2601 Uses in CERTAIN DEFINITIONS Clause

CERTAIN DEFINITIONS from Membership Interest Purchase Agreement

This Membership Interest Purchase Agreement (this Agreement) is made and entered into as of July 25, 2016, by and among Waterton Precious Metals Fund II Cayman, LP, a Cayman Islands exempted limited partnership (Seller Parent), Waterton Nevada Splitter, LLC, a Nevada limited liability company (Seller), Klondex Holdings (USA) Inc., a Nevada corporation (Buyer), and Klondex Mines Ltd., a British Columbia corporation (Buyer Parent). Buyer and Buyer Parent sometimes are referred to in this Agreement collectively as the Buyer Parties and each individually as a Buyer Party. Seller Parent, Seller and the Buyer Parties sometimes are referred to in this Agreement collectively as the Parties and each individually as a Party.

CERTAIN DEFINITIONS. As used in this Agreement, the following terms, whether in singular or plural forms, shall have the following meanings: Affiliate means with respect to any Person, any other Person controlling, controlled by or under common control with such Person, with control for such purpose meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise. Affiliate Debt means the indebtedness of the Company to its Affiliates as of the date of this Agreement, as set forth on Schedule 1.1. Business means the ownership of the Hollister Mine and the Esmeralda Mine. Business Day means any day other than Saturday, Sunday or a day on which banking institutions in Toronto, Ontario or Reno, Nevada are required or authorized to be closed. CFIUS Approval means (i) Buyer and Seller shall have received a written notification from CFIUS that it has determined that (A) the acquisition of the Company by the Buyer is not a covered transaction under Section 721; or (B) it has concluded its review (and any applicable investigation) under Section 721 and has determined that there are no unresolved national security concerns with respect to the acquisition of the Company by the Buyer, (ii) the parties shall have received a decision by the President of the United States not to suspend, restrict or prohibit the transactions contemplated by this Agreement, or (iii) the President of the United States, having received a report from CFIUS, has not taken any action within 15 days after having received such report. Closing Date means the date on which Closing occurs. Code means the U.S. Internal Revenue Code of 1986, as amended. Contract means any written contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or agreement, and any oral obligation, right or agreement. Development Costs means all outstanding payables and other liabilities of the Company or Rock Creek to Seller, Seller Parent, EMG, Waterton Global Resource Management, Inc. or their respective Affiliates, including but not limited to those relating to legal, labour, powerline design, project supervision, environmental, permitting and commissioning costs, that are attributable to development activities, including but not limited to costs relating to transmission lines on or adjacent to the properties of the Company or Rock Creek, prior to Closing. EMG means Elko Mining Group LLC, a Nevada limited liability company. Encumbrance means any security interest, lien, mortgage, indenture, pledge, charge, right of first refusal, easement, lease or sub-lease, right of way, encroachment, deed of trust, restriction on transferability or other similar restriction, option or other encumbrance, whether imposed by agreement, law or otherwise, whether of record or otherwise, together with any agreement to grant any of the foregoing rights or interests. Environmental Law means any Legal Requirement aimed at or in any way relating to pollution, protection or conservation of public health, safety or welfare or the environment, including those relating to emissions, discharges, Releases or threatened Releases of Regulated Substances into the environment (including ambient air, surface water, ground water or land), or otherwise relating to the manufacture, processing, distribution, use, reuse, recycling, treatment, storage, disposal, transport or handling of Regulated Substances, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. SS 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. SS 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. SS 6901 et seq.), the Clean Water Act (33 U.S.C. SS 1251 et seq.), the Clean Air Act (42 U.S.C. SS 7401 et seq.) the Toxic Substances Control Act (15 U.S.C. SS 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. SS 136 et seq.), the Emergency Planning and Community Right to Know Act (42 U.S.C. SS 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. SS 300 et seq.), and all counterpart or other similar Nevada laws, as each has been or may be amended, and the regulations promulgated pursuant thereto. Environmental Liabilities means all liabilities and obligations (i) for the Reclamation of any of the Properties or with respect to any Remedial Action in connection with any of the Properties or the Business, and (ii) associated with noncompliance with Environmental Laws (including fines, penalties, damages and remedies) with respect to any of the Properties or the Business, in each case regardless of when the operations or activities which gave rise to such liabilities or obligations occurred or arose. Esmeralda Royalty means the 3% Net Smelter Returns Royalty on all mi

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of June 2, 2016, by and between Prudential Bancorp, Inc., a Pennsylvania corporation ("Prudential"), and Polonia Bancorp, Inc., a Maryland corporation ("Polonia").

Certain Definitions. As used in this Agreement, the following terms have the following meanings (unless the context otherwise requires, references to Articles and Sections refer to Articles and Sections of this Agreement). "ACA" shall have the meaning set forth in Section 4.12.2. "Accounting Firm" shall mean S.R. Snodgrass, P.C. or such other independent accounting firm as may be mutually agreed to by the parties. "Acquisition Proposal" shall have the meaning set forth in Section 6.10.1. "Acquisition Transaction" shall have the meaning set forth in Section 6.10.1. "Adjusted Prudential Ratio" shall have the meaning set forth in Section 11.1.7. "Adjusted Per Share Stock Consideration" shall have the meaning set forth in Section 11.1.7. "Administrative Delinquencies" shall mean loans that either (a) are current (less than 30 days delinquent), but have reached a maturity date and have not yet been extended, or (b) are more than 30 days delinquent as a result of (i) a delay in billing by Polonia Bank, (ii) a delay in posting payments by Polonia Bank, or (iii) weather, hostilities, or other events not in the borrower's control that delay the delivery of payments generally to Polonia Bank. "Affiliate" shall mean any Person who directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person and, without limiting the generality of the foregoing, includes any executive officer or director of such Person and any Affiliate of such executive officer or director. "Agreement" shall mean this agreement, together with any amendment hereto. "Applications" shall mean the applications for regulatory approval that are required by the transactions contemplated hereby. "Average Closing Price" shall have the meaning set forth in Section 11.1.7. "Bank Merger" shall have the meaning set forth in the recitals to this Agreement. "Bank Regulator" shall mean any federal or state banking regulator, including but not limited to the OCC, the FRB, the FDIC and the Pennsylvania Department, which regulates Prudential Bank or Polonia Bank, or any of their respective holding companies or subsidiaries, as the case may be. "Business Day" shall mean any day other than (a) a Saturday or Sunday, or (b) a day on which banking and savings associations in the Commonwealth of Pennsylvania are authorized or obligated by law or executive order to be closed. "Cash Election" shall have the meaning set forth in Section 3.1.4. "Cash Election Shares" shall have the meaning set forth in Section 3.1.4. "Cash-Out Consideration" shall have the meaning set forth in Section 3.3.9. "Certificates" shall mean certificates evidencing shares of Polonia Common Stock. "Claim" shall have the meaning set forth in Section 7.9.1. "Closing" shall have the meaning set forth in Section 2.2. "Closing Balance Sheet" shall have the meaning set forth in Section 6.13.2. "Closing Date" shall have the meaning set forth in Section 2.2. "COBRA" shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. "Code" shall have the meaning assigned in the recitals of this Agreement. "Confidentiality Agreements" shall have the meaning set forth in Section 12.1. "Continuing Employees" shall have the meaning set forth in Section 7.8.1. "Determination Date" shall have the meaning set forth in Section 11.1.7. "Dissenting Shareholder" shall have the meaning set forth in Section 3.3.10. "Dissenting Shares" shall have the meaning set forth in Section 3.3.10. "Effective Time" shall mean the date and time specified pursuant to Section 2.2 hereof as the effective time of the Merger. "Election Deadline" shall have the meaning set forth in Section 3.2.3. "Election Form" shall have the meaning set forth in Section 3.2.2. "Environmental Laws" shall mean any applicable federal, state or local law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or agreement with any governmental entity relating to (1) the protection, preservation or restoration of the environment (including, without limitation, air, water vapor, surface water, groundwater, drinking water supply, surface soil, subsurface soil, plant and animal life or any other natural resource), and/or (2) the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Materials of Environmental Concern. The term Environmental Laws includes without limitation (a) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. SS 9601, et seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. SS 6901, et seq.; the Clean Air Act, as amended, 42 U.S.C. SS 7401, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. SS 1251, et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. SS 2601, et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. SS 1

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of May 3, 2016, by and among Investors Bancorp, Inc., a Delaware corporation (ISBC), Investors Bank, a New Jersey chartered savings bank (Investors Bank), and The Bank of Princeton, a New Jersey chartered bank (BOP). Each of ISBC, Investors Bank and BOP is sometimes individually referred to herein as a party, and ISBC, Investors Bank and BOP are collectively sometimes referred to as the parties.

Certain Definitions. As used in this Agreement, the following terms have the following meanings (unless the context otherwise requires, references to Articles and Sections refer to Articles and Sections of this Agreement). ACA shall have the meaning given to that term in Section 4.13.2. Advisory Board shall have the meaning set forth in Section 7.7.6. Affiliate means any Person who directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person and, without limiting the generality of the foregoing, includes any executive officer or director of such Person and any Affiliate of such executive officer or director. Agreement means this agreement, and any amendment hereto. Bank Regulator shall mean any Federal or state banking regulator, including but not limited to the FDIC, the NJ Department and the FRB, which regulates ISBC, Investors Bank or BOP, or any of their respective holding companies or subsidiaries, as the case may be. Benefits Schedule shall have the meaning set forth in Section 4.13.12. BOLI has the meaning set forth in Section 4.13.13. BOP shall have the meaning as defined in the recitals hereunder. BOP Board shall mean the board of directors of BOP. BOP Common Stock shall mean the common stock, par value $5.00 per share, of BOP. BOP Compensation and Benefits Plans shall have the meaning set forth in Section 4.13.1. BOP Contract shall have the meaning set forth in Section 4.9.1. BOP DISCLOSURE SCHEDULE shall mean a written disclosure schedule delivered by BOP to ISBC specifically referring to the appropriate section of this Agreement. BOP ERISA Affiliate shall have the meaning set forth in Section 4.13.3. BOP ERISA Affiliate Plan shall have the meaning set forth in Section 4.13.3. BOP Financial Statements shall mean (i) the audited consolidated statements of financial condition (including related notes and schedules, if any) of BOP as of December 31, 2015 and 2014 and the consolidated statements of income, comprehensive income, changes in stockholders equity and cash flows (including related notes and schedules, if any) of BOP for each of the three years ended December 31, 2015, 2014 and 2013, as set forth in BOPs annual report on Form 10-K for the year ended December 31, 2015, and (ii) the unaudited interim consolidated financial statements of BOP as of the end of each calendar quarter following December 31, 2015 and for the periods then ended. BOP 401(k) Plan shall mean The Bank of Princeton 401(k) Profit Sharing Plan & Trust. BOP Severance Agreements shall have the meaning set forth in Section 7.7.2. BOP Regulatory Reports means the Call Reports of BOP and accompanying schedules, as filed with the Federal Financial Institutions Examination Council, for each calendar quarter beginning with the quarter ended March 31, 2014, through the Closing Date. BOP Reports shall have the meaning set forth in Section 4.6.3. BOP Representatives shall have the meaning set forth in Section 6.10.1. BOP Restricted Share shall mean shares of BOP Common Stock granted as restricted stock pursuant to the BOP Stock Plans. BOP Option Holder shall have the meaning set forth in Section 3.5.1. BOP Stockholder Approval shall have the meaning set forth in Section 4.4.1. BOP Stockholders Meeting shall have the meaning set forth in Section 8.1.1. BOP Stock Options shall mean an option to purchase shares of BOP Common Stock granted under the BOP Stock Plans and related option agreements, as set forth in BOP Disclosure Schedule 4.3.4. BOP Stock Plans means the BOP Amended and Restated 2007 Stock Option Plan, the BOP Amended and Restated 2012 Equity Incentive Plan and the MoreBank 2004 Incentive Equity Compensation Plan. BOP Subsequent Determination shall have the meaning set forth in Section 6.10.5. BOP Subsidiary means any corporation, partnership, limited liability company or other entity of which more than 50% of the corporation, partnership, limited liability company or other entity of which is owned, either directly or indirectly, by BOP, except any corporation, partnership, limited liability company, or other entity the stock, partnership, membership or other equity interests of which is held in the ordinary course of the lending activities of BOP or on the basis of a debt previously contracted. BOP Warrants means the 97,500 Organizer Warrants issued in 2007 in connection with the organization and startup of BOP, with each BOP Warrant representing the right to purchase one share of BOP Common Stock at a warrant exercise price $10.00 per share, and which expire in 2017. BOP Warrant Holder shall have the meaning set forth in Section 3.5.3. Burdensome Condition shall have the meaning set forth in Section 8.2. Cash Consideration shall have the meaning set forth in Section 3.1.3. Cash Election shall have the meaning set forth in Section 3.2.2. Cash Election Shares shall have the meaning set forth in Section 3.2.1. Certificate shall mean a certificate evidencing shares of BOP C

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of April 4, 2016, by and between DNB Financial Corporation, a Pennsylvania corporation ("DNB"), and East River Bank, a Pennsylvania chartered savings bank ("ERB").

Certain Definitions. As used in this Agreement, the following terms have the following meanings (unless the context otherwise requires, references to Articles and Sections refer to Articles and Sections of this Agreement). "ACA" shall have the meaning set forth in Section 4.12.2. "ACBB" shall mean Atlantic Community Bankers Bank. "Acquisition Proposal" shall have the meaning set forth in Section 6.10.1. "Acquisition Transaction" shall have the meaning set forth in Section 6.10.1. "Adjusted DNB Ratio" shall have the meaning set forth in Section 11.1.7. "Adjusted Per Share Stock Consideration" shall have the meaning set forth in Section 11.1.7. "Administrative Delinquencies" shall mean loans (a) that are current (less than 30 days delinquent), but have reached a maturity date and have not yet been extended, and (b) that are more than 30 days delinquent as a result of (i) a delay in billing by ERB, (ii) a delay in posting payments by ERB, or (iii) weather, hostilities, or other events not in the borrower's control that delay the delivery of payments generally to ERB. "Affiliate" shall mean any Person who directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person and, without limiting the generality of the foregoing, includes any executive officer or director of such Person and any Affiliate of such executive officer or director. "Agreement" shall mean this agreement, together with any amendment hereto. "Applications" shall mean the applications for regulatory approval that are required by the transactions contemplated hereby. "Average Closing Price" shall have the meaning set forth in Section 11.1.7. "Bank Regulator" shall mean any federal or state banking regulator, including but not limited to the OCC, the FRB, the FDIC and the Pennsylvania Department, which regulates DNB Bank or ERB, or any of their respective holding companies or subsidiaries, as the case may be. "Business Day" shall mean any day other than (a) a Saturday or Sunday, or (b) a day on which banking and savings and loan institutions in the Commonwealth of Pennsylvania are authorized or obligated by law or executive order to be closed. "Cash Election" shall have the meaning set forth in Section 3.1.4. "Cash Election Shares" shall have the meaning set forth in Section 3.1.4. "Cash-Out Consideration" shall have the meaning set forth in Section 3.3.9. "Certificates" shall mean certificates evidencing shares of ERB Common Stock. "Claim" shall have the meaning set forth in Section 7.9.1. "Closing" shall have the meaning set forth in Section 2.2. "Closing Date" shall have the meaning set forth in Section 2.2. "COBRA" shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. "Code" shall have the meaning assigned in the recitals of this Agreement. "Confidentiality Agreements" shall have the meaning set forth in Section 12.1. "Continuing Employees" shall have the meaning set forth in Section 7.8.1. "Determination Date" shall have the meaning set forth in Section 11.1.7. "Dissenting Shareholder" shall have the meaning set forth in Section 3.3.10. "Dissenting Shares" shall have the meaning set forth in Section 3.3.10. "DNB" shall mean DNB Financial Corporation, a Pennsylvania corporation, with its principal executive offices located at 4 Brandywine Avenue, Downingtown, PA 19335. "DNB Audit Committee" shall have the meaning set forth in Section 5.5.3. "DNB Bank" shall mean DNB First, N.A., a national bank, with its principal offices located at 4 Brandywine Avenue, Downingtown, PA 19335, which is a wholly owned subsidiary of DNB. "DNB Common Stock" shall mean the common stock, par value $1.00 per share, of DNB. "DNB Compensation and Benefit Plans" shall mean all existing bonus, incentive, deferred compensation, supplemental executive retirement plans, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, stock appreciation, phantom stock, severance, welfare benefit plans (including paid time off policies and other benefit policies and procedures), fringe benefit plans, employment, consulting, settlement and change in control agreements and all other benefit practices, policies and arrangements maintained by DNB or any DNB Subsidiary in which any employee or former employee, consultant or former consultant or director or former director of DNB or any DNB Subsidiary participates or to which any such employee, consultant or director is a party or is otherwise entitled to receive benefits. "DNB Disclosure Schedule" shall mean a written disclosure schedule delivered by DNB to ERB specifically referring to the appropriate section of this Agreement. "DNB ERISA Affiliate" shall have the meaning set forth in Section 5.11.3. "DNB Financial Statements" shall mean the (a) the audited consolidated statements of condition (including related notes and schedules) of DNB and subsidiaries as of December 31,

Certain Definitions from Agreement and Plan of Merger Among

THIS AGREEMENT AND PLAN OF MERGER, dated as of April 1, 2016 (this Agreement), is entered into by and among Alaska Air Group, Inc., a Delaware corporation (Parent), Alpine Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (Merger Sub), and Virgin America Inc., a Delaware corporation (the Company). All capitalized and other defined terms used in this Agreement will have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.

Certain Definitions. For purposes of this Agreement, the term: Acceptable Confidentiality Agreement means any customary confidentiality agreement that (i) does not contain any provision prohibiting or otherwise restricting the Company from making any of the disclosures required to be made by Section 5.3 or any other provision of this Agreement and (ii) contains provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (provided, that such agreement need not contain any standstill or similar obligation). Acquisition Proposal means any offer or proposal concerning any (a) merger, consolidation, reorganization, recapitalization, share exchange, business combination or similar transaction involving the Company, (b) sale, lease or other disposition of 20% or more of the Companys assets, (c) issuance or sale by the Company of Equity Interests representing 20% or more of the voting power of the Company or 20% or more of the Company Common Stock, (d) transaction in which any Person will acquire beneficial ownership or the right to acquire beneficial ownership or any group has been formed which beneficially owns or has the right to acquire beneficial ownership of, Equity Interests representing 20% or more of the voting power of the Company or 20% or more of the Company Common Stock, or (e) any combination of the foregoing (in each case, other than the Merger, and irrespective of whether any such transaction is a single or multi-step transaction or series of transactions). Anticorruption Laws means the US Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010 and any other anticorruption or anti-bribery Law applicable to the Company. Affiliate or affiliate means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first-mentioned Person. beneficial ownership (and related terms such as beneficially owned or beneficial owner) has the meaning set forth in Rule 13d-3 under the Exchange Act. Blue Sky Laws means any state securities, blue sky or takeover law. Breakup Fee means an amount, in cash, equal to $78,500,000. Business means the business conducted by the Company. Business Day means any day (other than Saturday or Sunday) on which commercial banks banking in the County of New York, New York are not required or permitted by Law to close. Code means the Internal Revenue Code of 1986. Company Benefit Plans means, other than Foreign Benefit Plans, all material employee benefit plans as defined in Section 3(3) of ERISA and all material bonus, stock option, stock purchase, stock appreciation rights, restricted stock, stock-based or other equity-based, incentive, profit-sharing, deferred compensation, vacation, insurance, medical, welfare, fringe, retirement, retiree medical or life insurance, supplemental retirement, severance, termination or change in control or other material benefit plans, programs or arrangements, and all material employment, consulting, termination, severance or other contracts or agreements, whether or not in writing and whether or not funded, to which the Company is a party, with respect to which the Company has or may have any obligation, or which are maintained, contributed to or sponsored by the Company for the benefit of any current or former employee, officer, director or consultant of the Company. Company ESPP means the Companys Employee Stock Purchase Plan, as amended. Company Material Adverse Effect means any change, event, development, condition, occurrence, circumstance, state of facts or effect (Effect) that (i) is, or would reasonably be expected to be, materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of the Company, taken as a whole, or (ii) would prevent, or delay beyond the Outside Date, the consummation of the Merger by the Company; provided, however, that, in the case of clause (i) above, none of the following will be deemed in themselves, either alone or in combination, to constitute, and that none of the following will be taken into account in determining whether there has been or will be, a Company Material Adverse Effect to the extent that such Effect arises out of or results from: (a) any change generally affecting the global economy, financial markets or political, economic or regulatory conditions or in any geographic region in which the Company conducts business; (b) general financial, credit or capital market conditions, including interest rates or exchange rates, or any changes therein; (c) any change generally affecting the airline industry, including changes in the general level of yields of or prices of aircraft or aircraft parts; (d) increases in the price of fuel, (e) any change proximately caused by the announcement or pendency of the transactions contemplated hereby, including the Merger, including any litigation resulting therefrom, and any loss or

Certain Definitions from Agreement and Plan of Merger Among

THIS AGREEMENT AND PLAN OF MERGER, dated as of April 1, 2016 (this Agreement), is entered into by and among Alaska Air Group, Inc., a Delaware corporation (Parent), Alpine Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (Merger Sub), and Virgin America Inc., a Delaware corporation (the Company). All capitalized and other defined terms used in this Agreement will have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.

Certain Definitions. For purposes of this Agreement, the term: Acceptable Confidentiality Agreement means any customary confidentiality agreement that (i) does not contain any provision prohibiting or otherwise restricting the Company from making any of the disclosures required to be made by Section 5.3 or any other provision of this Agreement and (ii) contains provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (provided, that such agreement need not contain any standstill or similar obligation). Acquisition Proposal means any offer or proposal concerning any (a) merger, consolidation, reorganization, recapitalization, share exchange, business combination or similar transaction involving the Company, (b) sale, lease or other disposition of 20% or more of the Companys assets, (c) issuance or sale by the Company of Equity Interests representing 20% or more of the voting power of the Company or 20% or more of the Company Common Stock, (d) transaction in which any Person will acquire beneficial ownership or the right to acquire beneficial ownership or any group has been formed which beneficially owns or has the right to acquire beneficial ownership of, Equity Interests representing 20% or more of the voting power of the Company or 20% or more of the Company Common Stock, or (e) any combination of the foregoing (in each case, other than the Merger, and irrespective of whether any such transaction is a single or multi-step transaction or series of transactions). Anticorruption Laws means the US Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010 and any other anticorruption or anti-bribery Law applicable to the Company. Affiliate or affiliate means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first-mentioned Person. beneficial ownership (and related terms such as beneficially owned or beneficial owner) has the meaning set forth in Rule 13d-3 under the Exchange Act. Blue Sky Laws means any state securities, blue sky or takeover law. Breakup Fee means an amount, in cash, equal to $78,500,000. Business means the business conducted by the Company. Business Day means any day (other than Saturday or Sunday) on which commercial banks banking in the County of New York, New York are not required or permitted by Law to close. Code means the Internal Revenue Code of 1986. Company Benefit Plans means, other than Foreign Benefit Plans, all material employee benefit plans as defined in Section 3(3) of ERISA and all material bonus, stock option, stock purchase, stock appreciation rights, restricted stock, stock-based or other equity-based, incentive, profit-sharing, deferred compensation, vacation, insurance, medical, welfare, fringe, retirement, retiree medical or life insurance, supplemental retirement, severance, termination or change in control or other material benefit plans, programs or arrangements, and all material employment, consulting, termination, severance or other contracts or agreements, whether or not in writing and whether or not funded, to which the Company is a party, with respect to which the Company has or may have any obligation, or which are maintained, contributed to or sponsored by the Company for the benefit of any current or former employee, officer, director or consultant of the Company. Company ESPP means the Companys Employee Stock Purchase Plan, as amended. Company Material Adverse Effect means any change, event, development, condition, occurrence, circumstance, state of facts or effect (Effect) that (i) is, or would reasonably be expected to be, materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of the Company, taken as a whole, or (ii) would prevent, or delay beyond the Outside Date, the consummation of the Merger by the Company; provided, however, that, in the case of clause (i) above, none of the following will be deemed in themselves, either alone or in combination, to constitute, and that none of the following will be taken into account in determining whether there has been or will be, a Company Material Adverse Effect to the extent that such Effect arises out of or results from: (a) any change generally affecting the global economy, financial markets or political, economic or regulatory conditions or in any geographic region in which the Company conducts business; (b) general financial, credit or capital market conditions, including interest rates or exchange rates, or any changes therein; (c) any change generally affecting the airline industry, including changes in the general level of yields of or prices of aircraft or aircraft parts; (d) increases in the price of fuel, (e) any change proximately caused by the announcement or pendency of the transactions contemplated hereby, including the Merger, including any litigation resulting therefrom, and any loss or

Certain Definitions from Asset Purchase Agreement

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of December 18, 2015, among Georgia-Pacific Wood Products LLC, a Delaware limited liability company ("Wood Products"), Georgia-Pacific Wood Products South LLC, a Delaware limited liability company ("Wood Products South"), Georgia-Pacific LLC, a Delaware limited liability company ("Seller Parent" and, collectively with Wood Products and Wood Products South, "Seller"); Boise Cascade Wood Products, L.L.C., a Delaware limited liability company ("Buyer"), and, as set forth in Section 10.14, Boise Cascade Company, a Delaware corporation ("Buyer Parent"). Seller and Buyer (and solely with respect to references set forth in Article X, Buyer Parent) are referred to collectively herein as the "Parties."

Certain Definitions. For purposes of this Agreement, the following terms will have the meanings specified in this Section 11.1:"Affiliate" means (a) with respect to any Person other than Seller, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and (b) with respect to Seller (including Seller Parent), any other Person that, directly or indirectly through one or more intermediaries, is controlled by Seller Parent."Ancillary Agreements" means the Bills of Sale, the Assignment and Assumption Agreement, the Deeds, the Transition Services Agreement, the Patent and Know-How License Agreement, the Thorsby Assignment and Assumption Agreement the Patent Assignment Agreement, the Trademark Assignment Agreement, the Wood Products Domain Name Assignment Agreement, the Seller Parent Domain Name Assignment Agreement and any other certificate, document or instrument delivered pursuant to this Agreement."Ancillary IP Rights" means, with respect to any Intellectual Property, any and all of the following: (i) rights to pursue and collect damages, costs, injunctive relief and other remedies for past, current, or future infringement, misappropriation, or conflict with such Intellectual Property; and (ii) royalties, fees, income and other payments and proceeds due or accrued as of the Closing Date and thereafter under or arising from such Intellectual Property."Antitrust Laws" means the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, 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. "Assigned Contracts" means all Contracts of Seller used or held for use exclusively in the conduct of the Business, or otherwise identified on Schedule 11.1(a), including the Thorsby Property Leases, the WFS Contracts and the North Woods Contract."Assumed Environmental Liabilities" means Environmental Liabilities existing on or before the Closing Date that do not arise from or relate to violations or breaches of Environmental Law or otherwise require Remedial Action pursuant to Environmental Law. Assumed Environmental Liabilities include any condition set forth on Schedule 3.16 (other than those set forth on Schedule 11.1(f))."Assumed Liabilities" means the following Liabilities to the extent related to the Business or the Purchased Assets, regardless of whether arising prior to, on or after the Closing: (a) Liabilities under the Assigned Contracts or Permits transferred to Buyer, but excluding any Liabilities arising from or relating to any breach or violation by Seller thereof to the extent such breach or violation is Known by Seller prior to the Closing; (b) Liabilities to the extent included in the calculation of Final Net Working Capital; (c) all Transfer Taxes and Real Property Transfer Expenses described in Section 7.4 to the extent that Buyer has agreed to be responsible therefor pursuant to this Agreement; (d) other Liabilities with respect to the Business, the Purchased Assets or the Transferred Employees to the extent (i) set forth on Schedule 11.1(b) or (ii) Buyer has expressly agreed to be responsible therefor in accordance with this Agreement; and (e) all Assumed Environmental Liabilities. "Base Cash Amount" means an amount in cash equal to Two Hundred Fifteen Million Dollars ($215,000,000)."Business Benefit Plans" means all "employee benefit plans," as defined in Section 3(3) of ERISA, and all other material employee benefit arrangements or payroll practices, including bonus plans, consulting or other compensation agreements, incentive, equity or equity-based compensation, retention, change in control, deferred compensation arrangements, stock purchase, severance pay, sick leave, vacation pay, salary continuation, disability, hospitalization, medical insurance, life insurance, scholarship programs maintained, contributed to or required to be maintained or contributed to by Seller or any of its ERISA Affiliates, providing benefits to any current or former Business Employee."Business Day" means any day of the year on which national banking institutions in Atlanta, Georgia and New York, New York are open to the public for conducting business and are not required or authorized to close."Business Employee" means, (a) other than the Excluded Employees, each employee of Seller who primarily works in the Business (at either of the Facilities) and (b) each individual who is set forth on Schedule 11.1(c), including in all cases, each such employee who as of the Closing Date is on Extended Leave or vacation."Cash" means, with respect to a Person, all cash, cash equivalents and marketable securities of such Person. "COBRA" means the Consolidated Omnibus Budget Reconc

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of November 23, 2015, is by and between MainSource Financial Group, Inc., an Indiana corporation (MainSource) and Cheviot Financial Corp., a Maryland corporation (Cheviot Financial). Each of MainSource and Cheviot Financial is sometimes individually referred to herein as a party, and MainSource and Cheviot Financial are collectively sometimes referred to as the parties.

Certain Definitions. As used in this Agreement, the following terms have the following meanings (unless the context otherwise requires, references to Articles and Sections refer to Articles and Sections of this Agreement). Acquisition Proposal shall have the meaning set forth in Section 6.10.1. Acquisition Transaction shall have the meaning set forth in Section 6.10.1. Affiliate means any Person who directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person and, without limiting the generality of the foregoing, includes any executive officer or director of such Person and any Affiliate of such executive officer or director. Agreement means this Agreement and Plan of Merger, and any amendment hereto. ASTM shall have the meaning set forth in Section 6.3.2. Bank Merger means the merger of Cheviot Savings Bank with and into MainSource Bank with MainSource Bank as the surviving entity. The Bank Merger shall immediately follow the Merger. Bank Merger Act means the Bank Merger Act, within the Federal Deposit Insurance Act and applicable regulations thereunder. Bank Merger Agreement shall mean the Agreement and Plan of Merger by and between Cheviot Savings Bank and MainSource Bank. Bank Merger Effective Date means the date that the Articles of Merger evidencing stockholder approval of the Bank Merger is filed with the Indiana DFI and the Indiana Secretary of State, or such other date as set forth in the Articles of Merger or as determined in accordance with applicable law. Bank Regulator shall mean any Federal or state banking regulator having jurisdiction over the Parties, including but not limited to the Federal Deposit Insurance Corporation, the Ohio Division, the Indiana DFI, and the Board of Governors of the Federal Reserve System. Banking Code means the Indiana Financial Institutions Act, as amended. BHCA means the Bank Holding Company Act of 1956, as amended. Burdensome Condition shall have the meaning set forth in Section 8.2. Cash Election shall have the meaning set forth in Section 3.2.2. Cash Election Shares shall have the meaning set forth in Section 3.2.1. Cash/Stock Consideration shall have the meaning set forth in Section 3.2.2. Certificate shall mean a certificate or book entry evidencing shares of Cheviot Financial Common Stock. Cheviot Financial shall mean Cheviot Financial Corp., a Maryland corporation, with its principal executive offices located at 3723 Glenmore Avenue, Cheviot, Ohio. Cheviot Financial Common Stock shall mean the common shares, par value $0.01 per share, of Cheviot Financial. Cheviot Financial Compensation and Benefits Plans shall have the meaning set forth in Section 4.13.1 hereof. Cheviot Financial Disclosure Schedule shall mean the collective written disclosure schedules delivered by Cheviot Financial to MainSource pursuant to this Agreement. Cheviot Financial ERISA Affiliate shall have the meaning set forth in Section 4.13.1. Cheviot Financial Financial Statements shall mean (i) the audited consolidated balance sheets of Cheviot Financial as of December 31, 2014, 2013, and 2012 and the consolidated statements of income, comprehensive income, stockholders equity and cash flows (including related notes and schedules, if any) of Cheviot Financial for each of the three years ended December 31, 2014, 2013 and 2012, (ii) the unaudited interim consolidated financial statements of Cheviot Financial as of the end of each calendar quarter following December 31, 2014 and for the periods then ended, as filed by Cheviot Financial in its Securities Documents, and (iii) Call Reports (Call Reports) for Cheviot Savings Bank as of the close of business on December 31, 2014, 2013 and 2012, and for the three months ended September 30, 2015. Cheviot Financial 401(k) Plan shall mean the Cheviot Savings Bank 401(k) Retirement Savings Plan. Cheviot Financial ESOP shall mean the Cheviot Financial Corp. Employee Stock Ownership Plan. Cheviot Financial ESOP Loan shall have the meaning set forth in Section 6.14. Cheviot Financial Preferred Stock shall mean the preferred shares, par value $0.01 per share, of Cheviot Financial. Cheviot Financial PTO Policy shall have the meaning set forth in Section 7.6.1. Cheviot Financial Recommendation shall have the meaning set forth in Section 8.1.1. Cheviot Financial Regulatory Reports means the Call Reports of Cheviot Savings Bank and accompanying schedules, as filed with the Federal Financial Institutions Examination Council, for each calendar quarter beginning with the quarter ended March 31, 2015, through the Closing Date, and Form FR Y-9C and other required reporting forms required by the FRB for each calendar beginning with the quarter ended March 31, 2015 through the Closing Date. Cheviot Financial Reports shall have the meaning set forth in Section 4.6.6. Cheviot Financial Representatives shall have the meaning set forth in Section 6.10.1. Cheviot Financial Restricted Shares shall mean shares of Chev

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of August 25, 2015, by and among Northfield Bancorp, Inc., a Delaware corporation ("Northfield Bancorp"), Northfield Bank, a federally chartered savings bank, and Hopewell Valley Community Bank, a New Jersey-chartered bank ("Hopewell Valley"). Each of Northfield Bancorp, Northfield Bank and Hopewell Valley is sometimes individually referred to herein as a "party," and Northfield Bancorp, Northfield Bank and Hopewell Valley are collectively sometimes referred to as the "parties."

Certain Definitions. As used in this Agreement, the following terms have the following meanings (unless the context otherwise requires, references to Articles and Sections refer to Articles and Sections of this Agreement)."ACA" shall mean the Patient Protection and Affordable Care Act and its companion bill, the Health Care and Education Reconciliation Act of 2010, as amended."Acquisition Proposal" shall have the meaning set forth in Section 6.10.1."Advisory Board" shall have the meaning set forth in Section 7.6.7. "Affiliate" means any Person who directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person and, without limiting the generality of the foregoing, includes any executive officer or director of such Person and any Affiliate of such executive officer or director."Agreement" means this Agreement and Plan of Merger, and any amendment hereto."Bank Regulator" shall mean any Federal or state banking regulator having jurisdiction over the Parties, including but not limited to the OCC, the FDIC, the New Jersey Department and the FRB."BHCA" means the Bank Holding Company Act of 1956, as amended."Benefits Schedule" shall have the meaning set forth in Section 4.13.12."Burdensome Condition" shall have the meaning set forth in Section 8.2."Cash Consideration" shall have the meaning set forth in Section 3.1.4."Cash Election" shall have the meaning set forth in Section 3.2.2."Cash Election Shares" shall have the meaning set forth in Section 3.2.1."Cash/Stock Consideration" shall have the meaning set forth in Section 3.2.2."Certificate" shall mean a certificate or book entry evidencing shares of Hopewell Valley Common Stock or Hopewell Valley Series A Preferred Stock."Closing" shall have the meaning set forth in Section 2.2."Closing Date" shall the meaning set forth in Section 2.2."COBRA" shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended."Code" shall mean the Internal Revenue Code of 1986, as amended."Confidentiality Agreement" shall mean the confidentiality agreements referred to in Section 12.1 of this Agreement."Continuing Employees" shall have the meaning set forth in Section 7.6.1. "Dissenting Shares" shall have the meaning set forth in Section 3.1.5."Dissenting Stockholder" shall have the meaning set forth in Section 3.1.5."Effective Time" shall mean the date and time specified pursuant to Section 2.2 hereof as the effective time of the Merger."Election Deadline" shall have the meaning set forth in Section 3.2.3."Election Form" shall have the meaning set forth in Section 3.2.2."Election Form Record Date" shall have the meaning set forth in Section 3.2.2."Environmental Laws" means any applicable Federal, state or local law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or agreement with any Governmental Entity relating to (1) the protection, preservation or restoration of the environment (including, without limitation, air, water vapor, surface water, groundwater, drinking water supply, surface soil, subsurface soil, plant and animal life or any other natural resource), and/or (2) the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Materials of Environmental Concern. The term Environmental Law includes without limitation (a) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. SS9601, et seq; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. SS6901, et seq; the Clean Air Act, as amended, 42 U.S.C. SS7401, et seq; the Federal Water Pollution Control Act, as amended, 33 U.S.C. SS1251, et seq; the Toxic Substances Control Act, as amended, 15 U.S.C. SS2601, et seq; the Emergency Planning and Community Right to Know Act, 42 U.S.C. SS11001, et seq; the Safe Drinking Water Act, 42 U.S.C. SS300f, et seq; and all comparable state and local laws, and (b) any common law (including without limitation common law that may impose strict liability) that may impose liability or obligations for injuries or damages due to the presence of or exposure to any Materials of Environmental Concern."ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended."ERISA Affiliate" shall have the meaning set forth in Section 5.12.3. "ERISA Affiliate Plan" shall have the meaning set forth in Section 5.12.3. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "Exchange Agent" shall mean Computershare Trust Company, N.A., or such other bank or trust company or other agent designated by Northfield Bancorp, and reasonably acceptable to Hopewell Valley, which shall act as agent for Northfield Bancorp in connection with the exchange procedures for exchanging Certificates for the Merger Consideration."Exchange Fund" shall have the meaning set forth in Section 3.3.1."Exchange Ratio" shall have t

Certain Definitions from Purchase Agreement

PURCHASE AGREEMENT (this Agreement), dated as of the date set forth on the signature page hereto, among the entity identified on the signature page as Purchaser (the Purchaser), RadioShack Corporation, a Delaware corporation (the Company), and each of the Companys subsidiaries listed on the signature page (together with the Company, each a Seller and, collectively, the Sellers).

Certain Definitions. For purposes of this Agreement, the following terms, when used herein with initial capital letters, have the meanings specified in this Section 1.1 or in other Sections of this Agreement identified in Section 1.2: Affiliate means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person, and the term control (including 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 such Person, whether through ownership of voting securities, by contract or otherwise. Bidding Procedures Order means the order of the Bankruptcy Court [Docket No. 871], entered on March 9, 2015, authorizing, among other things, the sale of the Purchased Assets and the assumption of the Assumed Liabilities pursuant to the bid procedures set forth therein. Business means the business of the Purchased Companies as such business has been conducted since January 1, 2012. Business Day means any day other than a Saturday, a Sunday or any other day on which commercial banks in New York, New York or Mexico City, D.F. are authorized or required by Law to close. Code means the Internal Revenue Code of 1986, as amended. Contract means any contract, agreement, commitment, promise or undertaking (including any indenture, note, bond or other evidence of indebtedness, lease, instrument, license, lease, purchase order or other legally binding agreement) whether written or oral. Data means all information and data, whether in printed or electronic form and whether contained in a database or otherwise, that is used in or held for use in the operation of the respective businesses of the Purchased Companies, or that is otherwise material to or necessary for the operation of the respective businesses of the Purchased Companies. Debt means, with respect to any Person and as of a specific time without duplication, all obligations of such Person (i) for the unpaid principal amount of, and accrued interest, premiums and prepayment penalties on, all indebtedness for borrowed money, (ii) evidenced by notes, bonds, debentures or other similar instruments, but not including operating leases, (iii) in respect of capitalized leases, (iv) any obligations with respect to any interest rate hedging, swap agreements or similar arrangements and related fees, (v) any liability for all or any part of the deferred purchase price of property or services (other than trade payables), including any earnout or similar payment or any non-compete payments, (vi) any liability under any reimbursement obligation relating to a letter of credit, bankers acceptance or note purchase facility, (vii) all cut but uncashed checks, (viii) cash, book or bank account overdrafts, and (ix) any Guarantee of Debt. Environmental Law means any Law in effect at the relevant date or for the relevant period relating to the protection of human health and safety or the environment (including air, surface water, groundwater, land surfaces or subsurface strata) or natural resources, Releases of or exposure to Hazardous Material or the handling, generation, treatment, transportation, storage, use, arrangement for disposal or disposal, manufacture, distribution, formulation, packaging or labeling of Hazardous Materials, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. SSSS 9601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. SSSS 1801, et seq.), the Resource Conservation and Recovery Act (42 U.S.C. SSSS 6901, et seq.), the Clean Water Act (33 U.S.C. SSSS 1251, et seq.), the Clean Air Act (42 U.S.C. SSSS 7401, et seq.) the Toxic Substances Control Act (15 U.S.C. SSSS 2601, et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. SSSS 136, et seq.), the Occupational Safety and Health Act (29 U.S.C. SSSS 651, et seq.), and analogous state, local and foreign Laws. Excluded Matter means the effect of: (i) any change in the United States or foreign economies or financial markets in general; (ii) any change that generally affects the businesses in which a Seller generally competes; (iii) any change arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions; (iv) any change in applicable Laws or accounting rules; (v) any actions taken or proposed to be taken by Purchaser or any of its Affiliates; (vi) any effect resulting from the public announcement of this Agreement; or (vii) any effect resulting from the filing of the Bankruptcy Case and a Sellers inability to pay certain obligations as a result of the filing of the Bankruptcy Case; provided, however, that with respect to clauses (i) and (ii), such effects do not disproportionately adversely affect the bu