2023 Uses in Definitions Clause

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 Commitment Agreement

THIS BACKSTOP COMMITMENT AGREEMENT (this "Agreement"), dated as of December 23, 2016, 2016 is made by and among Bonanza Creek Energy, Inc., a Delaware corporation and the ultimate parent of each of the other Debtors (as the debtor in possession and a reorganized debtor, as applicable, the "Company"), on behalf of itself and the other Debtors, on the one hand, and the parties set forth on Schedule 1 hereto (each referred to herein, individually, as a "Commitment Party" and, collectively, as the "Commitment Parties"), on the other hand. The Company and each Commitment Party is referred to herein, individually, as a "Party" and, collectively, as the "Parties". Capitalized terms that are used but not otherwise defined in this Agreement shall have the meanings given to them in Section 1.1 hereof or, if not defined therein, shall have the meaning given to them in the Plan.

Definitions. Except as otherwise expressly provided in this Agreement, whenever used in this Agreement (including any Exhibits and Schedules hereto), the following terms shall have the respective meanings specified therefor below or in the Plan, as applicable:

Definitions from Registration Rights Agreement

This Agreement is made pursuant to the Purchase Agreement, dated as of October 19, 2016 (the Purchase Agreement), by and among the Obligors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Obligors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers under the Purchase Agreement as set forth in Section 5(m) of the Purchase Agreement.

Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture (as defined below), and the following terms shall have the following meanings: Advice: As defined in Section 6(d) hereof. Agreement: As defined in the preamble hereto. Broker-Dealer: Any broker or dealer registered under the Exchange Act. Business Day: Any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. Commission: The U.S. Securities and Exchange Commission. Consummate: An Exchange Offer 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 Notes to be issued in the Exchange Offer, (ii) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Issuers to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Initial Notes that were validly tendered by Holders thereof pursuant to the Exchange Offer. controlling person: As defined in Section 8(a) hereof. DTC: The Depository Trust Company or its nominee. Effectiveness Target Date: As defined in Section 5(a) hereof. Exchange Act: The Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder. Exchange Notes: The 7.50% Senior Notes due 2023, including the related guarantees of such notes by the Guarantors pursuant to the Indenture, to be issued pursuant to the Indenture in the Exchange Offer. Exchange Offer: The exchange and issuance by the Issuers of a principal amount of Exchange Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to the aggregate principal amount of Initial Notes that are validly tendered by such Holders in connection with such exchange and issuance. Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer. Finance Co.: As defined in the preamble hereto. FINRA: The Financial Industry Regulatory Authority. General Partner: NGL Energy Holdings LLC, a Delaware limited liability company and the sole general partner of the Partnership. Guarantors: As defined in the preamble hereto. Holder: As defined in Section 2(b) hereof. Indemnified Holder: As defined in Section 8(a) hereof. Indenture: The indenture, dated as of October 24, 2016, by and among the Obligors and the Trustee. Initial Notes: As defined in the preamble hereto. Initial Placement: The issuance and sale by the Issuers of the Initial Notes to the Initial Purchasers pursuant to the Purchase Agreement. Initial Purchasers: As defined in the preamble hereto. Issue Date: October 24, 2016. Issuers: As defined in the preamble hereto. Liquidated Damages: As defined in Section 5(a) hereof. Obligors: As defined in the preamble hereto. Partnership: As defined in the preamble hereto. Person: An individual, partnership, limited liability company, corporation, trust, unincorporated organization or other legal entity, 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. Purchase Agreement: As defined in the preamble hereto. Registration Default: As defined in Section 5(a) hereof. Registration Statement: Any registration statement of the Obligors relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer 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 all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. Securities Act: The Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder. Shelf Filing Deadline: As defined in Section 4(a) hereof. Shelf Registration Statement: As defined in Section 4(a) hereof. Transfer Restricted Securities: Each Initial Note until the earliest to occur of (a) the date on which such Initial Note has been exchanged in the Exchange Offer by a Person other than a Broker-Dealer for an Exchange Note entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) following the exchange by a Broker-Dealer in the Exchange Offer of an Initial Note for an Exchange Note, the date on which such Exchange Note is sold to a purchase

Definitions from Amendment to Credit Agreement

This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of March 21, 2014, is entered into by and among PVH CORP., a Delaware corporation (the "U.S. Borrower"), PVH B.V. (formerly known as Tommy Hilfiger B.V.), a Dutch private limited liability company with its corporate seat in Amsterdam, The Netherlands (the "European Borrower" and, together with the U.S. Borrower, the "Borrowers"), CERTAIN SUBSIDIARIES OF THE U.S. BORROWER, as Guarantors, the Lenders party hereto from time to time, and BARCLAYS BANK PLC ("Barclays"), as Administrative Agent (together with its permitted successors in such capacity, the "Administrative Agent") and as Collateral Agent (together with its permitted successors in such capacity, the "Collateral Agent"), with MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED ("MLPFS") and CITIGROUP GLOBAL MARKETS INC. ("CGMICITIBANK, N.A.("Citi"), as Co-Syndication Agents (together with their permitted successors in such capacity, the "Co-Syndication Agents"), an

Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:"2020 Notes" means the 7.375% senior unsecured notes due 2020 issued by the U.S. Borrower pursuant to the 2020 Notes Indenture."2020 Notes Documents" means the 2020 Notes, the 2020 Notes Indenture and all other instruments, agreements and other documents evidencing or governing the 2020 Notes or providing for any guarantee or other right in respect thereof."2020 Notes Indenture" means that certain Indenture, dated as of May 6, 2010, between the U.S. Borrower and U.S. Bank National Association, as trustee."2022 Notes" means the 4.500% senior unsecured notes due 2022 issued by the U.S. Borrower pursuant to the 2022 Notes Indenture."2022 Notes Documents" means the 2022 Notes, the 2022 Notes Indenture and all other instruments, agreements and other documents evidencing or governing the 2022 Notes or providing for any guarantee or other right in respect thereof."2022 Notes Indenture" means that certain Indenture, dated as of December 20, 2012, between the U.S. Borrower and U.S. Bank National Association, as trustee."2023 Debentures" means the 7-3/4% debentures due 2023 issued by the U.S. Borrower pursuant to the 2023 Debentures Indenture."2023 Debentures Indenture" means that certain Indenture, dated as of November 1, 1993, between the U.S. Borrower and the 2023 Debentures Trustee."2023 Debentures Intercreditor Agreement" means that certain 2023 Debentures Intercreditor Agreement, dated as of the Closing Date, between the U.S. Borrower, the Collateral Agent and The Bank of New York Mellon, as trustee under the 2023 Debentures Indenture."2023 Debentures Obligations" means all obligations of every nature of any Group Member under or with respect to the 2023 Debentures."2023 Debentures Trustee" means The Bank of New York Mellon, as trustee under the 2023 Debentures Indenture, and its successors in such capacity."Acquired Business" means The Warnaco Group, Inc., a Delaware corporation, which was acquired by the U.S. Borrower pursuant to the Acquisition."Acquisition" means that certain acquisition pursuant to the Acquisition Agreement whereby the Acquired Business was merged with Merger Sub on the Closing Date, with the Acquired Business surviving as a wholly-owned Subsidiary of the U.S. Borrower."Acquisition Agreement" means that certain Agreement and Plan of Merger, dated as of October 29, 2012, by and among the U.S. Borrower, Merger Sub and the Acquired Business."Acquisition Agreement Representations" means the representations and warranties made by or with respect to the Acquired Business in the Acquisition Agreement that are material to the interests of the Lenders (but only to the extent that the U.S. Borrower or its Subsidiaries (other than the Acquired Business and its Subsidiaries) have the right to terminate their respective obligations under the Acquisition Agreement (or decline to consummate the transactions thereunder) as a result of a breach of such representations in the Acquisition Agreement)."Acquisition Consideration" means the purchase consideration for any PermittedSubject Acquisition and all other payments by any Group Member in exchange for, or as part of, or in connection with, any PermittedSubject Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such PermittedSubject Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, "earn-outs" and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business (it being understood that the amount of any deferred payment, including consideration paid in the form of or pursuant to an "earn-out" or other contingent payment, shall be calculated as the present value of expected future payments in respect thereof, as of the date of consummation of the applicable PermittedSubject Acquisition in accordance with GAAP)."Acquisition Period" shall mean the period from and after the consummation of a Qualifying Acquisition to and including the last day of the fourth full fiscal quarter following the fiscal quarter in which such Qualifying Acquisition was consummated."Adjusted Eurocurrency Rate" means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurocurrency Rate Loan, the rate per annum obtained by dividing (i) (a) the rate per annum equal to the rate determined by the Administrative Agent to be the applicable Screen Rate for deposits (for delivery on the first day of such period) (such page currently being (x) in relation to a Loan denominated i

Definitions from Senior Subordinated Note

INDENTURE dated as of June 9, 2016, among TransDigm Inc., a Delaware corporation (the Company), TransDigm Group Incorporated, a Delaware corporation (Holdings), the Guarantors (as herein defined) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the Trustee).

Definitions. 2010 Transactions means the closing of the Acquisition, offering of the 2018 Notes on December 14, 2010, borrowings made on December 14, 2010 pursuant to the Credit Facilities and the repayment of certain Indebtedness of the Company and Holdings with the proceeds of such borrowings and issuance of the 2018 Notes. 2013 Accounts Receivable Facility means the 364-day, $250 million revolving accounts receivable securitization facility, entered into on October 21, 2013, by the Company, as further described in the Final Offering Memorandum. 2014 Transactions means the offering of the 2022 Notes and the 2024 Notes on June 4, 2014, the borrowings made on the June 4, 2014 pursuant to the Credit Facilities and the repayment of the 2018 Notes with the proceeds of such offerings and borrowings. 2015 Transactions means the offering of the 2025 Notes on May 14, 2015, and the borrowing of the 2022 Term Loans pursuant to the Credit Facilities. 2016 Transactions means offering of the Notes on the Issue Date and borrowings of the 2023 Term Loans pursuant to the Credit Facilities as described in the Final Offering Memorandum. 2018 Notes means the Companys 7.75% Senior Subordinated Notes due 2018 issued under the Indenture dated December 14, 2010 among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 2020 Notes means the Companys 5.50% Senior Subordinated Notes due 2020 issued under the Indenture dated October 15, 2012, among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 2021 Notes means the Companys 7.50% Senior Subordinated Notes due 2021 issued under the Indenture dated July 1, 2013, among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 2022 Notes means the Companys 6.000% Senior Subordinated Notes due 2022 issued under the Indenture dated June 4, 2014, among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 2022 Term Loans means up to $1,040,000,000 of term loans due 2022 borrowed by the Company pursuant to the Credit Facilities on or about the date of the closing of the Pexco Acquisition. 2023 Term Loans means up to $950,000,000 of term loans due 2023 borrowed by the Company pursuant to the Credit Facilities on or about the date of the closing of the DDC Acquisition. 2024 Notes means the Companys 6.500% Senior Subordinated Notes due 2024 issued under the Indenture dated June 4, 2014, among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 2025 Notes means the Companys 6.500% Senior Subordinated Notes due 2025 issued under the Indenture dated May 14, 2015, among the Company, Holdings, the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. Acquired Indebtedness means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Company or at the time it merges or consolidates with or into the Company or any of its Subsidiaries or that is assumed in connection with the acquisition of assets from such Person, including Indebtedness incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Company or such acquisition, merger or consolidation. Acquisition means the acquisition of all the equity interests of McKechnie Aerospace Holdings, Inc., a Delaware corporation, from McKechnie Holdings LLC, pursuant to a Stock Purchase Agreement, dated as of September 25, 2010, by and among McKechnie Holdings LLC, the Company and Holdings. Additional Interest means all additional interest then owing pursuant to Section 6 of the Registration Rights Agreement. Additional Notes means, subject to the Companys compliance with Section 4.03, 6.375% Senior Subordinated Notes due 2026 issued from time to time after the Issue Date under the terms of this Indenture (other than pursuant to Section 2.06, 2.07, 2.09 or 3.06 of this Indenture and other than Exchange Notes or Private Exchange Notes issued pursuant to an exchange offer for other Notes outstanding under this Indenture). Adjusted Treasury Rate means, with respect to any redemption date, as provided by the Company, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated H. 15(519) or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to con

Definitions from Indenture

INDENTURE, dated as of June 13, 2016, among DISH DBS Corporation, a Colorado corporation (the Company), the Guarantors (as hereinafter defined) and U.S. Bank National Association, as trustee (the Trustee).

Definitions. 144A Global Note means one or more Global Notes substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, which, in the aggregate, are initially equal to the outstanding principal amount of the Notes initially sold by the Company in reliance on Rule 144A. 2009 DDBS Notes means the $1,400,000,000 aggregate principal original issue amount of 7.875% Senior Notes due 2019 issued by the Company. 2009 DDBS Notes Indenture means the indenture dated as of August 17, 2009 between the Company and U.S. Bank National Association, as trustee, as the same may be amended, modified or supplemented from time to time. 2011 DDBS Notes means the $2,000,000,000 aggregate principal original issue amount of 6.75% Senior Notes due 2021 issued by the Company. 2011 DDBS Notes Indenture means the indenture dated as of May 5, 2011 between the Company and Wells Fargo Bank, National Association, as trustee, as the same may be amended, modified or supplemented from time to time. 2012 DDBS Five-Year Notes means the $900,000,000 aggregate principal original issue amount of 4.625% Senior Notes due 2017 issued by the Company. 2012 DDBS Five-Year Notes Indenture means the indenture dated as of May 16, 2012 relating to the 4.625% Senior Notes due 2017 between the Company and Wells Fargo Bank, National Association, as trustee, as the same may be amended, modified or supplemented from time to time. 2012 DDBS Ten-Year Notes means the $2,000,000,000 aggregate principal original issue amount of 5.875% Senior Notes due 2022 issued by the Company. 2012 DDBS Ten-Year Notes Indenture means the indenture dated as of May 16, 2012 relating to the 5.875% Senior Notes due 2022 between the Company and Wells Fargo Bank, National Association, as trustee, as the same may be amended, modified or supplemented from time to time. 2012 December DDBS Notes means the $1,500,000,000 aggregate principal original issue amount of 5% Senior Notes due 2023 issued by the Company. 2012 December DDBS Notes Indenture means the indenture dated as of December 27, 2012 relating to the 5% Senior Notes due 2023 between the Company and Wells Fargo Bank, National Association, as trustee, as the same may be amended, modified or supplemented from time to time. 2013 DDBS Five-Year Notes means the $1,200,000,000 aggregate principal original issue amount of 4.250% Senior Notes due 2018 issued by the Company. 2013 DDBS Five-Year Notes Indenture means the indenture dated as of April 5, 2013 relating to the 4.250% Senior Notes due 2018 between the Company and Wells Fargo Bank, National Association, as trustee, as the same may be amended, modified or supplemented from time to time. 2013 DDBS Seven-Year Notes means the $1,100,000,000 aggregate principal original issue amount of 5.125% Senior Notes due 2020 issued by the Company. 2013 DDBS Seven-Year Notes Indenture means the indenture dated as of April 5, 2013 relating to the 5.125% Senior Notes due 2020 between the Company and Wells Fargo Bank, National Association, as trustee, as the same may be amended, modified or supplemented from time to time. 2014 DDBS Notes means the $2,000,000,000 aggregate principal original issue amount of 5.875% Senior Notes due 2024 issued by the Company. 2014 DDBS Notes Indenture means the indenture dated as of November 4, 2014 relating to the 5.875% Senior Notes due 2024 between the Company and U.S. Bank National Association, as trustee, as the same may be amended, modified or supplemented from time to time. Accounts Receivable Subsidiary means one Unrestricted Subsidiary of the Company specifically designated as an Accounts Receivable Subsidiary for the purpose of financing the Companys accounts receivable; provided that any such designation shall not be deemed to prohibit the Company from financing accounts receivable through any other entity, including, without limitation, any other Unrestricted Subsidiary. Accounts Receivable Subsidiary Notes means the notes to be issued by the Accounts Receivable Subsidiary for the purchase of accounts receivable. Acquired Debt means, with respect to any specified Person, Indebtedness of any other Person existing at the time such other Person merges with or into or becomes a Subsidiary of such specified Person, or Indebtedness incurred by such specified Person in connection with the acquisition of assets, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Subsidiary of such specified Person or the acquisition of such assets, as the case may be. Acquired Subscriber means a subscriber to a telecommunications service provided by a telecommunications service provider that is not an Affiliate of the Company at the time the Company or one of its Restricted Subsidiaries purchases the right to provide telecommunications services to such subscriber from such t

Definitions from Agreement

AGREEMENT AND PLANS OF MERGER, dated as of June 2, 2016 (this Agreement), among NORTHSTAR REALTY FINANCE CORP., a Maryland corporation (Sirius), COLONY CAPITAL, INC., a Maryland corporation (Constellation), NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (Polaris), NEW POLARIS INC., a Maryland corporation and a wholly owned Subsidiary of Polaris (New Polaris), SIRIUS MERGER SUB-T, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Sirius (Sirius Sub), NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, a Delaware limited partnership and a Subsidiary of Sirius (Sirius LP), NEW SIRIUS INC., a Maryland corporation and a wholly owned Subsidiary of Sirius (New Sirius) and NEW SIRIUS MERGER SUB, LLC, a Delaware limited liability company and a wholly owned Subsidiary of New Sirius (New Sirius Sub).

Definitions. This Agreement uses the following definitions: Advisory Contract means a contract under which a person acts as an investment adviser, sub-adviser or asset manager to any Client. Affiliate means, with respect to any person, any other person directly or indirectly, controlling, controlled by, or under common control with, such person, through one or more intermediaries or otherwise; it being understood that for purposes of this Agreement (a) Polaris and the Polaris Subsidiaries are not Affiliates of Sirius and the Sirius Subsidiaries (and vice versa), (b) Polaris and the Polaris Subsidiaries are not Affiliates of NRE, NorthStar Real Estate Income Trust, Inc., NorthStar Healthcare Income, Inc., NorthStar Real Estate Income II, Inc., NorthStar/RXR New York Metro Real Estate, Inc., NorthStar Corporate Income Fund, NorthStar Real Estate Capital Income Fund, NorthStar Corporate Income, Inc. and similar persons sponsored or co-sponsored by Polaris or Polaris Subsidiaries (and vice versa) (c) Polaris and the Polaris Subsidiaries are not Affiliates of Polaris Clients and similar persons sponsored or co-sponsored by Polaris or Polaris Subsidiaries (and vice versa), and (d) Constellation and the Constellation Subsidiaries are not Affiliates of Constellation Clients and similar persons sponsored or co-sponsored by Constellation or Constellation Subsidiaries (and vice versa). Aggregate Sirius Awards has the meaning assigned in Section 2.17(c). Agreement has the meaning assigned in the Preamble. Alternative Acquisition Agreement means any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other similar agreement (other than a confidentiality agreement as referred to in Section 6.01(a) in the case of Polaris, Section 6.02(a) in the case of Sirius and Section 6.03(a) in the case of Constellation) relating to any Polaris Acquisition Proposal, Sirius Acquisition Proposal or Constellation Acquisition Proposal, as applicable. Applicable Effective Time means the Redomestication Effective Time, the New Holdco Merger Effective Time, the Sirius-Polaris Merger Effective Time, or the Constellation-Polaris Merger Effective Time, as applicable. Articles of Conversion has the meaning assigned in Section 2.03(e). Available New Sirius Shares has the meaning assigned in Section 2.17(c). Benefit Plan has the meaning assigned in Section 5.01(l). business day means any day, other than Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed. Cash-Settled New Sirius Equity Award has the meaning assigned in Section 2.17(c). Client means any client to which Polaris or any Polaris Subsidiary or Constellation or any Constellation Subsidiary, as applicable, provides investment advisory or investment management services. Closing has the meaning assigned in Section 2.02. Closing Date has the meaning assigned in Section 2.02. Code has the meaning assigned in the Recitals. Committed Debt Financing means the debt financing to be incurred pursuant to the Debt Commitment Letter. Company Regulatory Reports has the meaning assigned in Section 4.01(z)(7). Confidentiality Agreements has the meaning assigned in Section 6.08(b). Constellation has the meaning assigned in the Preamble. Constellation Acquisition Proposal means any bona fide proposal or offer from any person or group (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), other than an Other Party or any of its respective Subsidiaries, and whether involving a transaction or series of related transactions, for a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination, sale of assets or similar transaction, involving the acquisition or issuance of (a) twenty percent (20%) or more of the total voting power of any class of equity securities of Constellation or Rights thereto or (b) twenty percent (20%) or more of the consolidated net revenues, net income or total assets of Constellation and its Subsidiaries, on a consolidated basis. Constellation Adviser has the meaning assigned in Section 4.03(y)(1). Constellation Adviser Regulation D Covered Persons has the meaning assigned in Section 4.03(y)(3). Constellation Board means the Board of Directors of Constellation. Constellation Board Recommendation has the meaning assigned in the Recitals. Constellation Cancelled Shares has the meaning assigned in Section 2.11(a). Constellation Change of Recommendation has the meaning assigned in Section 6.03(b)(4). Constellation Class A Cancelled Shares has the meaning assigned in Section 2.11(a). Constellation Class A Common Stock means the Class A common stock, par value $0.01 per share, of Constellation. Constellation Class A Exchange Ratio has the meaning assigned in Section 2.11(a). Constellation Class A Merger Consideration has the meaning assigned in Section 2.11(a). Constellation Class B Cancelled Sh

Definitions from Agreement

AGREEMENT AND PLANS OF MERGER, dated as of June 2, 2016 (this Agreement), among NORTHSTAR REALTY FINANCE CORP., a Maryland corporation (Sirius), COLONY CAPITAL, INC., a Maryland corporation (Constellation), NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (Polaris), NEW POLARIS INC., a Maryland corporation and a wholly owned Subsidiary of Polaris (New Polaris), SIRIUS MERGER SUB-T, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Sirius (Sirius Sub), NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, a Delaware limited partnership and a Subsidiary of Sirius (Sirius LP), NEW SIRIUS INC., a Maryland corporation and a wholly owned Subsidiary of Sirius (New Sirius) and NEW SIRIUS MERGER SUB, LLC, a Delaware limited liability company and a wholly owned Subsidiary of New Sirius (New Sirius Sub).

Definitions. This Agreement uses the following definitions: Advisory Contract means a contract under which a person acts as an investment adviser, sub-adviser or asset manager to any Client. Affiliate means, with respect to any person, any other person directly or indirectly, controlling, controlled by, or under common control with, such person, through one or more intermediaries or otherwise; it being understood that for purposes of this Agreement (a) Polaris and the Polaris Subsidiaries are not Affiliates of Sirius and the Sirius Subsidiaries (and vice versa), (b) Polaris and the Polaris Subsidiaries are not Affiliates of NRE, NorthStar Real Estate Income Trust, Inc., NorthStar Healthcare Income, Inc., NorthStar Real Estate Income II, Inc., NorthStar/RXR New York Metro Real Estate, Inc., NorthStar Corporate Income Fund, NorthStar Real Estate Capital Income Fund, NorthStar Corporate Income, Inc. and similar persons sponsored or co-sponsored by Polaris or Polaris Subsidiaries (and vice versa) (c) Polaris and the Polaris Subsidiaries are not Affiliates of Polaris Clients and similar persons sponsored or co-sponsored by Polaris or Polaris Subsidiaries (and vice versa), and (d) Constellation and the Constellation Subsidiaries are not Affiliates of Constellation Clients and similar persons sponsored or co-sponsored by Constellation or Constellation Subsidiaries (and vice versa). Aggregate Sirius Awards has the meaning assigned in Section 2.17(c). Agreement has the meaning assigned in the Preamble. Alternative Acquisition Agreement means any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other similar agreement (other than a confidentiality agreement as referred to in Section 6.01(a) in the case of Polaris, Section 6.02(a) in the case of Sirius and Section 6.03(a) in the case of Constellation) relating to any Polaris Acquisition Proposal, Sirius Acquisition Proposal or Constellation Acquisition Proposal, as applicable. Applicable Effective Time means the Redomestication Effective Time, the New Holdco Merger Effective Time, the Sirius-Polaris Merger Effective Time, or the Constellation-Polaris Merger Effective Time, as applicable. Articles of Conversion has the meaning assigned in Section 2.03(e). Available New Sirius Shares has the meaning assigned in Section 2.17(c). Benefit Plan has the meaning assigned in Section 5.01(l). business day means any day, other than Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed. Cash-Settled New Sirius Equity Award has the meaning assigned in Section 2.17(c). Client means any client to which Polaris or any Polaris Subsidiary or Constellation or any Constellation Subsidiary, as applicable, provides investment advisory or investment management services. Closing has the meaning assigned in Section 2.02. Closing Date has the meaning assigned in Section 2.02. Code has the meaning assigned in the Recitals. Committed Debt Financing means the debt financing to be incurred pursuant to the Debt Commitment Letter. Company Regulatory Reports has the meaning assigned in Section 4.01(z)(7). Confidentiality Agreements has the meaning assigned in Section 6.08(b). Constellation has the meaning assigned in the Preamble. Constellation Acquisition Proposal means any bona fide proposal or offer from any person or group (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), other than an Other Party or any of its respective Subsidiaries, and whether involving a transaction or series of related transactions, for a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination, sale of assets or similar transaction, involving the acquisition or issuance of (a) twenty percent (20%) or more of the total voting power of any class of equity securities of Constellation or Rights thereto or (b) twenty percent (20%) or more of the consolidated net revenues, net income or total assets of Constellation and its Subsidiaries, on a consolidated basis. Constellation Adviser has the meaning assigned in Section 4.03(y)(1). Constellation Adviser Regulation D Covered Persons has the meaning assigned in Section 4.03(y)(3). Constellation Board means the Board of Directors of Constellation. Constellation Board Recommendation has the meaning assigned in the Recitals. Constellation Cancelled Shares has the meaning assigned in Section 2.11(a). Constellation Change of Recommendation has the meaning assigned in Section 6.03(b)(4). Constellation Class A Cancelled Shares has the meaning assigned in Section 2.11(a). Constellation Class A Common Stock means the Class A common stock, par value $0.01 per share, of Constellation. Constellation Class A Exchange Ratio has the meaning assigned in Section 2.11(a). Constellation Class A Merger Consideration has the meaning assigned in Section 2.11(a). Constellation Class B Cancelled Sh

Definitions from Agreement

AGREEMENT AND PLANS OF MERGER, dated as of June 2, 2016 (this Agreement), among NORTHSTAR REALTY FINANCE CORP., a Maryland corporation (Sirius), COLONY CAPITAL, INC., a Maryland corporation (Constellation), NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (Polaris), NEW POLARIS INC., a Maryland corporation and a wholly owned Subsidiary of Polaris (New Polaris), SIRIUS MERGER SUB-T, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Sirius (Sirius Sub), NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, a Delaware limited partnership and a Subsidiary of Sirius (Sirius LP), NEW SIRIUS INC., a Maryland corporation and a wholly owned Subsidiary of Sirius (New Sirius) and NEW SIRIUS MERGER SUB, LLC, a Delaware limited liability company and a wholly owned Subsidiary of New Sirius (New Sirius Sub).

Definitions. This Agreement uses the following definitions: Advisory Contract means a contract under which a person acts as an investment adviser, sub-adviser or asset manager to any Client. Affiliate means, with respect to any person, any other person directly or indirectly, controlling, controlled by, or under common control with, such person, through one or more intermediaries or otherwise; it being understood that for purposes of this Agreement (a) Polaris and the Polaris Subsidiaries are not Affiliates of Sirius and the Sirius Subsidiaries (and vice versa), (b) Polaris and the Polaris Subsidiaries are not Affiliates of NRE, NorthStar Real Estate Income Trust, Inc., NorthStar Healthcare Income, Inc., NorthStar Real Estate Income II, Inc., NorthStar/RXR New York Metro Real Estate, Inc., NorthStar Corporate Income Fund, NorthStar Real Estate Capital Income Fund, NorthStar Corporate Income, Inc. and similar persons sponsored or co-sponsored by Polaris or Polaris Subsidiaries (and vice versa) (c) Polaris and the Polaris Subsidiaries are not Affiliates of Polaris Clients and similar persons sponsored or co-sponsored by Polaris or Polaris Subsidiaries (and vice versa), and (d) Constellation and the Constellation Subsidiaries are not Affiliates of Constellation Clients and similar persons sponsored or co-sponsored by Constellation or Constellation Subsidiaries (and vice versa). Aggregate Sirius Awards has the meaning assigned in Section 2.17(c). Agreement has the meaning assigned in the Preamble. Alternative Acquisition Agreement means any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other similar agreement (other than a confidentiality agreement as referred to in Section 6.01(a) in the case of Polaris, Section 6.02(a) in the case of Sirius and Section 6.03(a) in the case of Constellation) relating to any Polaris Acquisition Proposal, Sirius Acquisition Proposal or Constellation Acquisition Proposal, as applicable. Applicable Effective Time means the Redomestication Effective Time, the New Holdco Merger Effective Time, the Sirius-Polaris Merger Effective Time, or the Constellation-Polaris Merger Effective Time, as applicable. Articles of Conversion has the meaning assigned in Section 2.03(e). Available New Sirius Shares has the meaning assigned in Section 2.17(c). Benefit Plan has the meaning assigned in Section 5.01(l). business day means any day, other than Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed. Cash-Settled New Sirius Equity Award has the meaning assigned in Section 2.17(c). Client means any client to which Polaris or any Polaris Subsidiary or Constellation or any Constellation Subsidiary, as applicable, provides investment advisory or investment management services. Closing has the meaning assigned in Section 2.02. Closing Date has the meaning assigned in Section 2.02. Code has the meaning assigned in the Recitals. Committed Debt Financing means the debt financing to be incurred pursuant to the Debt Commitment Letter. Company Regulatory Reports has the meaning assigned in Section 4.01(z)(7). Confidentiality Agreements has the meaning assigned in Section 6.08(b). Constellation has the meaning assigned in the Preamble. Constellation Acquisition Proposal means any bona fide proposal or offer from any person or group (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), other than an Other Party or any of its respective Subsidiaries, and whether involving a transaction or series of related transactions, for a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination, sale of assets or similar transaction, involving the acquisition or issuance of (a) twenty percent (20%) or more of the total voting power of any class of equity securities of Constellation or Rights thereto or (b) twenty percent (20%) or more of the consolidated net revenues, net income or total assets of Constellation and its Subsidiaries, on a consolidated basis. Constellation Adviser has the meaning assigned in Section 4.03(y)(1). Constellation Adviser Regulation D Covered Persons has the meaning assigned in Section 4.03(y)(3). Constellation Board means the Board of Directors of Constellation. Constellation Board Recommendation has the meaning assigned in the Recitals. Constellation Cancelled Shares has the meaning assigned in Section 2.11(a). Constellation Change of Recommendation has the meaning assigned in Section 6.03(b)(4). Constellation Class A Cancelled Shares has the meaning assigned in Section 2.11(a). Constellation Class A Common Stock means the Class A common stock, par value $0.01 per share, of Constellation. Constellation Class A Exchange Ratio has the meaning assigned in Section 2.11(a). Constellation Class A Merger Consideration has the meaning assigned in Section 2.11(a). Constellation Class B Cancelled Sh

Definitions from Convertible Note

INDENTURE, dated as of June 1, 2016, between WebMD Health Corp., a Delaware corporation (the Company), and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee).

Definitions. Additional Interest means any additional interest payable pursuant to Section 6.03 or Section 10.15. Affiliate means any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. For this purpose, control shall mean the power to direct the management and policies of a person through the ownership of securities, by contract or otherwise. Agent means any Registrar, Paying Agent, Conversion Agent or co-registrar. Applicable Price means, in connection with a Make-Whole Fundamental Change, (1) if the consideration (excluding cash payment for fractional shares or pursuant to statutory appraisal rights) paid to holders of Common Stock in connection with such Make-Whole Fundamental Change consists exclusively of cash, the amount of such cash per share of the Common Stock, and (2) in all other cases, the average of the Closing Sale Prices of the Common Stock for the five consecutive Trading Days immediately preceding the related Effective Date. Board of Directors means the board of directors of the Company or any committee thereof authorized to act for it hereunder. Board Resolution means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by its Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. Capital Stock means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Company and all warrants or options to acquire such capital stock. Cash means U.S. legal tender currency. Closing Sale Price means the price of a share of Common Stock or any other security on the relevant date, determined on the basis of the last reported per share sale price (or, if no last sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) of the Common Stock or such other security on such date as reported on the Nasdaq Global Select Market, or if the Common Stock or such other security is not quoted on the Nasdaq Global Select Market, as reported by the principal U.S. exchange or quotation system on which the Common Stock or such other security is then listed or quoted; provided, however, that in the absence of such quotations, the Board of Directors will make a good faith determination of the Closing Sale Price. Common Stock means the common stock, par value $0.01 per share, of the Company, or such other Capital Stock into which the Companys common stock is reclassified or changed. Company means the party named as such above until a successor replaces it pursuant to the applicable provision hereof and thereafter means the successor. Company Order means a written request or order signed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer, any Executive Vice President or any Vice President and by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary, and delivered to the Trustee. Conversion Notice means a written notice, substantially in the form attached to the Securities, as set forth in Exhibit A. Conversion Price means an amount equal to $1,000 principal amount of Securities divided by the then current conversion rate. Corporate Trust Office of the Trustee shall be at the address of the Trustee specified in Section 11.02 or such other address as the Trustee may give notice of to the Company. Current Market Price means, on any date of determination, the average of the Closing Sale Prices of the Common Stock for each of the 10 consecutive Trading Days ending on the earlier of the date of determination and the day before the Ex-Dividend Date with respect to the issuance or distribution requiring such computation, except that if any other issuance, distribution, subdivision or combination of the Common Stock to which a conversion rate adjustment pursuant to Section 10.06 would apply during such consecutive Trading Day period, the Current Market Price shall be calculated for such period in a manner determined by the Company to reflect the impact of such issuance, distribution, subdivision or combination on the Closing Sale Price during such period. Default means any event which is, or after notice or passage of time or both would be, an Event of Default. Depositary means The Depository Trust Company, its nominees and successors. Exchange Act means the Securities Exchange Act of 1934, as amended. Ex-Dividend Date means, with respect to any issuance or distribution on the Common Stock or any other equity security, the first date on which the shares of Common Stock or such other equity security trade on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance or distribution. Holder or Securityholder means a person in