occurrence, fact, condition or change that is, or could reasonably be expected to, individually or in the aggregate, have a material adverse effect on (a) the enforceability of any Transaction Document, (b) the results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, or (c) the Companys ability to perform in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of determination, other than any such change, effect, event or circumstance, including, without limitation, any change in the stock price or trading volume of the Common Stock, that resulted exclusively from (i) any change in the United States or foreign economies or securities, banking or financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, including, without limitation, any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates, (ii) any change that generally affects the industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (iii) any change arising in connection with natural disasters, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such natural disasters, hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (iv) general political conditions, (v) any action taken by Purchaser, its Affiliates or its or their permitted successors and assigns with respect to the transactions contemplated by this Agreement, (vi) the effect of any changes in applicable laws or accounting rules that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, and (vii) any change resulting from compliance with the terms of this Agreement or the consummation of the transactions contemplated by this Agreement, including, without limitation, the public announcement of the Acquisition and the transactions contemplated by this Agreement. Per Share Purchase Price means the greater of (i) $7.00 per share of Common Stock or (ii) the closing price of the Common Stock on the NYSE MKT on the second Trading Day from and including the date of filing with the SEC a Current Report on Form 8-K announcing the execution of this Agreement and the Acquisition. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Press Release shall have the meaning set forth in Section 7.1 of this Agreement. Purchaser Indemnitee shall have the meaning set forth in Section 7.5 of this Agreement. Registration Rights Agreement means that certain registration rights agreement by and among the Company, Purchaser, and the Ashok K. Trivedi Revocable Trust, in substantially the form attached hereto as Exhibit A. SEC means the U.S. Securities and Exchange Commission. SEC Reports shall have the meaning set forth in Section 5.6 of this Agreement. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Shares shall have the meaning ascribed to such term in Section 2.1 of this Agreement. Subscription Amount means Three Million Dollars ($3,000,000) in United States dollars and in immediately available funds. Subsidiary means any corporation, partnership or other entity of which the Company directly or indirectly owns more than fifty percent (50%) of its outstanding

DEFINITIONS from Second Amended and Restated Credit Agreement

This Second Amended and Restated Credit Agreement (this Agreement), dated as of July 7, 2017, is among ArcBest Corporation (formerly known as Arkansas Best Corporation) and each of its direct or indirect Subsidiaries that joins this Agreement from time to time as a Borrowing Subsidiary, the Lenders and U.S. Bank National Association, a national banking association, as a LC Issuer, Swing Line Lender and as Administrative Agent. The parties hereto agree as follows:

DEFINITIONS. As used in this Agreement: Acquisition means any transaction, or any series of related transactions, consummated after the date of this Agreement, by which any Borrower or any Subsidiary (i) acquires any going business or all or substantially all of the assets of any firm, corporation or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company. Active Subsidiary means each Subsidiary which, as of the most recent fiscal quarter of the Parent, for the period of four (4) consecutive fiscal quarters then ended for which financial statements have been delivered pursuant to Section 6.1, contributed greater than 2% of the Parents Consolidated EBITDA for such period or greater than 2% of the Parents total assets as of the end of such period. Additional Commitment is defined in Section 2.24. Adjusted Leverage Ratio is defined in Section 6.23(b). Administrative Agent means U.S. Bank in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article X. Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent. Advance means a borrowing hereunder of Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect. The term Advance shall include Swing Line Loans unless otherwise expressly provided. Affected Lender is defined in Section 2.20. Affiliate of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person, including, without limitation, such Persons Subsidiaries. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise. Aggregate Commitment means the aggregate of the Commitments of all the Lenders, as reduced from time to time pursuant to the terms hereof, as the same may be increased from time to time pursuant to Section 2.24 or reduced from time to time pursuant to Section 2.7. As of the date of this Agreement, the Aggregate Commitment is $200,000,000. Aggregate Outstanding Credit Exposure means, at any time, the aggregate of the Outstanding Credit Exposure of all the Lenders. Agreement means this Second Amended and Restated Credit Agreement, as it may be amended or modified and in effect from time to time. Alternate Base Rate means, for any day, a rate of interest per annum equal to the highest of (i) 0.0%, (ii) the Prime Rate for such day, (iii) the sum of the Federal Funds Effective Rate for such day plus 0.50% per annum and (iv) the Eurodollar Rate (without giving effect to the Applicable Margin) for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) for Dollars plus 1.00%, provided that, for the avoidance of doubt, the Eurodollar Rate for any day shall be based on the rate reported by the applicable financial information service at approximately 11:00 a.m. London time on such day. Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to the Borrowers or their Subsidiaries from time to time concerning or relating to bribery or corruption. Applicable Fee Rate means, at any time, the percentage rate per annum at which commitment fees are accruing on the Available Aggregate Commitment at such time as set forth in the Pricing Schedule. Applicable Margin means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule. Applicable Pledge Percentage means, in the case of a pledge of equity interests of a First Tier Foreign Subsidiary, 65%. Approved Fund means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. Arranger means U.S. Bank, and its successors, in its capacity as Sole Lead Arranger and Sole Book Runner. Article means an article of this Agreement unless another document is sp