2013 Uses in Definitions Clause

Definitions from Long Term Incentive Plan

Definitions. For the purposes of this 2013 Plan and related documents, the following definitions apply: 2013 Plan means this 2013 Long Term Incentive Plan, as amended from time to time. Act means the Canada Business Corporations Act, as amended. Appreciation Unit means an appreciation unit granted to a Grantee pursuant to Section 7 of this 2013 Plan. AU Account means the account established on the books of the Company in respect of a Grantee pursuant to Section 7(a) of this 2013 Plan. AU Value with respect to any exercise of a Appreciation Unit means the positive difference between the average of the Fair Market Value of a Share for the five Business Days up to and including the Exercise Date less the Base Price for the Appreciation Unit being exercised. Award means the grant to a Grantee of a specified number of Appreciation Units subject to the terms of this 2013 Plan. Award Agreement means the 2013 Long Term Incentive Plan Award Agreement or other written agreement between MDA and a Grantee that evidences and sets out the terms and conditions of an Award. Base Price for an Appreciation Unit means the Fair Market Value of a Share on the Date of Grant, less the dollar value of any extraordinary dividend paid by MDA on the Shares. For the purposes hereof an extraordinary dividend shall not include any regular dividend of MDA. Black-Out Period means the period during which a restriction is imposed by the Company on all or any of its directors, officers, insiders or persons in a special relationship whereby they are to refrain from trading in the Companys securities until the restriction has been lifted by the Company. Board means the Board of Directors of the Company. Business Day means a day on which both the Stock Exchange and banks in Vancouver, British Columbia are open for business. Committee means a committee of the Board designated from time to time by resolution of the Board, which committee shall consist of no fewer than two members of the Board, none of whom shall be an officer or other salaried employee of any Participating Company. Company or MDA means MacDonald, Dettwiler and Associates Ltd., a corporation governed by the laws of Canada or any successor thereof. Date of Grant means the day on which an Award is made under this 2013 Plan. Deductions has the meaning set forth in Section 7(d) of this 2013 Plan. Employee with respect to a Participating Company means an individual who is considered an employee of the Participating Company as defined under the Income Tax Act, (Canada) as amended, or the applicable taxation legislation in the jurisdiction of the Participating Company. Exercise Date means the date on which the Company has received Notice from the Grantee of the exercise of any Appreciation Unit. Fair Market Value of a Share means the closing sale price of the Shares on the Stock Exchange, or, if that measure of price is not available, in a national market system for securities on the date or dates as provided hereunder. In the event that the Shares are not listed on any such market or national securities or stock exchange, a valuation of the fair market value of a Share on such date shall be made by the Board in its sole discretion. Grantee means an Employee who receives an Award or holds an Appreciation Unit under this 2013 Plan. Initial Appreciation Unit means the Appreciation Unit awarded with a Date of Grant of December 1, 2012. Insider means:

Definitions from Change in Control Severance Agreement

This Change in Control Severance Agreement is entered into on this 24th day of April 2017 (this Agreement) by and between Gogo Inc., a Delaware corporation (the Company), and Barry Rowan (Executive). Certain capitalized terms used herein have the meanings given to them in Section 16 hereof.

Definitions. In addition to terms defined above and elsewhere in this Agreement, the following terms shall have the meanings set forth below: Affiliate means with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms controlled and controlling have meanings correlative thereto. Annual Bonus Plan means the annual bonus plan established by the Board in which members of management participate. Award means any options or other equity incentives awarded to the Executive under the Aircell Holdings Inc. Stock Option Plan, The 2013 Gogo Equity Incentive Plan, The 2016 Gogo Equity Incentive Plan or any other plan implemented by the Company (each a Plan and collectively the Plans). Award Agreement means the written agreement between the Company and the Executive evidencing an Award under a Plan. Base Salary means the Executives annual base salary paid or payable by the Company or any of its Subsidiaries at the rate in effect (or required to be in effect before any diminution that is a basis of the Executives termination for Good Reason) on the Date of Termination. Cause shall have the meaning ascribed to it in the Employment Agreement. Change in Control means:

Definitions

Definitions. Capitalized terms used herein have the definitions specified in the 2013 Plan, (including Award, Board, Exchange Act, Fair Market Value and Share). In addition, certain capitalized terms are defined in Section 1 above and in other Sections below, and the terms set forth in this Section 2 have definitions as follows:

Definitions from Amended and Restated Registration Rights Agreement

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of February 6, 2017, is by and among Wengen Alberta, Limited Partnership, an Alberta limited partnership (the Partnership), Wengen Investments Limited, a Cayman Islands limited company and the general partner of the Partnership (WIL), Laureate Education, Inc., a public benefit corporation organized under the laws of Delaware (the Corporation or Laureate) and each of the parties hereto. The Partnership and any other Person who becomes a party hereto pursuant to Section 11(c) and are referred to individually as a Shareholder and collectively as the Shareholders.

Definitions. As used in this Agreement, the following terms shall have the following meanings, and terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Securityholders Agreement: Agreement shall have the meaning set forth in the Preamble. Carry Investor shall mean each of the Carry Investors listed in Exhibit B. Carry Vehicle shall mean each of the Carry Vehicles listed in Exhibit B. Common Stock shall mean all shares hereafter authorized of any class of common stock of the Corporation which has the right (subject always to the rights of any class or series of preferred stock of the Corporation) to participate in the distribution of the assets and earnings of the Corporation without limit as to per share amount, including any shares of capital stock into which Common Stock may be converted (as a result of recapitalization, share exchange or similar event) or are issued with respect to Common Stock, including, without limitation, with respect to any stock split or stock dividend, or a successor security. Corporation shall have the meaning set forth in the preamble. Coordination Committee shall have the meaning set forth in the Securityholders Agreement. Demand Notice shall have the meaning set forth in Section 3(a) hereof. Demand Party shall mean (i) any holder of Registrable Securities that either individually or in aggregate with all other holders with whom it is acting together to demand registration owns at least 10% of the total number of Registrable Securities then outstanding or (ii) any holder of Registrable Securities that either individually or in the aggregate with all other holders with whom it is acting together to demand registration reasonably expects to receive (without regard to any underwriting discount or commission) proceeds in excess of $100 million. Demand Registration shall have the meaning set forth in Section 3(a) hereof. Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder. Indemnified Party shall have the meaning set forth in Section 8(c) hereof. Indemnifying Party shall have the meaning set forth in Section 8(c) hereof. Initial Public Offering means the initial firm commitment underwritten offering of Common Stock to the public pursuant to an effective registration statement under the Securities Act. Laureate shall have the meaning set forth in the preamble. Laureate Certificate of Designations means that certain Certificate of Designations of Convertible Preferred Stock, Series A of Laureate, dated as of the Closing Date (as defined in the Preferred Stock Subscription Agreement). LEI 2013 Stockholders Agreement means that certain Investors Stockholders Agreement, dated as of January 16, 2013 by and among Laureate, the IFC Entities (as defined therein) and the other parties thereto. Losses shall have the meaning set forth in Section 8(a) hereof. Notice shall have the meaning set forth in Section 3(a). Partnership shall have the meaning set forth in the Preamble. Partnership Agreement shall have the meaning set forth in the recitals. Person shall mean an individual, a partnership, a joint venture, a corporation, an association, a joint stock company, a limited liability company, a trust, an unincorporated organization or a government or any department or agency or political subdivision thereof, or any group consisting of one or more of the foregoing. Piggyback Notice shall have the meaning set forth in Section 4(a) hereof. Piggyback Registration shall have the meaning set forth in Section 4(a) hereof. Preferred Investor Registration Rights Agreement means that certain Registration Rights Agreement, entered into as of December 20, 2016, by and among Laureate, the Partnership, the Preferred Investors and the other parties thereto. Preferred Investors means all investors party to the Preferred Stockholders Agreement, including any Persons who become a party to the Preferred Stockholders Agreement as an investor pursuant to the terms and conditions thereof. Preferred Stock Subscription Agreement means that certain Subscription Agreement, entered into as of December 4, 2016 regarding Series A Preferred Stock of the Corporation by and among Laureate and the other investors party thereto. Preferred Stockholders Agreement means that certain Stockholders Agreement of Laureate, entered into as of December 20, 2016 by and among Laureate, the Partnership and the other parties thereto. Proceeding shall mean an action, claim, suit, arbitration or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened. Prospectus shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A prom

Definitions from Amended and Restated Registration Rights Agreement

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of , 2017, is by and among Wengen Alberta, Limited Partnership, an Alberta limited partnership (the Partnership), Wengen Investments Limited, a Cayman Islands limited company and the general partner of the Partnership (WIL), Laureate Education, Inc., a public benefit corporation organized under the laws of Delaware (the Corporation or Laureate) and each of the parties hereto. The Partnership and any other Person who becomes a party hereto pursuant to Section 11(c) and are referred to individually as a Shareholder and collectively as the Shareholders.

Definitions. As used in this Agreement, the following terms shall have the following meanings, and terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Securityholders Agreement: Agreement shall have the meaning set forth in the Preamble. Carry Investor shall mean each of the Carry Investors listed in Exhibit B. Carry Vehicle shall mean each of the Carry Vehicles listed in Exhibit B. Common Stock shall mean all shares hereafter authorized of any class of common stock of the Corporation which has the right (subject always to the rights of any class or series of preferred stock of the Corporation) to participate in the distribution of the assets and earnings of the Corporation without limit as to per share amount, including any shares of capital stock into which Common Stock may be converted (as a result of recapitalization, share exchange or similar event) or are issued with respect to Common Stock, including, without limitation, with respect to any stock split or stock dividend, or a successor security. Corporation shall have the meaning set forth in the preamble. Coordination Committee shall have the meaning set forth in the Securityholders Agreement. Demand Notice shall have the meaning set forth in Section 3(a) hereof. Demand Party shall mean (i) any holder of Registrable Securities that either individually or in aggregate with all other holders with whom it is acting together to demand registration owns at least 10% of the total number of Registrable Securities then outstanding or (ii) any holder of Registrable Securities that either individually or in the aggregate with all other holders with whom it is acting together to demand registration reasonably expects to receive (without regard to any underwriting discount or commission) proceeds in excess of $100 million. Demand Registration shall have the meaning set forth in Section 3(a) hereof. Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder. Indemnified Party shall have the meaning set forth in Section 8(c) hereof. Indemnifying Party shall have the meaning set forth in Section 8(c) hereof. Initial Public Offering means the initial firm commitment underwritten offering of Common Stock to the public pursuant to an effective registration statement under the Securities Act. Laureate shall have the meaning set forth in the preamble. Laureate Certificate of Designations means that certain Certificate of Designations of Convertible Preferred Stock, Series A of Laureate, dated as of the Closing Date (as defined in the Preferred Stock Subscription Agreement). LEI 2013 Stockholders Agreement means that certain Investors Stockholders Agreement, dated as of January 16, 2013 by and among Laureate, the IFC Entities (as defined therein) and the other parties thereto. Losses shall have the meaning set forth in Section 8(a) hereof. Notice shall have the meaning set forth in Section 3(a). Partnership shall have the meaning set forth in the Preamble. Partnership Agreement shall have the meaning set forth in the recitals. Person shall mean an individual, a partnership, a joint venture, a corporation, an association, a joint stock company, a limited liability company, a trust, an unincorporated organization or a government or any department or agency or political subdivision thereof, or any group consisting of one or more of the foregoing. Piggyback Notice shall have the meaning set forth in Section 4(a) hereof. Piggyback Registration shall have the meaning set forth in Section 4(a) hereof. Preferred Investor Registration Rights Agreement means that certain Registration Rights Agreement, entered into as of December 20, 2016, by and among Laureate, the Partnership, the Preferred Investors and the other parties thereto. Preferred Investors means all investors party to the Preferred Stockholders Agreement, including any Persons who become a party to the Preferred Stockholders Agreement as an investor pursuant to the terms and conditions thereof. Preferred Stock Subscription Agreement means that certain Subscription Agreement, entered into as of December 4, 2016 regarding Series A Preferred Stock of the Corporation by and among Laureate and the other investors party thereto. Preferred Stockholders Agreement means that certain Stockholders Agreement of Laureate, entered into as of December 20, 2016 by and among Laureate, the Partnership and the other parties thereto. Proceeding shall mean an action, claim, suit, arbitration or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened. Prospectus shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A prom

Definitions from Employee Matters Agreement

This EMPLOYEE MATTERS AGREEMENT, dated as of October 31, 2016 (this Agreement), is by and between Alcoa Inc., a Pennsylvania corporation (Parent), and Alcoa Upstream Corporation, a Delaware corporation (UpstreamCo).

Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to them in the Separation and Distribution Agreement. Action shall have the meaning set forth in the Separation and Distribution Agreement. Affiliate shall have the meaning set forth in the Separation and Distribution Agreement. Agreement shall have the meaning set forth in the preamble to this Agreement and shall include all Schedules hereto and all amendments, modifications, and changes hereto entered into pursuant to Section 9.17. Ancillary Agreement shall have the meaning set forth in the Separation and Distribution Agreement. Assets shall have the meaning set forth in the Separation and Distribution Agreement. Benefit Plan shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including pension plans, thrift plans, supplemental pension plans and welfare plans, and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays; provided, however, that the term Benefit Plan does not include any government-sponsored benefits, such as workers compensation, unemployment or any similar plans, programs or policies. COBRA shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified in Section 601 et seq. of ERISA and in Section 4980B of the Code. Code shall have the meaning set forth in the Separation and Distribution Agreement. Delayed Transfer Employee shall have the meaning set forth in Section 3.01(b). Destination Employer shall have the meaning set forth in Section 3.01(b). Dispute shall have the meaning set forth in the Separation and Distribution Agreement. Distribution shall have the meaning set forth in the recitals to this Agreement. Distribution Date shall have the meaning set forth in the Separation and Distribution Agreement. Distribution Ratio shall have the meaning set forth in the Separation and Distribution Agreement. Effective Time shall have the meaning set forth in the Separation and Distribution Agreement. Employee shall mean any Parent Group Employee or UpstreamCo Group Employee. ERISA shall mean the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder. FICA shall have the meaning set forth in Section 3.01(f). Final Trading Day shall mean the last trading session of the NYSE ending prior to the Effective Time during which there occurs both ex-distribution trading of Parent Shares and when-issued trading of UpstreamCo Shares. Force Majeure shall have the meaning set forth in the Separation and Distribution Agreement. Former Employees shall mean Former Parent Group Employees and Former UpstreamCo Group Employees. Former Nonemployee Director means each former member of the Parent Board whose service on the Parent Board ended prior to the Effective Time. Former Parent Group Employee shall mean any individual who is a former employee of Parent or any of its Subsidiaries or former Subsidiaries as of the Operational Separation Date and who is not a Former UpstreamCo Group Employee, including any individual whose most recent employment was at a location that was sold or otherwise closed prior to the Operational Separation Date and who is identified as a Former Parent Group Employee on the master list prepared by Parent prior to the Operational Separation Date. Notwithstanding the foregoing or anything else herein to the contrary, any individual who has received a written communication from the Parent Group prior to the Operational Separation Date indicating that such individual will be classified as a former employee of the Parent Group for purposes of compensation and benefits will be treated as a Former Parent Group Employee for purposes of this Agreement. Former UpstreamCo Group Employee shall mean (i) any individual who is a former employee of Parent or any of its Subsidiaries or former Subsidiaries as of the Operational Separation Date, in each case, whose most recent employment with Parent was with a member of the UpstreamCo Group or the UpstreamCo Business, and (ii) any individual who is a former employee of Parent or its Subsidiaries or former Subsidiaries whose most recent employment was at a work location that has been sold or otherwise closed prior to the Operational Separation Date and who is identified as a Former UpstreamCo G

Definitions from Employee Matters Agreement

This EMPLOYEE MATTERS AGREEMENT, dated as of October 31, 2016 (this Agreement), is by and between Alcoa Inc., a Pennsylvania corporation (Parent), and Alcoa Upstream Corporation, a Delaware corporation (UpstreamCo).

Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to them in the Separation and Distribution Agreement. Action shall have the meaning set forth in the Separation and Distribution Agreement. Affiliate shall have the meaning set forth in the Separation and Distribution Agreement. Agreement shall have the meaning set forth in the preamble to this Agreement and shall include all Schedules hereto and all amendments, modifications, and changes hereto entered into pursuant to Section 9.17. Ancillary Agreement shall have the meaning set forth in the Separation and Distribution Agreement. Assets shall have the meaning set forth in the Separation and Distribution Agreement. Benefit Plan shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including pension plans, thrift plans, supplemental pension plans and welfare plans, and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays; provided, however, that the term Benefit Plan does not include any government-sponsored benefits, such as workers compensation, unemployment or any similar plans, programs or policies. COBRA shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified in Section 601 et seq. of ERISA and in Section 4980B of the Code. Code shall have the meaning set forth in the Separation and Distribution Agreement. Delayed Transfer Employee shall have the meaning set forth in Section 3.01(b). Destination Employer shall have the meaning set forth in Section 3.01(b). Dispute shall have the meaning set forth in the Separation and Distribution Agreement. Distribution shall have the meaning set forth in the recitals to this Agreement. Distribution Date shall have the meaning set forth in the Separation and Distribution Agreement. Distribution Ratio shall have the meaning set forth in the Separation and Distribution Agreement. Effective Time shall have the meaning set forth in the Separation and Distribution Agreement. Employee shall mean any Parent Group Employee or UpstreamCo Group Employee. ERISA shall mean the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder. FICA shall have the meaning set forth in Section 3.01(f). Final Trading Day shall mean the last trading session of the NYSE ending prior to the Effective Time during which there occurs both ex-distribution trading of Parent Shares and when-issued trading of UpstreamCo Shares. Force Majeure shall have the meaning set forth in the Separation and Distribution Agreement. Former Employees shall mean Former Parent Group Employees and Former UpstreamCo Group Employees. Former Nonemployee Director means each former member of the Parent Board whose service on the Parent Board ended prior to the Effective Time. Former Parent Group Employee shall mean any individual who is a former employee of Parent or any of its Subsidiaries or former Subsidiaries as of the Operational Separation Date and who is not a Former UpstreamCo Group Employee, including any individual whose most recent employment was at a location that was sold or otherwise closed prior to the Operational Separation Date and who is identified as a Former Parent Group Employee on the master list prepared by Parent prior to the Operational Separation Date. Notwithstanding the foregoing or anything else herein to the contrary, any individual who has received a written communication from the Parent Group prior to the Operational Separation Date indicating that such individual will be classified as a former employee of the Parent Group for purposes of compensation and benefits will be treated as a Former Parent Group Employee for purposes of this Agreement. Former UpstreamCo Group Employee shall mean (i) any individual who is a former employee of Parent or any of its Subsidiaries or former Subsidiaries as of the Operational Separation Date, in each case, whose most recent employment with Parent was with a member of the UpstreamCo Group or the UpstreamCo Business, and (ii) any individual who is a former employee of Parent or its Subsidiaries or former Subsidiaries whose most recent employment was at a work location that has been sold or otherwise closed prior to the Operational Separation Date and who is identified as a Former UpstreamCo G

Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of August 24, 2016 (this Agreement), is entered into by and among BERRY PLASTICS GROUP, INC., a Delaware corporation (Parent), BERRY PLASTICS CORPORATION, a Delaware corporation and a direct, wholly owned Subsidiary of Parent (Holdings), BERRY PLASTICS ACQUISITION CORPORATION XVI, a Delaware corporation and a direct, wholly owned Subsidiary of Holdings (Merger Sub), BERRY PLASTICS ACQUISITION CORPORATION XV, LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of Holdings (Merger Sub LLC) and AEP INDUSTRIES INC., a Delaware corporation (the Company). Defined terms used herein have the meanings set forth in Section 8.14.

Definitions. As used in this Agreement, the following terms shall have the meanings ascribed to them below: Acceptable Confidentiality Agreement shall mean a customary confidentiality agreement (which need not prohibit the making of a Takeover Proposal); provided that such confidentiality agreement contains provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (other than that it need not prohibit the making of a Takeover Proposal), unless the Company offers to amend the Company Confidentiality Agreement to reflect such more favorable terms. Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. For this purpose, control (including, with its correlative meanings, controlled by and under common control with) when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. Aggregate Merger Consideration shall have the meaning set forth in Section 2.7(a). Agreement shall have the meaning set forth in the Preamble. Alternative Financing shall have the meaning set forth in Section 5.11(a). Alternative Funding Election shall have the meaning set forth in Section 2.1(e). Alternative Funding Election Notice shall have the meaning set forth in Section 2.1(e). Alternative Funding Election Period shall have the meaning set forth in Section 2.1(e). Antitrust Laws shall mean the Sherman Act, the Clayton Act, the HSR Act, the Federal Trade Commission Act, and all applicable Foreign Antitrust Laws and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. Approvals shall have the meaning set forth in Section 5.3(a). Balance Sheet shall have the meaning set forth in Section 3.7(a). Balance Sheet Date shall have the meaning set forth in Section 3.7(a). Bankruptcy and Equity Exception shall have the meaning set forth in Section 3.3(a). Book-Entry Shares shall have the meaning set forth in Section 2.1(c)(vi). Business Day shall mean a day except a Saturday, a Sunday or other day on which the SEC or banks in the City of New York are authorized or required by Law to be closed. Cancelled Shares shall have the meaning set forth in Section 2.1(b). Cash Consideration shall have the meaning set forth in Section 2.1(c)(i). Cash Conversion Number shall have the meaning set forth in Section 2.5(a). Cash Election shall have the meaning set forth in Section 2.1(c)(i). Cash Election Number shall have the meaning set forth in Section 2.5(b)(i). Cash Election Shares shall have the meaning set forth in Section 2.1(c)(i). Cash Portion shall have the meaning set forth in Section 2.6(b). Certificate shall have the meaning set forth in Section 2.1(c)(vi). Certificates of Merger shall have the meaning set forth in Section 1.1(b). Claim shall have the meaning set forth in Section 5.6(a). Clayton Act shall mean the Clayton Act of 1914. Closing shall have the meaning set forth in Section 1.2. Closing Date shall have the meaning set forth in Section 1.2. Code shall have the meaning set forth in the Recitals. Company shall have the meaning set forth in the Preamble. Company Adverse Recommendation Change shall have the meaning set forth in Section 5.2(c). Company Board shall have the meaning set forth in the Recitals. Company Board Recommendation shall have the meaning set forth in Section 3.3(d). Company Board Recommendation Notice shall have the meaning set forth in Section 5.2(e). Company Canadian Facilities shall mean (i) that certain Commitment Letter, dated April 25, 2016, between the Bank of Nova Scotia, as bank, and AEP Canada Inc., as borrower, (ii) that certain Agreement re: Operating Credit Line, dated May 31, 2010, between the Bank of Nova Scotia, as the bank, and AEP Canada Inc., as customer, together with all schedules thereto, and (iii) that certain General Security Agreement, dated December 5, 2001, between the Bank of Nova Scotia, as the bank, and AEP Canada Inc., as customer, in the case of clauses (i) through (iii), as amended, restated, supplemented or otherwise modified to the date of this Agreement. Company Charter Documents shall mean the certificate of incorporation and bylaws of the Company, in each case as amended, restated, supplemented or otherwise modified to the date of this Agreement. Company Common Stock shall have the meaning set forth in Section 2.1. Company Confidentiality Agreement shall mean that certain C

Definitions from Equity Incentive Plan

Definitions. "Applicable Laws" means the requirements related to or implicated by the administration of the Plan under applicable state corporate law, United States federal and state securities laws, the Code, any stock exchange or quotation system on which the shares of Common Stock are listed or quoted, and the applicable laws of any foreign country or jurisdiction where Awards are granted under the Plan. "Award" means any right granted under the Plan, including an Incentive Stock Option, a Non-qualified Stock Option, a Stock Appreciation Right, or a Stock Award. "Award Agreement" means a written agreement, contract, certificate or other instrument or document evidencing the terms and conditions of an individual Award granted under the Plan which may, in the discretion of the Company, be transmitted electronically to any Participant. Each Award Agreement shall be subject to the terms and conditions of the Plan. "BAC" means BioTime Acquisition Corporation, a Delaware corporation, and any successor company or any parent company. "Board" means the Board of Directors of BAC, as constituted at any time. "Cause" means: With respect to any Employee or Consultant:(a) If the Employee or Consultant is a party to an employment or service agreement with the Company or its Affiliates and such agreement provides for a definition of Cause, the definition contained therein; or (b) If no such agreement exists, or if such agreement does not define Cause: (i) the commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Subsidiary; (ii) conduct that results in or is reasonably likely to result in harm to the reputation or business of the Company or any of its Affiliates; (iii) willful conversion or misappropriation of corporate funds; (iv) gross negligence or willful misconduct with respect to the Company or an Subsidiary; or (v) material violation of any state or federal securities law. With respect to any Director, a determination by a majority of the disinterested Board members that the Director has engaged in any of the following:(a) malfeasance in office;(b) gross misconduct or neglect;(c) false or fraudulent misrepresentation inducing the director's appointment;(d) willful conversion or misappropriation of corporate funds; or (e) repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause. "Change in Control" (a) The direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries, taken as a whole, to any Person that is not a subsidiary of the Company; (b) The Incumbent Directors cease for any reason to constitute at least a majority of the Board; (c) The date which is 10 business days prior to the consummation of a complete liquidation or dissolution of the Company; (d) The acquisition by any Person of Beneficial Ownership of 50% or more (on a fully diluted basis) of either (i) the then outstanding shares of Common Stock of the Company, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this Plan, the following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company or any Subsidiary, (B) any acquisition by any employee benefit plan sponsored or maintained by the Company or any subsidiary, (C) any acquisition which complies with clauses, (i), (ii) and (iii) of subsection (e) of this definition or (D) in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of persons including the Participant (or any entity controlled by the Participant or any group of persons including the Participant); or (e) The consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company that requires the approval of the Company's shareholders, whether for such transaction or the issuance of securities in the transaction (a "Business Combination"), unless immediately following such Business Combination: (i) more than 50% of the total voting power of (A) the entity res

Definitions from Revolving Credit and Term Loan Agreement

THIS FIFTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this "Agreement") is made and entered into as of June 8, 2012, by and among HEALTHWAYS, INC., a Delaware corporation (the "Borrower"), the several banks and financial institutions from time to time party hereto (the "Lenders"), the issuing banks from time to time party hereto (each, an "Issuing Bank") and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the "Administrative Agent"), and as swingline lender (the "Swingline Lender").

Definitions. In addition to the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined): "2013 Convertible Notes" shall mean the unsecured cash convertible senior notes due July 1, 2018 to be issued by the Borrower on or prior to 2013-uses-in-definitions-clause" title="Click to see all August 16, 2013 (date) values">August 16, 2013 (a) that are convertible into cash in an amount determined by reference to the price of the common stock of the Borrower, (b) no part of the principal of which is required to be paid (whether by way of maturity date, mandatory sinking fund, mandatory redemption or mandatory prepayment) prior to 180 days after the later of the Revolving Commitment Termination Date and the Maturity Date other than as a result of the exercise by a holder thereof of its conversion right (it being understood that any covenant requiring the Borrower to make an offer to purchase such notes as a result of a "change or control", "fundamental change" or other similar term underissued by the Borrower pursuant to the 2013 Convertible Notes Indenture or the 2013 Convertible Notes shall not violate the foregoing restriction), (c) the terms of which are consistent with those set forth in the final draft preliminary offering memorandum (including the description of notes) delivered to the Administrative Agent on or prior to the Third Amendment Date and any other terms reasonably acceptable to the Administrative Agent, and (d) the incurrence of which, at the time such incurrence, on a pro forma basis would not violate the terms of this Agreement. in the principal amount of $150,000,000.