$20,000,000 Uses in Definitions Clause

Definitions from Stock Purchase Agreement

THIS STOCK PURCHASE AGREEMENT (this Agreement) is made as of June 23, 2017 (the Effective Date) by and among Molecular Templates, Inc., a Delaware corporation (MTEM), Threshold Pharmaceuticals, Inc., a Delaware corporation (Threshold), and Millennium Pharmaceuticals, Inc., a Delaware corporation and a wholly owned subsidiary of Takeda Pharmaceutical Company Ltd. (the Investor). MTEM, Threshold and the Investor may each be referred to herein individually as a Party and collectively as the Parties.

Definitions. In addition to those terms defined elsewhere in this Agreement, for the purposes of this Agreement, the following terms shall have the meanings set forth below: Actual Reverse Split Ratio means the actual ratio for the Reverse Split that is approved by Thresholds Board of Directors and effectuated immediately prior to the Effective Time. Affiliate means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with, such Person. Assumed Per Share Purchase Price means $5.00 per Share. Assumed Reverse Split Ratio means 8.1970 pre-split shares of Common Stock for 1 post-split share of Common Stock. Business Day means any day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business. Companys Knowledge means the actual knowledge after reasonable investigation of the executive officers (as defined in Rule 405 under the Securities Act) of the Company and any executive officers of the Subsidiaries. Contract means any written agreement, contract, subcontract, lease, understanding, arrangement, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature. Control (including the terms Controlling, Controlled by or 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 Shares, by contract or otherwise. Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder. GAAP means generally accepted accounting principles in the United States. Governmental Authority means any federal, national, supranational, state, provincial, municipal, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body of competent jurisdiction. Law or Laws means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority. Material Adverse Effect means a material adverse effect on (i) the assets, properties, results of operations, financial condition, business or prospects of the Company and the Subsidiaries, taken as a whole or (ii) the authority or ability of the Company to perform its obligations under the Transaction Documents; provided that none of the following shall be taken into account, either alone or in combination, in determining whether there is a Material Adverse Effect: (a) effects caused by changes or circumstances affecting general market conditions in the U.S. economy or elsewhere in the world or which are generally applicable to the industry in which the Company operates; (b) effects attributable to the announcement or disclosure of the transactions contemplated by this Agreement (provided that any such announcement or disclosure is not in breach of this Agreement); (c) effects resulting from any changes in the market price or trading volume of the Common Stock; and (d) effects caused by any change in Law; provided further, in each case, that such effects do not, individually or in the aggregate, have a materially disproportionate adverse impact on the Company and the Subsidiaries, taken as a whole, relative to any other Person in the industry in which the Company operates. Order means any order, writ, injunction, judgment or decree. Permits means licenses, certificates, permits and other authorizations. Per Share Purchase Price means the price per Share to be paid by the Investor at the Closing, as determined pursuant to Section 3.2. Person means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, Governmental Authority or any other form of entity not specifically listed herein. PIPE Financing means the private placement by the Company to be made to certain investors pursuant to a Securities Purchase Agreement to be entered into pursuant to the Equity Commitment Letter dated March 16, 2017 by and among MTEM, Threshold and Longitude Venture Partners III, L.P., resulting in at least $20,000,000 of gross proceeds to the Company. Registration Statement has the meaning set forth in the Amended Registration Rights Agreement or the Investor Registration Rights Agreement, as applicable. Securities Act means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder. Shares means the aggregate nu

DEFINITIONS from Performance Award Agreement

In consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Hudson Pacific Properties, Inc., a Maryland corporation (the "Company"), hereby grants to [_____] (the "Participant"), as of [_______], 2017, this Outperformance Incentive Award (the "Award") under the Company's 2010 Incentive Award Plan (as amended from time to time, the "Plan"). This Award, together with all other Awards granted pursuant to this 2017 Outperformance Award Agreement, shall constitute the Company's 2017 Outperformance Program (the "2017 OPP") under the Plan.

DEFINITIONS. The capitalized terms below shall have the following meanings for purposes of this Agreement. Capitalized terms that are used but not defined herein shall have the meanings provided in the Plan.1.1"2017 OPP" shall have the meaning set forth in the preamble. 1.2"Absolute TSR Component" means, as of any given date, an amount equal to the product of (i) three percent (3%), times (ii) the difference obtained by subtracting (A) the Aggregate Market Capitalization as of such date, minus (B) the Aggregate Absolute TSR Threshold as of such date, provided, however, that in no event shall the Absolute TSR Component exceed twenty million dollars ($20,000,000) under any circumstances. If the calculation of the Absolute TSR Component results in a negative number for any given date, then the Absolute TSR Component as of such date shall equal zero for purposes of such calculation.1.3"Aggregate Absolute TSR Threshold" means, as of any given date, the sum of the Per Share Absolute TSR Threshold determined for all Shares that are or were outstanding during the Performance Period through such date. 1.4"Aggregate Baseline Capitalization Value" means, as of any given date, the sum of the Per Share Baseline Capitalization Value determined for all Shares that are or were outstanding during the Performance Period through such date.1.5"Aggregate Market Capitalization" means, as of any given date, an amount equal to the sum of (i) the aggregate Per Share Market Capitalization determined for all Shares that are or were outstanding during the Performance Period through such date, plus (ii) the sum of all dividends (including special dividends) declared by the Company with respect to the Common Stock during the period beginning on (and including) the Grant Start Date and ending on (and including) such date. 1.6"Agreement" means this 2017 Outperformance Award Agreement.1.7"Award" shall have the meaning set forth in the preamble. 1.8"Award Value" shall have the meaning set forth in Section 2.1(a) hereof.1.9"Bonus Pool" means a dollar-denominated bonus pool determined in accordance with this Agreement.1.10"Bonus Pool Interest" means the Bonus Pool Interest granted hereunder in accordance with Section 2.1(a) hereof.US-DOCS\73677387.11.11"Cause" shall have the meaning provided in an applicable employment or other service agreement between the Company (or an Affiliate) and the Participant or, if no such agreement exists or such agreement does not contain a "cause" definition, then Cause shall mean the occurrence of any one or more of the following events:(a)The Participant's willful and continued failure to substantially perform the Participant's duties with the Company (other than any such failure resulting from Disability);(b)The Participant's commission of an act of fraud or dishonesty resulting in reputational, economic or financial injury to the Company or an Affiliate;(c)The Participant's commission of, or entry by the Participant of a guilty or no contest plea to, a felony or a crime involving moral turpitude; (d)A breach by the Participant of the Participant's fiduciary duty to the Company or any Affiliate which results in reputational, economic or other injury to the Company or any Affiliate; or the Participant's willful and material breach of the Participant's obligations under a written agreement between the Company (or an Affiliate) and the Participant.1.12"Change in Control" means the occurrence of any of the following events:

DEFINITIONS from Unit Agreement

In consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Hudson Pacific Properties, L.P., a Maryland limited partnership (the "Partnership"), hereby issues to [_____] (the "Participant"), as of [_____], 2017, the Profits Interest Units (as defined in the Plan), which includes Performance Units (as defined in the Partnership Agreement) provided for herein (the "Award") under the Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010 Incentive Award Plan (as amended from time to time, the "Plan"). This Award, together with all other Awards granted by either the Partnership or Hudson Pacific Properties, Inc. (the "Company") pursuant to this 2017 Outperformance Program OPP Unit Agreement or the 2017 Outperformance Award Agreement, shall constitute the 2017 Outperformance Program (the "2017 OPP") under the Plan.

DEFINITIONS. The capitalized terms below shall have the following meanings for purposes of this Agreement. Capitalized terms that are used but not defined herein shall have the meanings provided in the Plan.1.1"2017 OPP" shall have the meaning set forth in the preamble. 1.2"Absolute TSR Component" means, as of any given date, an amount equal to the product of (i) three percent (3%), times (ii) the difference obtained by subtracting (A) the Aggregate Market Capitalization as of such date, minus (B) the Aggregate Absolute TSR Threshold as of such date, provided, however, that in no event shall the Absolute TSR Component exceed twenty million dollars ($20,000,000) under any circumstances. If the calculation of the Absolute TSR Component results in a negative number for any given date, then the Absolute TSR Component as of such date shall equal zero for purposes of such calculation.1.3"Aggregate Absolute TSR Threshold" means, as of any given date, the sum of the Per Share Absolute TSR Threshold determined for all Shares that are or were outstanding during the Performance Period through such date. 1.4"Aggregate Baseline Capitalization Value" means, as of any given date, the sum of the Per Share Baseline Capitalization Value determined for all Shares that are or were outstanding during the Performance Period through such date.1.5"Aggregate Market Capitalization" means, as of any given date, an amount equal to the sum of (i) the aggregate Per Share Market Capitalization determined for all Shares that are or were outstanding during the Performance Period through such date, plus (ii) the sum of all dividends (including special dividends) declared by the Company with respect to the Common Stock during the period beginning on (and including) the Grant Start Date and ending on (and including) such date. 1.6"Agreement" means this 2017 Outperformance Award Agreement.1.7"Award" shall have the meaning set forth in the preamble. 1.8"Award Value" shall have the meaning set forth in Section 2.1(b) hereof.US-DOCS\73678655.11.9"Bonus Pool" means a dollar-denominated bonus pool determined in accordance with this Agreement.1.10"Bonus Pool Interest" shall have the meaning set forth in Section 2.1(b) hereof.1.11"Cause" shall have the meaning provided in an applicable employment or other service agreement between the Company (or an Affiliate) and the Participant or, if no such agreement exists or such agreement does not contain a "cause" definition, then Cause shall mean the occurrence of any one or more of the following events:(a)The Participant's willful and continued failure to substantially perform the Participant's duties with the Company (other than any such failure resulting from Disability);(b)The Participant's commission of an act of fraud or dishonesty resulting in reputational, economic or financial injury to the Company or an Affiliate;(c)The Participant's commission of, or entry by the Participant of a guilty or no contest plea to, a felony or a crime involving moral turpitude; (d)A breach by the Participant of the Participant's fiduciary duty to the Company or any Affiliate which results in reputational, economic or other injury to the Company or any Affiliate; or the Participant's willful and material breach of the Participant's obligations under a written agreement between the Company (or an Affiliate) and the Participant.1.12"Change in Control" means the occurrence of any of the following events:

Definitions from Amended and Restated

Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Series B-1 and B-2 Purchase Agreement shall have the meanings given such terms in the Series B-1 and B-2 Purchase Agreement. For the purposes hereof, the following terms shall have the following meanings: Commission means the Securities and Exchange Commission. Common Stock means the Corporations common stock, par value $0.001 per share, and stock of any other class of securities into which such securities may hereafter have been reclassified or changed into. Common Stock Equivalents means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants 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. Conversion Amount means the sum of the Stated Value plus all accrued but unpaid dividends on the Preferred Stock being converted as of the Conversion Date. Conversion Date shall have the meaning set forth in Section 5(a). Conversion Price shall have the meaning set forth in Section 5(b). Conversion Shares means, collectively, the shares of Common Stock into which the shares of Preferred Stock are convertible in accordance with the terms hereof. Dividend Shares means, collectively, the shares of Common Stock which the Corporation may issue to a Holder in payment of dividends due on the Preferred Stock from time to time in accordance with the terms hereof. Dividend Payment Date shall have the meaning set forth in Section 3(a). Effective Date means the date that the Registration Statement is declared effective by the Commission. 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, directors or other permitted grantees of the Corporation 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, exchange or conversion price of such securities, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Corporation, provided that any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business compatible with the business objectives of the Corporation and in which the Corporation receives benefits in addition to the investment of funds, but shall not include a transaction in which the Corporation is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, and (d) securities pursuant to written contractual obligations entered into prior to the Initial Closing Date which have been approved in writing by the Holder. Holder means a holder of Preferred Stock. Indebtedness means (a) any liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Corporations balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Liens means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction. Notice of Conversion shall have the meaning given such term in Section 5(a). Original Issue Date shall mean the date of the first issuance of each issuance of shares of the Preferred Stock regardless of the number of transfers of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred Stock. Permitted Indebtedness means the Indebtedness existing on the Initial Closing Date and approved in writing by the Holder. Permitted Lien means the individual and collective reference to the following: (a) Liens for taxes, assessments and other gov

Definitions from Waiver and Consent to Credit Agreement

This SECOND WAIVER AND CONSENT TO CREDIT AGREEMENT (this "Agreement") is entered into as of April 19, 2016, by and among (1) AMITY OIL INTERNATIONAL PTY LTD, a company organized and existing under the laws of Australia ("Amity"), (2) DMLP, LTD., a Bahamas international business company ("DMLP"), (3) PETROGAS PETROL GAZ VE PETROKIMYA URUNLERI INSAAT SANAYI VE TICARET A.S., a Turkish joint stock company ("Petrogas"), (4) TRANSATLANTIC EXPLORATION MEDITERRANEAN INTERNATIONAL PTY. LTD., a company organized and existing under the laws of Australia ("TEMI"), (5) TALON EXPLORATION, LTD., a corporation duly organized and validly existing under the laws of Bahamas ("Talon"), (6) TRANSATLANTIC TURKEY, LTD., a corporation duly organized and validly existing under the laws of Bahamas ("TAT", and together with Amity, DMLP, Petrogas, TEMI and Talon, each a "Borrower" and, collectively, the "Borrowers"), (7) the Guarantors (as defined in the Credit Agreement defined herein), (8) the Lenders (as defin

Definitions. Unless the context otherwise requires, capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement. In addition: "Albanian Facility" means the agreement for a $20,000,000 term loan facility dated December 15, 2011 (and amended and restated on September 17, 2014) between Raiffeisen Bank Sh. A as lender and TransAtlantic Albania Ltd. (a subsidiary of Stream Oil & Gas Ltd.) as borrower. "Albanian Transaction" means the formation of a joint venture company with respect to the Delvina gas assets in Albania, whether by way of a single transaction or series of related transactions. "Convertible Notes" means the 13.0% Convertible Notes issued by the Parent and maturing on July 1, 2017 in an aggregate principal amount of $55,000,000 and shall include all debt instruments issued directly or indirectly to replace such Convertible Notes (whether by way of a conversion, exchange, swap or other mechanism). "Disposal Proceeds" means, in connection with an Albanian Transaction, a Selmo Farm-Out, a TBNG Disposal or any other Disposal made by any Obligor (or any of its Subsidiaries), the gross proceeds received therefrom, less (a) amounts required to repay outstanding senior secured Indebtedness owed to unaffiliated third parties (including, where applicable, Yapi ve Kredi Bankasi) whose consent may have been required in connection with such Disposal, (b) amounts required to pay government obligations or third party contractual obligations and any required escrows or bonding arrangements for indemnification obligations or purchase price adjustments in connection with such Disposal, (c) attorneys' fees reasonably incurred in connection with such Disposal, and (d) transaction fees and other customary out-of-pocket fees and expenses (but excluding any general and administrative costs) actually incurred by the Parent or its Subsidiaries in connection with such Disposal. "Funding Proceeds" means, in connection with any funding (whether through debt or equity) obtained by any Obligor (or any of its Subsidiaries), the gross proceeds received therefrom, less (a) attorneys' fees reasonably incurred in connection with obtaining such funding, and (b) transaction fees and other customary out-of-pocket fees and expenses (but excluding any general and administrative costs) actually incurred by such Obligor (or its Subsidiary) in connection with obtaining such funding; provided that "Funding Proceeds" shall not include the proceeds from the issuance of debt instruments to replace the Convertible Notes (whether by way of a conversion, exchange, swap or other mechanism), if such replacement debt instruments are (x) unsecured, (y) subordinated in priority of payment to the Lenders at all times, and (z) contain terms no more favorable to the holders thereof and no more onerous to the Parent and its Subsidiaries than those contained in the Convertible Notes, as determined by the Lenders in their sole and absolute discretion. "Monthly Withdrawal Limit" means $4,250,000; provided that if TBNG's share of payments due under each offtake contract are being paid into a Local Collection Account designated by the Collateral Agent, the Lenders shall, subject to receipt of satisfactory information concerning TBNG's operating expenditures, discuss with the Borrowers in good faith the possibility of allowing withdrawals above the Monthly Withdrawal Limit in each calendar month to enable TBNG to fund such expenditures. "Selmo Farm-Out" means a farm-out, joint venture or other Disposal by TEMI of an economic interest in the Selmo Field. "TBNG" means Thrace Basin Natural Gas (Turkiye) Corporation, a British Virgin Islands company, and a subsidiary of the Parent. "TBNG Disposal" means a Disposal of all or substantially all of the Equity Interests of TBNG, or all or substantially all of TBNG's assets or property (whether by way of a single transaction or series of related transactions), and yielding Disposal Proceeds of at least $15,000,000. "TBNG Disposal Agreement" means a definitive and binding sale and purchase agreement in respect of a TBNG Disposal, entered into with an independent buyer reasonably satisfactory to the Lenders. "TBNG Facility" means the agreement for an approximately $27,000,000 term loan facility maturing on September 30, 2015 (as amended and restated from time to time) between Yapi ve Kredi Bankasi as lender and TBNG as borrower. "TBNG Receivables Assignment" means an assignment of receivables granting a Security Interest over all of the present and future receivables of TBNG, in form and substance satisfactory to the Lenders. "TBNG Security Documents" means (a) a share pledge granting a Security Interest over all present and future Equity Interests of TBNG, and (b) a commercial enterprise pledge agreement granting a Security Interest over substantially all of the present and future movable assets of TBNG, each in form and substance satisfactory to the Lenders. "Waiver Date" is defined in S

Definitions from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of May 3, 2016 (the "Effective Date") by and among CST California Stations, Inc., a Delaware corporation ("CST CA"), and CST Services LLC, a Delaware limited liability company ("CST Services" and, together with CST CA, referred to herein collectively as "Sellers" and each individually as "Seller"), 7-Eleven, Inc., a Texas corporation ("7-Eleven"), SEI Fuel Services, Inc., a Texas corporation and wholly-owned subsidiary of 7-Eleven ("SEI Fuel" and, together with 7-Eleven, referred to herein collectively as "Buyers") and, solely for the purposes of Section 11.23 of this Agreement, CST Brands, Inc., a Delaware corporation ("Guarantor").

Definitions. For purposes of this Agreement, the following terms, when used in this Agreement, shall have the meanings assigned to them in this Section 1.1:"7-Eleven" has the meaning set forth in the preamble of this Agreement."Actual Inventory Value" has the meaning set forth in Exhibit C."Acquisition Proposal" means, other than the transactions contemplated hereby, any offer or proposal from any third party relating to (a) any direct or indirect acquisition, purchase, lease or license of all or a majority of all of the consolidated assets of the Business or forty percent (40%) or more of any class of equity or voting securities of any Person whose assets, individually or in the aggregate, directly or indirectly include all or a majority of all of the consolidated assets of the Business, (b) any tender offer (including a self-tender offer) or exchange offer of Guarantor or any of its direct or indirect subsidiaries that, if consummated, would result in such third party directly or indirectly owning, beneficially or otherwise, forty percent (40%) or more of any class of equity or voting securities of any Person whose assets, individually or in the aggregate, directly or indirectly include all or a majority of all of the consolidated assets of the Business, or (c) any merger, merger/division, consolidation, share exchange, business combination, sale of substantially all of the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving Guarantor or any of its direct or indirectly subsidiaries that, if consummated, would result in such third party directly or indirectly owning, beneficially or otherwise, forty percent (40%) or more of any class of equity or voting securities of any Person whose assets, individually or in the aggregate, directly or indirectly include all or a majority of all of the consolidated assets of the Business, in each case of clauses (a) through (c), whether in a single transaction or a series of transactions."ADA Settlement Agreement" means that certain Settlement Agreement and Release in Full, dated as of October 20, 2014, by and between Cecil Shaw and CST CA."Affiliate" means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by Contract or otherwise and, in any event and without limitation of the previous sentence, any Person owning twenty percent (20%) or more of the voting securities of another Person shall be deemed to control that Person."Agreement" has the meaning set forth in the preamble of this Agreement."Ancillary Agreements" means, collectively, the Deposit Escrow Agreement, the Escrow Agreement, the Assignment and Assumption Agreement, the Bill of Sale, the Seller Lease, the Site Access Agreements, the Environmental Release, the Special Warranty Deeds, each Assignment and Assumption of Real Property Lease, each Assignment and Assumption of Third Party Lease and each other agreement, certificate, instrument and document required to be delivered at the Closing or otherwise contemplated hereby."Antitrust Division" means the Antitrust Division of the United States Department of Justice."Assets" has the meaning set forth in Section 2.1."Assigned Drop Value" has the meaning set forth in Section 2.7."Assignment and Assumption Agreement" has the meaning set forth in Section 9.2(c)."Assignment and Assumption of Real Property Lease" has the meaning set forth in Section 9.2(d). "Assignment and Assumption of Third Party Lease" has the meaning set forth in Section 9.2(e)."Assumed Contracts" has the meaning set forth in Section 2.1(f)."Assumed Environmental Liabilities" has the meaning set forth in Section 2.3(a)(iv)."Assumed Liabilities" has the meaning set forth in Section 2.3(a). "Available Indemnity Escrow Amount" has the meaning set forth in Section 8.9(a)."Base Price" has the meaning set forth in Section 2.5(a)."Benefit Plans" has the meaning set forth in Section 3.13(a)."Bill of Sale" has the meaning set forth in Section 9.2(a)."Business" has the meaning set forth in the recitals of this Agreement."Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in the State of California are authorized or required by Law to be closed."Buyer Fundamental Representations" has the meaning set forth in Section 8.1(a)(ii)."Buyer General Representations" means all Buyer Surviving Representations other than the Buyer Fundamental Representations."Buyer Indemnified Parties" has the meaning set forth in Section 8.2."Buyer Surviving Representations" has the meaning set forth in Section 8.1(a)(ii)."Buyers" has the meaning set forth in the preamble of this Agreement."Buyers' Allocation" has the meaning set forth in

Definitions from Purchase and Sale Agreement

Definitions. When used in this Agreement, the following terms shall have the meanings assigned to them in this Article I or in the applicable Section of this Agreement to which reference is made in this Article I."Accounting Principles" means GAAP applied on a basis consistent with its application in the preparation of the Balance Sheets."Accounts Receivable" means (a) any trade accounts receivable and other rights to payment from customers of the Business and (b) any other account or note receivable Related to the Business, together with, in each case, the full benefit of any security interest of any member of the Seller Group therein."Acquired Benefit Plan" means each Business Benefit Plan identified on Section 4.20(c) of the Seller Disclosure Schedule as an Acquired Benefit Plan and sponsored, maintained or contributed to by an Acquired Company as of the Closing Date."Acquired Companies" means, collectively, Cibramed, Alphatec Pacific, Japan Ortho, Alphatec Medical, Scient'x Asia and Scient'x AUS."Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with such specified Person, provided, that for the purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise."Alphatec Medical" means Alphatec Medical Device (Shanghai) Co. Ltd., a company formed and existing pursuant to the laws of China."Alphatec Pacific" means Alphatec Pacific, Inc., a company formed and existing pursuant to the laws of Japan."Alphatec Spine" means Alphatec Spine GmbH, a company formed and existing pursuant to the laws of Germany."Alphatec Spine UK" means Alphatec Spine UK Ltd., a company formed and existing pursuant to the laws of the United Kingdom."Alphatec Spine US" means Alphatec Spine, Inc., a company formed and existing pursuant to the laws of the United States of America and the State of California."Ancillary Agreements" means the Supply Agreement, the Bills of Sale, the Assignment and Assumption Agreements, the Assignment and Assumption of Lease Agreements, the Credit Agreement, the Intercreditor Agreement, the Transition Services Agreement and the other agreements, instruments and documents delivered at the Closing."Asset Level Taxes" means those Taxes imposed with respect to the ownership of the Purchased Assets or the operation of the Business."Assumed Benefit Plan" means any Business Benefit Plan identified on Section 4.20(c) of the Seller Disclosure Schedule as an Assumed Benefit Plan (i) in which a Retained Company Transferred Employee participates or has any accrued benefits, or (ii) that Buyer or any of its Affiliates is required to assume under applicable Law or any applicable collective bargaining agreement."Authorization" means any authorization, approval, consent, certificate, license, permit or franchise of or from any Governmental Entity or pursuant to any Law."Base Amount" means $80,000,000."Benefit Plan" means (a) any "employee benefit plan" (including but not limited to those as defined in ERISA Section 3(3)), including any (i) nonqualified deferred compensation or retirement plan or arrangement which is an Employee Pension Benefit Plan (as defined in ERISA Section 3(2) (whether or not such plan is subject to ERISA)), (ii) qualified defined contribution retirement plan or arrangement which is an Employee Pension Benefit Plan (whether or not such plan is subject to ERISA), (iii) qualified defined benefit retirement plan or arrangement which is an Employee Pension Benefit Plan (including any Multiemployer Plan (as defined in ERISA Section 3(37) (whether or not such plan is subject to ERISA)), and (iv) Employee Welfare Benefit Plan (as defined in ERISA Section 3(1) (whether or not such plan is subject to ERISA)) or material fringe benefit plan or program, or (b) any stock purchase, stock option, profit sharing, severance pay, employment, change-in-control, vacation pay, company awards, salary continuation, sick leave, excess benefit, bonus or other incentive compensation, life insurance, or other employee benefit plan, contract, program, policy or other arrangement, whether or not subject to ERISA, in each such case, that is sponsored, maintained or contributed to, or required to be maintained or contributed to, by any member of the Seller Group or any ERISA Affiliate. For the avoidance of doubt, any employee benefit plan includes any defined benefit or defined contribution plan in the UK, France, Germany, Switzerland and Italy."Books and Records" means books of account, general, financial, warranty and shipping records, invoices, supplier lists, product specifications, product formulations, drawings, correspond

Definitions from Purchase and Sale Agreement

PURCHASE AND SALE AGREEMENT, dated as of July 25, 2016 (this "Agreement"), between Globus Medical Ireland, Ltd., a private limited company existing under the laws of Ireland ("Buyer"), and Alphatec Holdings, Inc., a Delaware corporation ("Seller").

Definitions. When used in this Agreement, the following terms shall have the meanings assigned to them in this Article I or in the applicable Section of this Agreement to which reference is made in this Article I."Accounting Principles" means GAAP applied on a basis consistent with its application in the preparation of the Balance Sheets."Accounts Receivable" means (a) any trade accounts receivable and other rights to payment from customers of the Business and (b) any other account or note receivable Related to the Business, together with, in each case, the full benefit of any security interest of any member of the Seller Group therein."Acquired Benefit Plan" means each Business Benefit Plan identified on Section 4.20(c) of the Seller Disclosure Schedule as an Acquired Benefit Plan and sponsored, maintained or contributed to by an Acquired Company as of the Closing Date."Acquired Companies" means, collectively, Cibramed, Alphatec Pacific, Japan Ortho, Alphatec Medical, Scient'x Asia and Scient'x AUS."Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with such specified Person, provided, that for the purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise."Alphatec Medical" means Alphatec Medical Device (Shanghai) Co. Ltd., a company formed and existing pursuant to the laws of China."Alphatec Pacific" means Alphatec Pacific, Inc., a company formed and existing pursuant to the laws of Japan."Alphatec Spine" means Alphatec Spine GmbH, a company formed and existing pursuant to the laws of Germany."Alphatec Spine UK" means Alphatec Spine UK Ltd., a company formed and existing pursuant to the laws of the United Kingdom."Alphatec Spine US" means Alphatec Spine, Inc., a company formed and existing pursuant to the laws of the United States of America and the State of California."Ancillary Agreements" means the Supply Agreement, the Bills of Sale, the Assignment and Assumption Agreements, the Assignment and Assumption of Lease Agreements, the Credit Agreement, the Intercreditor Agreement, the Transition Services Agreement and the other agreements, instruments and documents delivered at the Closing."Asset Level Taxes" means those Taxes imposed with respect to the ownership of the Purchased Assets or the operation of the Business."Assumed Benefit Plan" means any Business Benefit Plan identified on Section 4.20(c) of the Seller Disclosure Schedule as an Assumed Benefit Plan (i) in which a Retained Company Transferred Employee participates or has any accrued benefits, or (ii) that Buyer or any of its Affiliates is required to assume under applicable Law or any applicable collective bargaining agreement."Authorization" means any authorization, approval, consent, certificate, license, permit or franchise of or from any Governmental Entity or pursuant to any Law."Base Amount" means $80,000,000."Benefit Plan" means (a) any "employee benefit plan" (including but not limited to those as defined in ERISA Section 3(3)), including any (i) nonqualified deferred compensation or retirement plan or arrangement which is an Employee Pension Benefit Plan (as defined in ERISA Section 3(2) (whether or not such plan is subject to ERISA)), (ii) qualified defined contribution retirement plan or arrangement which is an Employee Pension Benefit Plan (whether or not such plan is subject to ERISA), (iii) qualified defined benefit retirement plan or arrangement which is an Employee Pension Benefit Plan (including any Multiemployer Plan (as defined in ERISA Section 3(37) (whether or not such plan is subject to ERISA)), and (iv) Employee Welfare Benefit Plan (as defined in ERISA Section 3(1) (whether or not such plan is subject to ERISA)) or material fringe benefit plan or program, or (b) any stock purchase, stock option, profit sharing, severance pay, employment, change-in-control, vacation pay, company awards, salary continuation, sick leave, excess benefit, bonus or other incentive compensation, life insurance, or other employee benefit plan, contract, program, policy or other arrangement, whether or not subject to ERISA, in each such case, that is sponsored, maintained or contributed to, or required to be maintained or contributed to, by any member of the Seller Group or any ERISA Affiliate. For the avoidance of doubt, any employee benefit plan includes any defined benefit or defined contribution plan in the UK, France, Germany, Switzerland and Italy."Books and Records" means books of account, general, financial, warranty and shipping records, invoices, supplier lists, product specifications, product formulations, drawings, correspond

Definitions from Restated Limited Liability Company Agreement

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of Bioventus LLC (the Company) is dated as of May 4, 2012 among the Company, Smith & Nephew, Inc., a Delaware corporation (S&N), Beluga I, Inc., a Delaware corporation (Beluga I), Beluga II, Inc., a Delaware corporation (Beluga II), Beluga III, Inc., a Delaware corporation (Beluga III), Beluga IV, Inc., a Delaware corporation (Beluga IV), Beluga V, Inc., a Delaware corporation (Beluga V), Beluga VI, Inc., a Delaware corporation (Beluga VI), Beluga VII, Inc., a Delaware corporation (Beluga VII), Beluga VII-A, Inc., a Delaware corporation (Beluga VII-A), Beluga VIII, Inc., a Delaware corporation (Beluga VIII), Mark A. Augusti and each other Member listed on the signature pages hereto from time to time.

Definitions. (a) As used herein, the following terms have the following meanings: Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person. For purposes of this definition, (i) control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have correlative meanings, and (ii) no Member or any of its Affiliates shall by reason of this Agreement or the Related Documents be deemed to be an Affiliate of any other Member or of the Company. Applicable Class Percentage means, as of any applicable time, with respect to any Class of Profits Interest Units, (i) the Outstanding Number of Profits Interest Units of such Class of Profits Interest Units divided by (ii) the total number of Units then outstanding, excluding the EPR Unit. Applicable Law means, with respect to any Person, any transnational, domestic or foreign federal, provincial, state or local law (statutory, common or otherwise), constitution, directive, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling, writ, stipulation, determination, award or other similar requirement enacted, adopted, promulgated, applied or entered by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise. Assumed Tax Rate means 40%, or such higher rate as may from time to time be determined by the Board of Managers. Award Agreement means a grant, purchase or other agreement between the Company and a Profits Interest Member pursuant to which the Company has issued Profits Interest Units to such Profits Interest Member or between the Company and any grantee under the Phantom Profits Interest Units Plan pursuant to which the Company has issued Phantom Profits Interest Units to such grantee. Benchmark Amount means, with respect to any Class of Profits Interest Units, the cumulative distributions that must be made by the Company to the Members pursuant to Section 4.01 (other than Preferred Distributions and Accrued Preferred Distributions and, for the avoidance of doubt, any Tax Distribution (or distribution treated as a Tax Distribution) made pursuant to Section 4.02) and Sections 10.05(a)(ii) through (v) before a Profits Interest Member is entitled to receive any distributions in respect of the Profits Interest Units of such Class of Profits Interest Units. Book Value means, with respect to any property of the Company, the Companys adjusted basis in such property for federal income tax purposes, provided that (i) the initial Book Value of any property contributed to the Company shall the gross fair market value of such asset on the date of the contribution, and (ii) Book Value shall be adjusted from time to time to reflect the adjustments required or permitted by Treasury Regulations Section 1.704- 1(b)(2)(iv)(e)-(g). Business Day means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or London, England are authorized or required by Applicable Law to close. Capital Account means the separate account established by the Company for each Member according to the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). For this purpose, the Company may (in the discretion of the Board of Managers), upon the occurrence of the events specified in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), increase or decrease the Capital Accounts in accordance with the rules of such regulation and Treasury Regulation Section 1.704-1(b)(2)(iv)(g) to reflect a revaluation of Company property. Capital Contribution means any cash, third party promissory obligations (valued at the fair market value thereof) or other property (valued at the fair market value thereof) which a Member contributes to the Company. The Capital Contribution of each of the Members for their Units is set forth on Schedule I attached hereto, as the same may be amended from time to time in accordance with the requirements of this Agreement. Each Member (other than the Investors) acknowledges and agrees that Schedule I may be redacted or information thereon may otherwise be aggregated to prevent disclosure of confidential information as the Board of Managers may determine from time to time. Certificate of Formation means the Certificate of Formation of the Company filed with the office of the Secretary of State of the State of Delaware, as it may be amended from time to time. Class Entitlement per Unit means, as of any applicable time, with respect to any Class of Profits Interest Units, an amount equal to (i) the Applicable Class Percentage of such Class of Profits Interest Units multiplied by (ii) the excess, if any, of (A) the Amount Available for Distribution over (B) the sum of the Benchmark A

Definitions from Purchase and Sale Agreement

This PURCHASE AND SALE AGREEMENT, dated as of April 27, 2016, is by and between First Niagara Bank, National Association, a national banking association with its principal office in Buffalo, New York (Seller), First Niagara Financial Group, Inc., a Delaware corporation and the direct parent of Seller (First Niagara), First Niagara Securities, Inc. (FNS) (provided, that FNS is a party solely with respect to the Transferred Wealth Management Relationships, the Wealth Management Business or any Purchased Assets held by FNS or Assumed Liabilities transferred by FNS) and, solely for purposes of Article XIV and Sections 7.2, 7.3, 7.5, 7.6, 7.8, 8.5 and 12.3, KeyCorp, an Ohio Corporation (Parent and, collectively with Seller, First Niagara and FNS, the Seller Parties), and Northwest Bank, a Pennsylvania savings bank with its principal office in Warren, Pennsylvania (Purchaser).

Definitions. For purposes of this Agreement, the parties covenant and agree to the following definitions and other terms: Accrued Interest and Fees shall mean (i) with respect to the Assumed Deposits, the interest, fees, costs, and other charges (whether billed or unbilled) that have been accrued but not yet paid, credited or charged to the Assumed Deposits; and (ii) with respect to the Purchased Assets, the interest, dividends, fees (including all fees associated with the Safe Deposit Agreements), costs, and other charges (whether billed or unbilled) that have been accrued but not yet paid, credited or charged to the Purchased Assets, in each case as set forth in the general ledger of the Seller maintained in the ordinary course of business of the Seller in accordance with the internal controls and procedures of the Seller, consistently applied. Adjustment Payment Date shall have the meaning specified in Section 3.3(d). Affiliate shall mean, with respect to any Person, any other Person that directly, or through one or more intermediaries, Controls, is Controlled by or is under common Control with, such Person. Affiliated Employees shall mean the employees of any Affiliate of Seller, so identified on Schedule 1.1(c)(ii) (as updated pursuant to Section 7.10). Aggregate Asset Amount shall have the meaning specified in Section 3.1(b)(2). Agreement shall mean this Purchase and Sale Agreement, including the Schedules and Exhibits hereto, as may be amended and/or restated from time to time. Allocation Statement shall have the meaning specified in Section 3.1(a). Applicable Law shall mean any federal, state, local, domestic or foreign law, including common law, statute, ordinance, rule, regulation, code, order, judgment, injunction or decree enacted, issued, promulgated, enforced or entered by, or any formal interpretive letter issued by, a Government Entity. Assignment and Assumption Agreement shall have the meaning specified in Section 4.2(a)(5). Assumed Agreements shall have the meaning specified in Section 2.1(a)(11). Assumed Contracts shall have the meaning specified in Section 2.1(a)(11). Table of Contents Assumed Deposits shall mean deposits (as defined in 12 U.S.C. SS 1813(l)) that are held by Seller or any of its Subsidiaries in connection with the Transferred Business and listed on Schedule 1.1(a) (as updated pursuant to Section 7.10), including demand deposits, savings accounts, money market deposit accounts, mutual fund and reserve fund sweep accounts, negotiable order of withdrawal accounts, certificates of deposit, deposits acquired through the telephone or the internet or other electronic media and, subject to Section 7.9, IRA, Employee Pension Plan and Keogh accounts, including any debit accounts related thereto, and all such deposits pledged as security for any Purchased Loans, excluding: (i) structured deposits; (ii) brokered deposits; (iii) unclaimed deposits subject to unclaimed property statute/escheatment; (iv) Municipal Deposits; and (v) deposits constituting money orders, certified and official checks and other items in the process of clearing. Assumed Letters of Credit shall have the meaning specified in Section 2.1(a)(10). Assumed Liabilities shall have the meaning specified in Section 2.2(a). ATM shall mean an automated teller machine. ATM Real Property Leases shall have the meaning specified in Section 2.1(a)(5). Bank Merger shall have the meaning specified in the recitals. Banking Centers shall mean the branches and offices, including any related drive-thru teller facilities, of Seller and its Subsidiaries listed on Schedule 1.1(b). Banking Center Customers shall mean, individually and collectively, (i) the Persons named as the owners of the deposit accounts relating to the Assumed Deposits, (ii) customers related to the Transferred Business Banking Relationships and the Transferred Wealth Management Relationships, (iii) the primary obligors under the Purchased Loans, (iv) the Persons named as the account holders under the Purchased Credit Card Accounts and Receivables and (v) other Persons who are customers of the Transferred Business, including, in each case, Banking Center customers who conduct activities or receive Banking Related Services through the internet or other electronic media. Banking Receivables shall have the meaning specified in Section 2.1(a)(14). Banking Related Services shall mean banking and banking-related services, brokerage, custody, financial planning, estate planning, tax planning, liquidity or cash management, lending (including commercial real estate lending), issuance of credit cards and similar products, investment advisory, asset management and trust and fiduciary services. Bill of Sale shall have the meaning specified in Section 4.2(a)(4). Books and Records shall mean, to the extent transferrable without violating applicable law, books, personnel, financial and accounting records, files (financial, accounting, personnel and other), invoices and papers, in any form or