2020 Uses in Definitions Clause

Definitions from Agreement

STOCKHOLDERS AGREEMENT, dated as of June 29, 2017 (this Agreement), by and between D.R. HORTON, INC., a Delaware corporation (the Stockholder), and FORESTAR GROUP INC., a Delaware corporation (the Company). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in that certain Merger Agreement, of even date herewith (the Merger Agreement), by and between the Stockholder, the Company, and Force Merger Sub, Inc.

Definitions. As used in this Agreement, the following terms shall have the meanings indicated below: Affiliate shall mean with respect to any Person, a Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with such Person, provided that for purposes of this Agreement, the Stockholder shall not be deemed to be an Affiliate of the Company and vice versa. Affiliated Directors shall mean the Directors who are also concurrently managers, officers, directors or employees of the Stockholder or its Subsidiaries. Agreement shall have the meaning set forth in the Preamble. Beneficially Own shall mean, with respect to any securities, (i) having beneficial ownership of such securities for purposes of Rule 13d-3 or 13d-5 under the Exchange Act (or any successor statute or regulation), (ii) having the right to become the Beneficial Owner of such securities (whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise, or (iii) having an exercise or conversion privilege or a settlement payment or mechanism with respect to any option, warrant, convertible security, stock appreciation right, swap agreement or other security, contract right or derivative position, whether or not currently exercisable, at a price related to the value of the securities for which Beneficial Ownership is being determined or a value determined in whole or part with reference to, or derived in whole or in part from, the value of the securities for which Beneficial Ownership is being determined that increases in value as the value of the securities for which Beneficial Ownership is being determined increases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the securities for which Beneficial Ownership is being determined (excluding any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or (7) promulgated pursuant to the Exchange Act). Blackout Period shall have the meaning set forth in Section 5.3(b). Board shall mean, as of any date, the Board of Directors of the Company on such date. Business Day shall mean any day other than a Saturday, a Sunday, a federal holiday or a day on which banks in the City of New York are authorized or obligated by law to close. Capital Expenditure shall mean a capital expenditure made or incurred by the Company or any of its Subsidiaries, including property acquisitions and the incurrence of any asset-level or secured Indebtedness; provided, that, in the case of an acquisition of land for a development of residential lots, the dollar amount of such Capital Expenditure shall be deemed to include the purchase price of such development, plus the total expected development costs required (i) to prepare the initial phase of lots for the construction of homes, in the case of a development to be conducted in phases, or (ii) to prepare the land for the construction of homes, in the case of a development not to be conducted in phases. Chosen Courts shall have the meaning set forth in Section 8.5. Claim Notice shall have the meaning set forth in Section 5.10(a). Claims shall have the meaning set forth in Section 5.9(a). Common Stock shall have the meaning set forth in the Recitals. Company shall have the meaning set forth in the Preamble. Company Group shall mean the Company, each Subsidiary of the Company and each other Person that is Controlled either directly or indirectly by the Company. Company Information shall have the meaning set forth in Section 3.7(b). Control shall mean the possession, direct or indirect, of the power to direct, or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, voting equity, limited liability company interests, general partner interests, or voting interests, by contract or otherwise. Convertible Senior Notes shall mean the 3.75% Convertible Senior Notes due 2020 issued under the First Supplemental Indenture. Corporate Opportunities Group shall have the meaning set forth in Section 7.1(a). Demand Registration Statement shall have the meaning set forth in Section 5.2. Demand Request shall have the meaning set forth in Section 5.2. Director shall mean any member of the Board. EDGAR shall have the meaning set forth in Section 5.7(a)(ii). Effective Period shall have the meaning set forth in Section 5.7(a)(iii). Effective Time shall have the meaning set forth in the Merger Agreement. Encumbrance shall mean any lien, pledge, charge, claim, encumbrance, hypothecation, security interest, option, lease, license, mortgage, easement or other restriction or third-party right of any kind, including any right of first refusal, tag-along or drag-along righ

Definitions from Agreement

STOCKHOLDERS AGREEMENT, dated as of June 29, 2017 (this Agreement), by and between D.R. HORTON, INC., a Delaware corporation (the Stockholder), and FORESTAR GROUP INC., a Delaware corporation (the Company). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in that certain Merger Agreement, of even date herewith (the Merger Agreement), by and between the Stockholder, the Company, and Force Merger Sub, Inc.

Definitions. As used in this Agreement, the following terms shall have the meanings indicated below: Affiliate shall mean with respect to any Person, a Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with such Person, provided that for purposes of this Agreement, the Stockholder shall not be deemed to be an Affiliate of the Company and vice versa. Affiliated Directors shall mean the Directors who are also concurrently managers, officers, directors or employees of the Stockholder or its Subsidiaries. Agreement shall have the meaning set forth in the Preamble. Beneficially Own shall mean, with respect to any securities, (i) having beneficial ownership of such securities for purposes of Rule 13d-3 or 13d-5 under the Exchange Act (or any successor statute or regulation), (ii) having the right to become the Beneficial Owner of such securities (whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise, or (iii) having an exercise or conversion privilege or a settlement payment or mechanism with respect to any option, warrant, convertible security, stock appreciation right, swap agreement or other security, contract right or derivative position, whether or not currently exercisable, at a price related to the value of the securities for which Beneficial Ownership is being determined or a value determined in whole or part with reference to, or derived in whole or in part from, the value of the securities for which Beneficial Ownership is being determined that increases in value as the value of the securities for which Beneficial Ownership is being determined increases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the securities for which Beneficial Ownership is being determined (excluding any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or (7) promulgated pursuant to the Exchange Act). Blackout Period shall have the meaning set forth in Section 5.3(b). Board shall mean, as of any date, the Board of Directors of the Company on such date. Business Day shall mean any day other than a Saturday, a Sunday, a federal holiday or a day on which banks in the City of New York are authorized or obligated by law to close. Capital Expenditure shall mean a capital expenditure made or incurred by the Company or any of its Subsidiaries, including property acquisitions and the incurrence of any asset-level or secured Indebtedness; provided, that, in the case of an acquisition of land for a development of residential lots, the dollar amount of such Capital Expenditure shall be deemed to include the purchase price of such development, plus the total expected development costs required (i) to prepare the initial phase of lots for the construction of homes, in the case of a development to be conducted in phases, or (ii) to prepare the land for the construction of homes, in the case of a development not to be conducted in phases. Chosen Courts shall have the meaning set forth in Section 8.5. Claim Notice shall have the meaning set forth in Section 5.10(a). Claims shall have the meaning set forth in Section 5.9(a). Common Stock shall have the meaning set forth in the Recitals. Company shall have the meaning set forth in the Preamble. Company Group shall mean the Company, each Subsidiary of the Company and each other Person that is Controlled either directly or indirectly by the Company. Company Information shall have the meaning set forth in Section 3.7(b). Control shall mean the possession, direct or indirect, of the power to direct, or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, voting equity, limited liability company interests, general partner interests, or voting interests, by contract or otherwise. Convertible Senior Notes shall mean the 3.75% Convertible Senior Notes due 2020 issued under the First Supplemental Indenture. Corporate Opportunities Group shall have the meaning set forth in Section 7.1(a). Demand Registration Statement shall have the meaning set forth in Section 5.2. Demand Request shall have the meaning set forth in Section 5.2. Director shall mean any member of the Board. EDGAR shall have the meaning set forth in Section 5.7(a)(ii). Effective Period shall have the meaning set forth in Section 5.7(a)(iii). Effective Time shall have the meaning set forth in the Merger Agreement. Encumbrance shall mean any lien, pledge, charge, claim, encumbrance, hypothecation, security interest, option, lease, license, mortgage, easement or other restriction or third-party right of any kind, including any right of first refusal, tag-along or drag-along righ

Definitions from Agreement

STOCKHOLDERS AGREEMENT, dated as of June 29, 2017 (this Agreement), by and between D.R. HORTON, INC., a Delaware corporation (the Stockholder), and FORESTAR GROUP INC., a Delaware corporation (the Company). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in that certain Merger Agreement, of even date herewith (the Merger Agreement), by and between the Stockholder, the Company, and Force Merger Sub, Inc.

Definitions. As used in this Agreement, the following terms shall have the meanings indicated below: Affiliate shall mean with respect to any Person, a Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with such Person, provided that for purposes of this Agreement, the Stockholder shall not be deemed to be an Affiliate of the Company and vice versa. Affiliated Directors shall mean the Directors who are also concurrently managers, officers, directors or employees of the Stockholder or its Subsidiaries. Agreement shall have the meaning set forth in the Preamble. Beneficially Own shall mean, with respect to any securities, (i) having beneficial ownership of such securities for purposes of Rule 13d-3 or 13d-5 under the Exchange Act (or any successor statute or regulation), (ii) having the right to become the Beneficial Owner of such securities (whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise, or (iii) having an exercise or conversion privilege or a settlement payment or mechanism with respect to any option, warrant, convertible security, stock appreciation right, swap agreement or other security, contract right or derivative position, whether or not currently exercisable, at a price related to the value of the securities for which Beneficial Ownership is being determined or a value determined in whole or part with reference to, or derived in whole or in part from, the value of the securities for which Beneficial Ownership is being determined that increases in value as the value of the securities for which Beneficial Ownership is being determined increases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the securities for which Beneficial Ownership is being determined (excluding any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or (7) promulgated pursuant to the Exchange Act). Blackout Period shall have the meaning set forth in Section 5.3(b). Board shall mean, as of any date, the Board of Directors of the Company on such date. Business Day shall mean any day other than a Saturday, a Sunday, a federal holiday or a day on which banks in the City of New York are authorized or obligated by law to close. Capital Expenditure shall mean a capital expenditure made or incurred by the Company or any of its Subsidiaries, including property acquisitions and the incurrence of any asset-level or secured Indebtedness; provided, that, in the case of an acquisition of land for a development of residential lots, the dollar amount of such Capital Expenditure shall be deemed to include the purchase price of such development, plus the total expected development costs required (i) to prepare the initial phase of lots for the construction of homes, in the case of a development to be conducted in phases, or (ii) to prepare the land for the construction of homes, in the case of a development not to be conducted in phases. Chosen Courts shall have the meaning set forth in Section 8.5. Claim Notice shall have the meaning set forth in Section 5.10(a). Claims shall have the meaning set forth in Section 5.9(a). Common Stock shall have the meaning set forth in the Recitals. Company shall have the meaning set forth in the Preamble. Company Group shall mean the Company, each Subsidiary of the Company and each other Person that is Controlled either directly or indirectly by the Company. Company Information shall have the meaning set forth in Section 3.7(b). Control shall mean the possession, direct or indirect, of the power to direct, or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, voting equity, limited liability company interests, general partner interests, or voting interests, by contract or otherwise. Convertible Senior Notes shall mean the 3.75% Convertible Senior Notes due 2020 issued under the First Supplemental Indenture. Corporate Opportunities Group shall have the meaning set forth in Section 7.1(a). Demand Registration Statement shall have the meaning set forth in Section 5.2. Demand Request shall have the meaning set forth in Section 5.2. Director shall mean any member of the Board. EDGAR shall have the meaning set forth in Section 5.7(a)(ii). Effective Period shall have the meaning set forth in Section 5.7(a)(iii). Effective Time shall have the meaning set forth in the Merger Agreement. Encumbrance shall mean any lien, pledge, charge, claim, encumbrance, hypothecation, security interest, option, lease, license, mortgage, easement or other restriction or third-party right of any kind, including any right of first refusal, tag-along or drag-along righ

Definitions from Supplemental Indenture

This Twenty-Eighth Supplemental Indenture, dated as of June 9, 2017 (the Twenty-Eighth Supplemental Indenture), is entered into between CalAtlantic Group, Inc., a Delaware corporation formerly known as Standard Pacific Corp. (the Company), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association, Bank One Trust Company, N.A. and The First National Bank of Chicago), as trustee (the Trustee);

Definitions. The following terms shall have the meaning set forth below in this Twenty-Eighth Supplemental Indenture. Except as otherwise provided in this Twenty-Eighth Supplemental Indenture, all words, terms and phrases defined in the Original Indenture (but not otherwise defined herein) shall have the same meaning herein as in the Original Indenture. To the extent terms defined herein differ from terms defined in the Original Indenture the terms defined herein will govern for purposes of this Twenty-Eighth Supplemental Indenture and the Notes. 2019 Notes means the Companys 1/4% Convertible Senior Notes due 2019. 2020 Notes means the Companys 6 5/8% Senior Notes due 2020. 2022 Notes means the Companys 5 3/8% Senior Notes due 2022. 2024 Notes means the Companys 5 7/8% Senior Notes due 2024. 2024 Notes Indenture means the Original Indenture as amended and supplemented by the Twenty-First Supplemental Indenture thereto and the Twenty-Fifth Supplemental Indenture thereto. 2026 Notes means the Companys 5 1/4% Senior Notes due 2026. 2026 Notes Indenture means the Original Indenture as amended and supplemented by the Twenty-Seventh Supplemental Indenture thereto. 2032 Notes means the Companys 1 1/4% Convertible Senior Notes due 2032. 1 5/8% 2018 Notes means the Companys 1 5/8% Convertible Senior Notes due 2018. 6 1/4% 2021 Notes means the Companys 6 1/4% Senior Notes due 2021. 6 1/4% 2021 Notes Indenture means the Original Indenture as amended and supplemented by the Twentieth Supplemental Indenture thereto and the Twenty-Fourth Supplemental Indenture thereto. 8 3/8% 2018 Notes means the Companys 8 3/8% Senior Notes due 2018. 8 3/8% 2018 Notes Indenture means the Original Indenture as amended and supplemented by the Fourteenth Supplemental Indenture thereto, the Fifteenth Supplemental Indenture thereto and the Twenty-Second Supplemental Indenture thereto. 8 3/8% 2021 Notes means the Companys 8 3/8% Senior Notes due 2021. 8 3/8% 2021 Notes Indenture means the Original Indenture as amended and supplemented by the Sixteenth Supplemental Indenture thereto and the Twenty-Third Supplemental Indenture thereto. Additional Notes means any newly issued Notes issued after the Original Issue Date of the Initial Notes from time to time in accordance with the terms of the Indenture. Attributable Debt, when used with respect to any Sale and Leaseback Transaction, means, as at the time of determination, the present value (discounted at a rate equivalent to the Companys then-current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of any Capitalized Lease Obligations included in any such Sale and Leaseback Transaction. Bank Credit Facility means the Companys Credit Agreement dated as of October 5, 2015, as amended, renewed, supplemented or otherwise modified from time to time, and any other bank credit agreement or credit facility entered into in the future by the Company or any Restricted Subsidiary and any other agreement (including all related ancillary agreements) pursuant to which any of the Indebtedness, Obligations, commitments, costs, expenses, fees, reimbursements and other indemnities payable or owing under the Credit Agreement or any other bank credit agreement or credit facility (or under any subsequent Bank Credit Facility) may be refinanced, restructured, renewed, extended, refunded, replaced or increased, as the Credit Agreement or any other such bank credit agreement, credit facility or other agreement may from time to time at the option of the parties thereto be amended, renewed, supplemented or otherwise modified. Capital Stock of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. Capitalized Lease Obligations means any obligations under a lease that are required to be capitalized for financial reporting purposes in accordance with GAAP. Change of Control means the occurrence of any of the following events:

Definitions from Supplemental Indenture

THIS TWENTIETH SUPPLEMENTAL INDENTURE is entered into as of May 26, 2017, by and between DDR Corp., an Ohio corporation (the Company), and U.S. Bank National Association (the Trustee), a national banking association organized and existing under the laws of the United States, as successor trustee to U.S. Bank Trust National Association, as successor to National City Bank.

Definitions. The definition of Consolidated Income Available for Debt Service is hereby amended in its entirety as follows: Consolidated Income Available for Debt Service for any period means Consolidated Net Income of the Company and its Subsidiaries (a) plus amounts which have been deducted for (i) interest on Debt of the Company and its Subsidiaries, (ii) provision for taxes of the Company and its Subsidiaries based on income, (iii) amortization of debt discount, and (iv) depreciation and amortization, and (b) excluding (i) any extraordinary, non-recurring and other unusual noncash charge, (ii) any gains and losses on sale of real estate, and (iii) the equity in net income or loss of joint ventures in which the Company or its Subsidiaries owns an interest to the extent not providing a source of, or requiring a use of, cash, respectively. The amendment of the definition of Consolidated Income Available for Debt Service relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Designated Securities is hereby amended in its entirety as follows: Designated Securities means the Companys $300,000,000 principal amount of 4.625% Notes Due 2010, the Companys $275,000,000 principal amount of 3.875% Notes Due 2009, the Companys $250,000,000 principal amount of 5.25% Notes Due 2011, the Companys $200,000,000 principal amount of 5.0% Notes Due 2010, the Companys $200,000,000 principal amount of 5.5% Notes Due 2015, the Companys $350,000,000 principal amount of 5.375% Notes Due 2012, the Companys $300,000,000 principal amount of 9.625% Notes Due 2016, the Companys $300,000,000 principal amount of 7.50% Notes Due 2017, the Companys $300,000,000 principal amount of 7.875% Notes Due 2020, the Companys $300,000,000 principal amount of 4.75% Notes due 2018, the Companys $450,000,000 principal amount of 4.625% Notes due 2022, the Companys $300,000,000 principal amount of 3.375% Notes due 2023, the Companys $300,000,000 principal amount of 3.500% Notes due 2021, the Companys $500,000,000 principal amount of 3.625% Notes due 2025, the Companys $400,000,000 principal amount of 4.250% Notes due 2026 and the Companys $450,000,000 principal amount of 4.700% Notes due 2027. The definition of Maximum Annual Service Charge is hereby amended in its entirety as follows: Maximum Annual Service Charge as of any date means the maximum amount payable during the Companys four consecutive fiscal quarters most recently ended before such date for interest on, and required amortization of, Debt (including, in the case of the additional Debt being incurred, the pro forma effect of the Debt and intended application of the proceeds thereof as if such Debt had been outstanding for such four-quarter period). The amount payable for amortization shall include the amount of any sinking fund or other analogous fund for the retirement of Debt and the amount payable on account of principal of any such Debt that matures serially other than at the final maturity date of such Debt. The amendment of the definition of Maximum Annual Service Charge relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Total Assets is hereby amended in its entirety as follows: Total Assets as of any date means the sum of (i) Undepreciated Real Estate Assets and (ii) all other assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP (but excluding goodwill and unamortized debt costs) after eliminating intercompany accounts and transactions. The amendment of the definition of Total Assets relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Unencumbered Real Estate Asset Value is hereby amended in its entirety as follows: Unencumbered Real Estate Asset Value as of any date means the sum of: (a) the Undepreciated Real Estate Assets, which are not encumbered by any mortgage, lien, charge, pledge or security interest, as of the end of the Companys latest fiscal quarter covered in the Companys Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if that filing is not required under the Securities Exchange Act of 1934, as amended, with the Trustee) prior to such date; provided, however, that all investments in unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall be excluded from Unencumbered Real Estate Asset Value; and (b) the purchase price of any real estate assets that are not encumbered by any mortgage, lien, charge, pledge, or security interest and were acquired by the Company or any Subsidiary after the end of such quarter; provided however, that all

Definitions from Supplemental Indenture

THIS THIRD SUPPLEMENTAL INDENTURE, dated as of May 16, 2017 (this Supplemental Indenture), is between The Sherwin-Williams Company, an Ohio corporation (the Company), and Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the Trustee).

Definitions. Terms used in this Supplemental Indenture and not defined herein shall have the respective meanings given such terms in the Indenture. Acquisition means the merger of Viking Merger Sub Inc. with and into The Valspar Corporation with The Valspar Corporation continuing as the surviving corporation and wholly owned subsidiary of the Company, pursuant to the Merger Agreement as described in the prospectus supplement dated May 2, 2017 in respect of the 2020 Notes. Attributable Indebtedness in respect of a Sale/Leaseback Transaction means, as of the time of determination, (a) if the obligation in respect of such Sale/Leaseback Transaction is a Capital Lease Obligation, the amount of such obligation determined in accordance with GAAP and included in the financial statements of the lessee or (b) if the obligation in respect of such Sale/Leaseback Transaction is not a Capital Lease Obligation, the total Net Amount of Rent required to be paid by the lessee under such lease during the remaining term thereof (including any period for which the lease has been extended), discounted from the respective due dates thereof to such determination date at the rate per annum borne by the weighted average interest rate per annum borne by the Notes then outstanding under the Indenture compounded semiannually. Change of Control means the occurrence of any of the following:

Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of April 20, 2017 (this Agreement), is by and among Virtu Financial, Inc., a Delaware corporation (Parent), Orchestra Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (Merger Sub and, together with Parent, the Acquirer Parties), and KCG Holdings, Inc., a Delaware corporation (the Company and together with Parent and Merger Sub, the Parties and each, a Party).

Definitions. As used in this Agreement the following terms have the meanings indicated: Acceptable Confidentiality Agreement means a confidentiality agreement between the Company and a Person contemplating making a Company Takeover Proposal that contains (i) terms that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement and (ii) a customary standstill provision. Acquirer Disclosure Letter means the disclosure letter of the Acquirer Parties, dated as of the date of this Agreement, and delivered by Parent to the Company concurrently with the execution of this Agreement. Acquirer SEC Documents means all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) filed or furnished with the SEC as required by the SEC to be filed by the Acquirer Parties since January 1, 2015, together with any documents filed during such period by the Acquirer Parties to the SEC on a voluntary basis on Current Reports on Form 8-K. Affiliate means, with respect to any Person, any other Person that directly, or through one or more intermediaries, controls or is controlled by or is under common control with such Person. For the avoidance of doubt, neither Jefferies LLC nor any of its Affiliates shall be considered an Affiliate of the Company. Agreement means this Agreement as the same may be amended, supplemented or modified in accordance with the terms hereof. Anti-Bribery Laws means (i) the U.S. Foreign Corrupt Practices Act of 1977; (ii) the UK Bribery Act of 2010; and (iii) all other applicable anti-bribery and anti-corruption Laws, in each case, as amended. Antitrust Laws means the HSR Act and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade. Applicable Law means any Law applicable to any of the Parties or any of their respective Affiliates, directors, officers, employees, properties or assets. Asset means any asset, property, right, Contract and claim, whether real, personal or mixed, tangible or intangible, of any kind, nature and description, whether accrued, contingent or otherwise, and wheresoever situated and whether or not carried or reflected, or required to be carried or reflected, on the books of any Person. Board of Directors means the Board of Directors of Parent, Merger Sub, the Company or the Surviving Corporation, as the case may be. Business Day means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required by Law or executive order to close. Capitalization Date means 5:00 p.m., Eastern time, on April 17, 2017. Claim means any legal, administrative or arbitral claim, suit, litigation, dispute, complaint or proceeding or any governmental or regulatory investigation. Code means the Internal Revenue Code of 1986, as amended. Company Business means the business of the Company and its Subsidiaries, as conducted as of the date hereof. Company Capital Stock means, collectively, Company Common Stock and Company Preferred Stock. Company Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of the Company. Company Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of the Company. Company Common Stock means, collectively, the Company Class A Common Stock and the Company Class B Common Stock. Company Credit Agreement means the Credit Agreement, dated June 5, 2015, among KCG Americas LLC (f/k/a Knight Capital Americas LLC) as borrower, the Company, as guarantor, Bank of America, N.A., as syndication agent, BMO Harris Bank N.A., as administrative agent, and the financial institutions from time to time party thereto, as lenders. Company Disclosure Letter means the disclosure letter of the Company, dated as of the date of this Agreement, and delivered by the Company to Parent concurrently with the execution of this Agreement. Company Material Adverse Effect means any change, effect, event, occurrence, state of facts or development that (1) has a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole; provided, however, that in no event shall any of the following be deemed, either alone or in combination, to constitute, nor shall any of the following be taken into account in determining whether there has been or will be, a Company Material Adverse Effect for purposes of this clause (1): (a) changes in global, national or regional economic or political (including results of elections) conditions (including any outbreak or escalation of hostilities or war or any act of terrorism) or changes in the securities, credit or financial markets; (b) changes after the date hereof adversely and generally

Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of April 20, 2017 (this Agreement), is by and among Virtu Financial, Inc., a Delaware corporation (Parent), Orchestra Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (Merger Sub and, together with Parent, the Acquirer Parties), and KCG Holdings, Inc., a Delaware corporation (the Company and together with Parent and Merger Sub, the Parties and each, a Party).

Definitions. As used in this Agreement the following terms have the meanings indicated: Acceptable Confidentiality Agreement means a confidentiality agreement between the Company and a Person contemplating making a Company Takeover Proposal that contains (i) terms that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement and (ii) a customary standstill provision. Acquirer Disclosure Letter means the disclosure letter of the Acquirer Parties, dated as of the date of this Agreement, and delivered by Parent to the Company concurrently with the execution of this Agreement. Acquirer SEC Documents means all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) filed or furnished with the SEC as required by the SEC to be filed by the Acquirer Parties since January 1, 2015, together with any documents filed during such period by the Acquirer Parties to the SEC on a voluntary basis on Current Reports on Form 8-K. Affiliate means, with respect to any Person, any other Person that directly, or through one or more intermediaries, controls or is controlled by or is under common control with such Person. For the avoidance of doubt, neither Jefferies LLC nor any of its Affiliates shall be considered an Affiliate of the Company. Agreement means this Agreement as the same may be amended, supplemented or modified in accordance with the terms hereof. Anti-Bribery Laws means (i) the U.S. Foreign Corrupt Practices Act of 1977; (ii) the UK Bribery Act of 2010; and (iii) all other applicable anti-bribery and anti-corruption Laws, in each case, as amended. Antitrust Laws means the HSR Act and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade. Applicable Law means any Law applicable to any of the Parties or any of their respective Affiliates, directors, officers, employees, properties or assets. Asset means any asset, property, right, Contract and claim, whether real, personal or mixed, tangible or intangible, of any kind, nature and description, whether accrued, contingent or otherwise, and wheresoever situated and whether or not carried or reflected, or required to be carried or reflected, on the books of any Person. Board of Directors means the Board of Directors of Parent, Merger Sub, the Company or the Surviving Corporation, as the case may be. Business Day means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required by Law or executive order to close. Capitalization Date means 5:00 p.m., Eastern time, on April 17, 2017. Claim means any legal, administrative or arbitral claim, suit, litigation, dispute, complaint or proceeding or any governmental or regulatory investigation. Code means the Internal Revenue Code of 1986, as amended. Company Business means the business of the Company and its Subsidiaries, as conducted as of the date hereof. Company Capital Stock means, collectively, Company Common Stock and Company Preferred Stock. Company Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of the Company. Company Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of the Company. Company Common Stock means, collectively, the Company Class A Common Stock and the Company Class B Common Stock. Company Credit Agreement means the Credit Agreement, dated June 5, 2015, among KCG Americas LLC (f/k/a Knight Capital Americas LLC) as borrower, the Company, as guarantor, Bank of America, N.A., as syndication agent, BMO Harris Bank N.A., as administrative agent, and the financial institutions from time to time party thereto, as lenders. Company Disclosure Letter means the disclosure letter of the Company, dated as of the date of this Agreement, and delivered by the Company to Parent concurrently with the execution of this Agreement. Company Material Adverse Effect means any change, effect, event, occurrence, state of facts or development that (1) has a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole; provided, however, that in no event shall any of the following be deemed, either alone or in combination, to constitute, nor shall any of the following be taken into account in determining whether there has been or will be, a Company Material Adverse Effect for purposes of this clause (1): (a) changes in global, national or regional economic or political (including results of elections) conditions (including any outbreak or escalation of hostilities or war or any act of terrorism) or changes in the securities, credit or financial markets; (b) changes after the date hereof adversely and generally

DEFINITIONS from Investment Agreement

This Amended and Restated Phantom Equity Investment Agreement (this Agreement) is made as of December 3, 2013, by and among (a) Frontier Airlines, Inc., a Colorado corporation (the Company), (b) Falcon Acquisition Group, Inc., a Delaware corporation (Falcon), and (c) FAPAInvest, LLC, a Colorado limited liability company (FAPAInvest), acting as agent for and on behalf of those persons employed as of June 24, 2011 (the Agreement Date) as pilots by the Company (such persons, collectively, the Participating Pilots).

DEFINITIONS. 1.1 409A Event shall mean an event that qualifies as a change in ownership or effective control, or ownership of a substantial portion of assets, under Treas. Reg. section 1.409A-3(i)(5) of the Internal Revenue Code of 1986, as amended (the Code). 1.2 Affiliate shall mean, with respect to any person or entity, any person or entity directly or indirectly controlling or controlled by or under direct or indirect common control with such person or entity, where control (including, with correlative meaning, the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. 1.3 Applicable Time Period shall mean (i) in the event the applicable Payment Date is the first Payment Date hereunder, the period beginning on the date of the first Investment by the Participating Pilots and ending on the first Payment Date hereunder, or (ii) in the event the applicable Payment Date is not the first Payment Date hereunder, the period. beginning on the preceding Payment Date and ending on the applicable Payment Date. 1.4 Capitalization shall mean the fully-diluted capitalization of Falcon, which consists of (i) the number of shares of Common Stock issued and outstanding and (ii) the number of shares of Common Stock into which issued and outstanding warrants, options and other securities convertible or exchangeable into Common Stock may be so converted or exchanged (Conversion Shares). 1.5 Common Stock shall mean the common stock of Falcon. 1.6 Falcon Per Share Price shall mean (i) in the event that the Common Stock is listed on a national stock exchange, the closing trading price of a share of the Common Stock; (ii) on the date of a Qualifying IPO, the price to public per share of Common Stock as set forth on the final prospectus for such Qualifying IPO; or (iii) in any other event, the fair market value per share of the Common Stock determined as follows: Unless Falcon and FAPAInvest agree upon a valuation, the valuation determined by an accounting firm, valuation firm or other firm providing similar valuation services that is of recognized standing nationally in the United States (each such firm, a Valuation Firm) and engaged by Falcon and agreed to by FAPAInvest; provided that if Falcon and FAPAInvest cannot agree on a Valuation Firm, FAPAInvest shall select and engage a second Valuation Firm. Each Valuation Firm shall deliver its written determination of the fair market value per share of the Common Stock as of the applicable date (the Valuation) to both Falcon and FAPAInvest within thirty (30) days of being retained. The Valuation or, if there are two Valuations the average of the two Valuations, shall be the final Falcon Per Share Price and shall be final and binding upon all parties hereto. Falcon and FAPAInvest shall bear the expenses and fees of the Valuation Firm engaged by them in providing such Valuation. 1.7 Indigo-Affiliated Funds shall mean Indigo Frontier Holdings Company, LLC, a Delaware LLC, and its Affiliates. 1.8 Invested Capital shall mean, without duplication, the sum of (i) the aggregate cash purchase price paid by the Indigo-Affiliated Funds for shares of Common Stock, and (ii) additional capital invested by the Indigo-Affiliated Funds in the Company through June 30, 2014 for the repayment to Republic of pre-delivery payments made in respect of the Companys aircraft order with Airbus, the payment of transaction-related fees and expenses and other general corporate purposes, including working capital; provided that Invested Capital shall not exceed $150,000,000. 1.9 Investment Recovery Date shall mean that date that the Indigo-Affiliated Funds receive cumulative cash proceeds in respect of their ownership interest in Falcon (including, without limitation, cash dividends, distributions and other cash payments in respect of the ownership interest in Falcon paid to the Indigo-Affiliated Funds by Falcon, but excluding any management fees paid to Indigo-Affiliated Funds) equal to the aggregate Invested Capital plus an 8.0% annual return, in each case, measured as of the date cash proceeds are paid to the Indigo-Affiliated Funds. 1.10 Non-409A Qualifying IPO shall mean a Qualifying IPO that does not constitute a 409A Event. 1.11 Payment Date shall mean the 2020 Payment Date, the 2022 Payment Date and the 2025 Payment Date (each, as defined in Section 2.4 hereof) or any other date on which a payment is made to the Participating Pilots hereunder as a result of acceleration of payment upon the occurrence of a 409A Event. 1.12 Profit Sharing Plan shall mean the Frontier Airlines Pilots Profit Sharing Plan, as amended. 1.13 Qualifying IPO shall mean an underwritten initial public offering of the Common Stock in which the aggregate price to public as set forth on the final prospectus for such initial publi

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of January 19, 2017, by and among Broadcom Cayman Finance Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (Cayman Finance), Broadcom Corporation, a California corporation (Broadcom and together with Cayman Finance, the Co-Issuers), Broadcom Limited, a public company incorporated under the laws of the Republic of Singapore (Parent), Broadcom Cayman L.P., a limited partnership organized under the laws of the Cayman Islands (Broadcom Cayman), BC Luxembourg S.a r.l., a Luxembourg private limited liability company (societe a responsabilite limitee) having its registered office at 3A, Sentier de lEsperance, L-1474 Luxembourg, Grand-Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies under registration number B 201613 (BC Lux, and together with Parent and Broadcom Cayman, the Guarantors), and Merrill Lynch, Pierce, Fenner

Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: Broker-Dealer: Any broker or dealer registered under the Exchange Act. Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed. Closing Date: The date of this Agreement. Commission: The Securities and Exchange Commission. Consummate: Registered Exchange Offers shall be deemed Consummated for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offers, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offers open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Co-Issuers to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offers. Exchange Act: The Securities Exchange Act of 1934, as amended. Exchange Date: As defined in Section 3(b) hereof. Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offers, including the related Prospectus. Exchange Offers: The registration by the Co-Issuers under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Co-Issuers offer the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offers by such Holders. Exchange Securities: The 2.375% Senior Notes due 2020, the 3.000% Senior Notes due 2022, the 3.625% Senior Notes due 2024 and the 3.875% Senior Notes due 2027 of the same series under the Indenture as the Initial Notes and the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities to certain qualified institutional buyers, as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act. FINRA: The Financial Industry Regulatory Authority, Inc. Holders: As defined in Section 2(b) hereof. Indemnified Holder: As defined in Section 8(a) hereof. Indenture: The Indenture, dated as of January 19, 2017, by and among the Co-Issuers, the Guarantors and Wilmington Trust, National Association, as trustee (the Trustee), pursuant to which the Initial Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof. Initial Notes: As defined in the preamble hereto. Initial Placement: The issuance and sale by the Co-Issuers of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement. Initial Purchaser: As defined in the preamble hereto. Initial Securities: As defined in the preamble hereto. Interest Payment Date: As defined in the Indenture and the Initial Securities. Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. Registration Default: As defined in Section 5 hereof. Registration Statement: Any registration statement of the Co-Issuers relating to (a) an offering of Exchange Securities pursuant to the Exchange Offers or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. Related Judgment: As defined in Section 12(i)(i) hereof. Related Proceedings: As defined in Section 12(i)(i) hereof. Securities Act: The Securities Act of 1933, as amended. Shelf Effectiveness Period: As defined in Section 4(a) hereof. Shelf Filing Deadline: As defined in Section 4(a) hereof. Shelf Registration Statement: A shelf registration statement of the Co-Issuers that covers all or a portion of the Transfer Restricted Securities on an appropriate form under Rule 415 under