$3,000,000 Uses in Definitions Clause

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated July 7, 2017, by and between Mastech Digital, Inc., a Pennsylvania corporation (the Company) and Ashok K. Trivedi, an individual and resident of Pennsylvania, as trustee of the Ashok K. Trivedi Revocable Trust, (Purchaser).

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquisition shall have the meaning set forth in Section 4.4 of this Agreement. Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person (as such terms are used in and construed under Rule 405 of the Securities Act). Articles of Incorporation means the Companys Amended and Restated Articles of Incorporation, as amended from time to time. Closing means the closing of the purchase and sale of the Shares on the Closing Date pursuant to Section 2 of this Agreement. Closing Date means the date the Acquisition closes. Common Stock means the common stock of the Company, par value $0.01 per share. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. GAAP shall have the meaning set forth in Section 5.6 of this Agreement. Independent Committee shall have the meaning set forth in Section 4.6 of this Agreement. Investment Company Act means the Investment Company Act of 1940, as amended. Material Adverse Effect means any event, occurrence, fact, condition or change that is, or could reasonably be expected to, individually or in the aggregate, have a material adverse effect on (a) the enforceability of any Transaction Document, (b) the results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, or (c) the Companys ability to perform in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of determination, other than any such change, effect, event or circumstance, including, without limitation, any change in the stock price or trading volume of the Common Stock, that resulted exclusively from (i) any change in the United States or foreign economies or securities, banking or financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, including, without limitation, any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates, (ii) any change that generally affects the industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (iii) any change arising in connection with natural disasters, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such natural disasters, hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (iv) general political conditions, (v) any action taken by Purchaser, its Affiliates or its or their permitted successors and assigns with respect to the transactions contemplated by this Agreement, (vi) the effect of any changes in applicable laws or accounting rules that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, and (vii) any change resulting from compliance with the terms of this Agreement or the consummation of the transactions contemplated by this Agreement, including, without limitation, the public announcement of the Acquisition and the transactions contemplated by this Agreement. Per Share Purchase Price means the greater of (i) $7.00 per share of Common Stock or (ii) the closing price of the Common Stock on the NYSE MKT on the second Trading Day from and including the date of filing with the SEC a Current Report on Form 8-K announcing the execution of this Agreement and the Acquisition. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Press Release shall have the meaning set forth in Section 7.1 of this Agreement. Purchaser Indemnitee shall have the meaning set forth in Section 7.5 of this Agreement. Registration Rights Agreement means that certain registration rights agreement by and among the Company, Purchaser, and The Revocable Declaration of Trust of Sunil Wadhwani, in substantially the form attached hereto as Exhibit A. SEC means the U.S. Securities and Exchange Commission. SEC Reports shall have the meaning set forth in Section 5.6 of this Agreement. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Shares shall have the meaning ascribed to such term in Section 2.1 of this Agreement. Subscription Amount means Three Million Dollars ($3,000,000) in United States dollars and in immediately available funds. Subsidiary means any corporation, partnership or other entity of which the Company directly or indirectly owns more than fifty percent (50%) of

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated July 7, 2017, by and between Mastech Digital, Inc., a Pennsylvania corporation (the Company) and Sunil Wadhwani, an individual and resident of Pennsylvania, as trustee of The Revocable Declaration of Trust of Sunil Wadhwani, (Purchaser).

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquisition shall have the meaning set forth in Section 4.4 of this Agreement. Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person (as such terms are used in and construed under Rule 405 of the Securities Act). Articles of Incorporation means the Companys Amended and Restated Articles of Incorporation, as amended from time to time. Closing means the closing of the purchase and sale of the Shares on the Closing Date pursuant to Section 2 of this Agreement. Closing Date means the date the Acquisition closes. Common Stock means the common stock of the Company, par value $0.01 per share. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. GAAP shall have the meaning set forth in Section 5.6 of this Agreement. Independent Committee shall have the meaning set forth in Section 4.6 of this Agreement. Investment Company Act means the Investment Company Act of 1940, as amended. Material Adverse Effect means any event, occurrence, fact, condition or change that is, or could reasonably be expected to, individually or in the aggregate, have a material adverse effect on (a) the enforceability of any Transaction Document, (b) the results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, or (c) the Companys ability to perform in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of determination, other than any such change, effect, event or circumstance, including, without limitation, any change in the stock price or trading volume of the Common Stock, that resulted exclusively from (i) any change in the United States or foreign economies or securities, banking or financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, including, without limitation, any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates, (ii) any change that generally affects the industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (iii) any change arising in connection with natural disasters, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such natural disasters, hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (iv) general political conditions, (v) any action taken by Purchaser, its Affiliates or its or their permitted successors and assigns with respect to the transactions contemplated by this Agreement, (vi) the effect of any changes in applicable laws or accounting rules that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, and (vii) any change resulting from compliance with the terms of this Agreement or the consummation of the transactions contemplated by this Agreement, including, without limitation, the public announcement of the Acquisition and the transactions contemplated by this Agreement. Per Share Purchase Price means the greater of (i) $7.00 per share of Common Stock or (ii) the closing price of the Common Stock on the NYSE MKT on the second Trading Day from and including the date of filing with the SEC a Current Report on Form 8-K announcing the execution of this Agreement and the Acquisition. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Press Release shall have the meaning set forth in Section 7.1 of this Agreement. Purchaser Indemnitee shall have the meaning set forth in Section 7.5 of this Agreement. Registration Rights Agreement means that certain registration rights agreement by and among the Company, Purchaser, and the Ashok K. Trivedi Revocable Trust, in substantially the form attached hereto as Exhibit A. SEC means the U.S. Securities and Exchange Commission. SEC Reports shall have the meaning set forth in Section 5.6 of this Agreement. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Shares shall have the meaning ascribed to such term in Section 2.1 of this Agreement. Subscription Amount means Three Million Dollars ($3,000,000) in United States dollars and in immediately available funds. Subsidiary means any corporation, partnership or other entity of which the Company directly or indirectly owns more than fifty percent (50%) of its outstanding

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement), dated as of July 6, 2017, for the purchase and sale of all of the outstanding shares of Pacific Foods of Oregon, Inc., an Oregon corporation (the Company), is entered into by and among the Company, the shareholders of the Company set forth on Schedule 2.01 (each a Shareholder and collectively, the Shareholders), PFO Shareholders Corp., an Oregon corporation and Affiliate of the Company (the Seller), Campbell Investment Company, a Delaware corporation (Buyer), and Charles W. Eggert, an individual in his capacity as the Shareholder Representative.

Definitions. The following terms have the meanings specified or referred to in this Article I: Advancements has the meaning set forth in Section 9.03(a)(ii). Affiliate of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. 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 a Person, whether through the ownership of voting securities, by contract or otherwise. Affiliated Leases has the meaning set forth in Section 4.09(f). Affiliated Subleases has the meaning set forth in Section 4.09(f). Agreement has the meaning set forth in the preamble. Arbitrator has the meaning set forth in Section 2.05(c). Audited Financial Statements has the meaning set forth in Section 4.05(a). Balance Sheet has the meaning set forth in Section 4.05(a). Balance Sheet Date has the meaning set forth in Section 4.05(a). Benefit Plan has the meaning set forth in Section 4.19(a). Business means the marketing, sale, distribution, or production in or for import into the United States or Canada of wet soup, wet broth, non-dairy beverages, wet gravies, or any other products of the kind sold by the Company in the United States or Canada, including products that are listed on the Companys product development list maintained by its marketing department, as of the date of this Agreement. Business Day means any day except Saturday, Sunday or any other day on which commercial banks located in New York, NY are authorized or required by Law to be closed for business. Buyer has the meaning set forth in the preamble. Cash means cash and cash equivalents on hand or in the bank accounts of the Company (reduced by outstanding checks and drafts and cash overdrafts, and increased by deposits in transit) (calculated in accordance with GAAP). CERCLA means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. SSSS 9601 et seq. CIM means the Companys Confidential Information Memorandum received by Buyer. Closing has the meaning set forth in Section 2.04. Closing Cash means the aggregate amount of Cash of the Company outstanding as of the Closing Date, determined immediately prior to giving effect to the Closing. Closing Date has the meaning set forth in Section 2.04. Closing Indebtedness means the aggregate amount of all Indebtedness of the Company outstanding as of the Closing Date, determined immediately prior to giving effect to the Closing. Closing Payment has the meaning set forth in Section 2.02. Closing Working Capital means (a) the current amounts applicable to those line items shown on the Balance Sheet (excluding Cash) constituting current assets of the Company, less (b) the current amounts applicable to those line items shown on the Balance Sheet constituting current liabilities of the Company (expressly excluding Indebtedness), in each case as of the close of business on the Closing Date. Closing Working Capital shall exclude (i) deferred Tax items; (ii) any liabilities for accruals or reserves established under GAAP that require the accrual for contingent or uncertain tax positions; and (iii) Indebtedness. For the avoidance of doubt, Closing Working Capital shall be calculated in accordance with the illustration set forth on Schedule 1.01(b). Code means the Internal Revenue Code of 1986, as amended. Common Stock has the meaning set forth in Section 4.02(a). Company has the meaning set forth in the recitals. Company Intellectual Property has the meaning set forth in Section 4.10(b). Competing Business means any business or Person engaged in any part of the Business other than Buyer and its Subsidiaries; provided, however, for the avoidance of any doubt, Competing Business does not include and specifically excludes (a) any business primarily involved in the formulation, manufacture, sale, or development of (i) food ingredients or additives other than bullion; and (ii) dairy, beef, swine and poultry food products sold by any Affiliates of Company as of the date of this Agreement, and (b) Emilys Table for products supplied to food bank programs and woman, infant and children (WIC) nutritional programs, not conducted for any primary commercial or profit making purpose. Confidentiality Agreement means the Confidentiality Agreement, dated as of May 16, 2017, and supplemented May 30, 2017, between Campbell Soup Company and the Company. Data Laws means laws, regulations, guidelines, and rules in any jurisdiction (federal, state, local, and non-U.S.) applicable to data privacy, data security, and/or personal information. Data Room means the electronic documentation site established by Merrill Communications, LLC on behalf of the Company, Seller and the Shareholders, to which Buyer and its

Definitions from Incentive Compensation Plan

Definitions. For purposes of the Plan, the following capitalized words shall have the meanings set forth below: Affiliate means any subsidiary and any person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Company. Award means an award granted pursuant to the Plan, the payment of which shall be contingent on the attainment of Performance Targets with respect to a Performance Period, as determined by the Committee pursuant to Section 6(a). Base Salary means the Participants annualized rate of base salary on the last day of the Performance Period before (i) deductions for taxes or benefits and (ii) deferrals of compensation pursuant to any Company or Affiliate-sponsored plans. Board means the Board of Directors of the Company, as constituted from time to time. Change in Control has the meaning set forth in the Altice USA 2017 Long Term Incentive Plan. Code means the U.S. Internal Revenue Code of 1986, as amended from time to time, including any regulations or authoritative guidance promulgated thereunder and successor provisions thereto. Committee means the Board or, if delegated by the Board, the Compensation Committee of the Board, any successor committee thereto, or any other committee appointed from time to time by the Board to administer the Plan. For purposes of the Plan, reference to the Committee shall be deemed to refer to any subcommittee, subcommittees, or other persons or groups of persons to whom the Committee delegates authority pursuant to Section 3(d). Company means Altice USA, Inc., a Delaware corporation, and any successor thereto. Effective Date means the business day immediately prior to the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, with respect to any class of the Companys equity securities. Maximum Award means as to any Participant for any Plan Year, $3,000,000. Participant means those officers of the Company who are selected by the Committee to receive an Award for the Plan Year. Performance Criteria means a goal or goals established by the Committee and measured over a Performance Period. To the extent that an Award is intended to constitute qualified performance-based compensation under Section 162(m), the Performance Criteria with respect to such Award shall be related to measures of one or more of the criteria listed below. Such criteria may be determined by reference to the performance of the Company, Altice N.V., an Affiliate or a business unit, product or service thereof or any combination of the foregoing. Such criteria may also be measured on a per customer, subscriber, homes passed, basic or diluted share basis or any combination of the foregoing and may reflect absolute performance, incremental performance or comparative performance to other companies (or their products or services) determined on a gross, net, GAAP or non-GAAP basis, with respect to one or more of the following: net or operating income or other measures of profit; measures of revenue; earnings before interest, taxes, depreciation and amortization (EBITDA); cash flow, free cash flow, adjusted operating cash flow and similar measures; return on equity, investment, assets or capital; gross or operating margins or savings; performance relative to budget, forecast or market expectations; market share or penetration, subscriber or customer acquisition or retention, ratings or viewership; operating metrics relating to sales, installations or customer service or satisfaction; capital spending management, network upgrades or product or service deployments; a specified increase in the fair market value of the Companys common stock or that of Altice N.V.; a specified increase in the private market value of the Company; the price of the Companys common stock or that of Altice N.V.; earnings per share; and/or total shareholder return. The Performance Criteria shall be subject to adjustment by the Committee to remove the effect of charges for restructurings, discontinued operations and all items of gain, loss or expense determined to be unusual in nature or infrequent in occurrence, related to the disposal of a segment or a business, or related to a change in accounting principle or otherwise. With respect to Awards that are not intended to constitute qualified performance-based compensation under Section 162(m), the Committee may establish Performance Targets based on any Performance Criteria or no Performance Criteria as it deems appropriate. Performance Targets means the goals selected by the Committee, in its discretion, to be applicable to a Participant for any Performance Period. Performance Targets shall be based upon one or more Performance Criteria. Performance Targets may include a threshold level of performance below which no Award will be paid and levels of performance at which specified percentages of the Tar

Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER, dated as of February 2, 2017 (this Agreement), is by and among CBS Corporation, a Delaware corporation (CBS), CBS Radio Inc., a Delaware corporation and a wholly owned subsidiary of CBS (Radio), Entercom Communications Corp., a Pennsylvania corporation (Acquiror), and Constitution Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Acquiror (Merger Sub).

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Acquiror Acquisition Agreement means any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any Acquiror Acquisition Proposal. Acquiror Acquisition Proposal means any proposal or offer with respect to any direct or indirect acquisition or purchase by a third Person or group of Persons (other than CBS, Radio or their Affiliates), in one transaction or a series of transactions, and whether through any merger, reorganization, consolidation, tender offer, self-tender, exchange offer, stock acquisition, asset acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or otherwise, of (a) assets or businesses of the Acquiror Group that generate 20% or more of the net revenues or net income or that represent 20% or more of the total assets (based on fair market value) of the Acquiror Group, taken as a whole, immediately prior to such transaction, or (b) beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of 20% or more of the outstanding shares of Acquiror Common Stock (assuming conversion of all Acquiror Class B Common Stock), other equity securities or voting power of any shareholder of Acquiror (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such common stock or other securities representing such), any of the Acquiror Subsidiaries or any resulting parent company of Acquiror, in each case other than the Merger, the other transactions contemplated by this Agreement and any transactions required to satisfy the obligations of the parties pursuant to Section 7.9. Acquiror Bylaws means the Amended and Restated Bylaws of Acquiror, as amended. Acquiror Charter means the Restated Articles of Incorporation of Acquiror, as amended. Acquiror Class A Common Stock means the Class A common stock, par value $0.01 per share, of Acquiror. Acquiror Class B Common Stock means the Class B common stock, par value $0.01 per share, of Acquiror. Acquiror Class C Common Stock means the Class C common stock, par value $0.01 per share, of Acquiror. Acquiror Common Stock means the Acquiror Class A Common Stock, Acquiror Class B Common Stock and Acquiror Class C Common Stock, together. Acquiror Existing Credit Facility means that certain Credit Agreement, dated as of November 1, 2016, by and among Acquiror, Bank of America, N.A., as administrative agent, and the other parties signatory thereto, as may be amended, restated, supplemented or otherwise modified from time to time. Acquiror FCC Licenses means all licenses, permits and other authorizations issued to any member of the Acquiror Group by the FCC with respect to the Radio Stations owned or operated by any member of the Acquiror Group. Acquiror Fundamental Representations means those representations and warranties of Acquiror and Merger Sub set forth in Section 6.1(a) and (b) [Organization; Qualification], Section 6.2 [Capital Stock and Other Matters], Section 6.3 [Corporate Authority; No Violation], Section 6.5(a)(ii) [No MAE] and Section 6.18 [Brokers or Finders]. Acquiror Group means Acquiror and the Acquiror Subsidiaries; provided that the Acquiror Group shall not include any members of the CBS Group or Radio Group. Acquiror Indebtedness means the Acquiror Preferred Stock and all indebtedness outstanding pursuant to the Acquiror Existing Credit Facility. Acquiror Leased Real Property means all Leased Real Property held by the Acquiror Group. Acquiror Leases means all Leases of the Acquiror Group. Acquiror Material Adverse Effect means, with respect to Acquiror, any event, occurrence, fact, condition, change, development or effect that, individually or in the aggregate, (a) is, or is reasonably expected to be, materially adverse to the business, results of operations or financial condition of the Acquiror Group, taken as a whole; provided, however, that none of the following shall be deemed in and of themselves, either alone or in combination, to constitute, nor shall any of the following be taken into account (in either case, after giving effect to any event, occurrence, fact, condition, change, development or effect resulting therefrom) in determining whether there has been, or there would reasonably expected to be, individually or in the aggregate, an Acquiror Material Adverse Effect: (i) general economic conditions attributable to the U.S. or any foreign economy or financial or credit markets, or changes therein (including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates, price levels or trading volumes in any securities markets), (ii) general political conditions or changes therein (including any changes arising out of acts of terrorism or war, weather conditions or other force majeure events), (iii) changes in, or

Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER, dated as of February 2, 2017 (this Agreement), is by and among CBS Corporation, a Delaware corporation (CBS), CBS Radio Inc., a Delaware corporation and a wholly owned subsidiary of CBS (Radio), Entercom Communications Corp., a Pennsylvania corporation (Acquiror), and Constitution Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Acquiror (Merger Sub).

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Acquiror Acquisition Agreement means any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any Acquiror Acquisition Proposal. Acquiror Acquisition Proposal means any proposal or offer with respect to any direct or indirect acquisition or purchase by a third Person or group of Persons (other than CBS, Radio or their Affiliates), in one transaction or a series of transactions, and whether through any merger, reorganization, consolidation, tender offer, self-tender, exchange offer, stock acquisition, asset acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or otherwise, of (a) assets or businesses of the Acquiror Group that generate 20% or more of the net revenues or net income or that represent 20% or more of the total assets (based on fair market value) of the Acquiror Group, taken as a whole, immediately prior to such transaction, or (b) beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of 20% or more of the outstanding shares of Acquiror Common Stock (assuming conversion of all Acquiror Class B Common Stock), other equity securities or voting power of any shareholder of Acquiror (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such common stock or other securities representing such), any of the Acquiror Subsidiaries or any resulting parent company of Acquiror, in each case other than the Merger, the other transactions contemplated by this Agreement and any transactions required to satisfy the obligations of the parties pursuant to Section 7.9. Acquiror Bylaws means the Amended and Restated Bylaws of Acquiror, as amended. Acquiror Charter means the Restated Articles of Incorporation of Acquiror, as amended. Acquiror Class A Common Stock means the Class A common stock, par value $0.01 per share, of Acquiror. Acquiror Class B Common Stock means the Class B common stock, par value $0.01 per share, of Acquiror. Acquiror Class C Common Stock means the Class C common stock, par value $0.01 per share, of Acquiror. Acquiror Common Stock means the Acquiror Class A Common Stock, Acquiror Class B Common Stock and Acquiror Class C Common Stock, together. Acquiror Existing Credit Facility means that certain Credit Agreement, dated as of November 1, 2016, by and among Acquiror, Bank of America, N.A., as administrative agent, and the other parties signatory thereto, as may be amended, restated, supplemented or otherwise modified from time to time. Acquiror FCC Licenses means all licenses, permits and other authorizations issued to any member of the Acquiror Group by the FCC with respect to the Radio Stations owned or operated by any member of the Acquiror Group. Acquiror Fundamental Representations means those representations and warranties of Acquiror and Merger Sub set forth in Section 6.1(a) and (b) [Organization; Qualification], Section 6.2 [Capital Stock and Other Matters], Section 6.3 [Corporate Authority; No Violation], Section 6.5(a)(ii) [No MAE] and Section 6.18 [Brokers or Finders]. Acquiror Group means Acquiror and the Acquiror Subsidiaries; provided that the Acquiror Group shall not include any members of the CBS Group or Radio Group. Acquiror Indebtedness means the Acquiror Preferred Stock and all indebtedness outstanding pursuant to the Acquiror Existing Credit Facility. Acquiror Leased Real Property means all Leased Real Property held by the Acquiror Group. Acquiror Leases means all Leases of the Acquiror Group. Acquiror Material Adverse Effect means, with respect to Acquiror, any event, occurrence, fact, condition, change, development or effect that, individually or in the aggregate, (a) is, or is reasonably expected to be, materially adverse to the business, results of operations or financial condition of the Acquiror Group, taken as a whole; provided, however, that none of the following shall be deemed in and of themselves, either alone or in combination, to constitute, nor shall any of the following be taken into account (in either case, after giving effect to any event, occurrence, fact, condition, change, development or effect resulting therefrom) in determining whether there has been, or there would reasonably expected to be, individually or in the aggregate, an Acquiror Material Adverse Effect: (i) general economic conditions attributable to the U.S. or any foreign economy or financial or credit markets, or changes therein (including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates, price levels or trading volumes in any securities markets), (ii) general political conditions or changes therein (including any changes arising out of acts of terrorism or war, weather conditions or other force majeure events), (iii) changes in, or

Definitions from Membership Interest Purchase Agreement

This ASSET AND MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement) dated as of January 24, 2017 by and between Bob Evans Farms, Inc., a Delaware corporation (Seller), and BER Acquisition, LLC, a Delaware limited liability company (Buyer). Each of Seller and Buyer is referred to herein as a Party and collectively as the Parties.

Definitions. As used herein, the following terms have the following meanings: Action means any action, audit, claim, charge, suit, arbitration, mediation, litigation, investigation, or proceeding, in each case at law or equity by or before any Governmental Authority, provided that Action shall not include tax audits or ordinary course health inspections. Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person. For purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or other ownership interests, by contract or otherwise, and the terms controlling and controlled have correlative meanings. Anti-Takeover Statute means Section 203 of the General Corporation Law of the State of Delaware or any other anti-takeover, moratorium, fair price, control share, interested stockholder or similar Law. Assignment and Assumption Agreement means one or more Assignment and Assumption Agreements, to be entered into in connection with the consummation of the transactions contemplated hereby, by and between Seller or a Subsidiary of Seller, as applicable, on the one hand, and Buyer or a permitted assign or Subsidiary of Buyer, as applicable, on the other, in form and substance reasonably acceptable to Seller and Buyer. Balance Sheet means the unaudited pro forma combined balance sheet of the Business as of October 28, 2016. Balance Sheet Date means October 28, 2016. Bill of Sale means one or more Bills of Sale, to be entered into in connection with the consummation of the transactions contemplated hereby, by and between Seller or a Subsidiary of Seller, as applicable, on the one hand, and Buyer or a permitted assign or Subsidiary of Buyer, as applicable, on the other, in form and substance reasonably acceptable to Seller and Buyer. Business means the business of (a) operating the Bob Evans chain of restaurants in the United States including those listed on Schedule 1.01(a) (each, a Restaurant, and collectively, the Restaurants), (b) developing, owning, operating, marketing and advertising Restaurant Services, and providing third parties the rights to develop, own, operate, market and advertise Restaurant Services including in connection with Bob Evans Express and (c) all other activities conducted by Seller and its Subsidiaries prior to the date hereof outside of the Prepared Foods Business directly supporting the performance of the Restaurant Services. Business Day means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York, or Cleveland, Ohio, are authorized or required by Law to close. Business Employee means (i) all Restaurant employees employed by Seller or its Subsidiaries immediately prior to the Closing; (ii) each employee (other than a Restaurant employee) of Seller or its Subsidiaries whose employment duties immediately prior to the Closing are primarily dedicated to the performance of services (including administrative or back-office support services) for the Business and only to the extent that such employees are set forth on Schedule 1.01(b) as of the date of this Agreement; and (iii) any employees hired by Seller or any of its Subsidiaries in the ordinary course of business consistent with past practice after the date of this Agreement and before the Closing Date to replace any of the employees set forth on Schedule 1.01(b) whose employment terminates after the date of this Agreement and before the Closing Date. Business Guarantees means all guarantees, letters of credit, comfort letters, bonds, sureties and other similar credit support or assurances provided by Seller or any of its Affiliates in support of any obligation of the Business, a true, complete and correct list of which as of the date hereof is set forth on Schedule 1.01(c). If and to the extent the assignment or transfer to Buyer or its Affiliates of any Lease included in the Leased Real Property pursuant hereto does not completely and irrevocably release Seller and all the Retained Subsidiaries, as applicable, to the extent Seller or such Retained Subsidiaries are liable under any such Business Guarantees, from all obligations and Liabilities under such Lease or requires that Seller or any of its Affiliates enter into a new guarantee, letter of credit, comfort letter, bond, surety and other credit support or assurance in respect of such Lease, such unreleased obligations, Liabilities, support or assurance shall be referred to herein as Lease Guarantees and shall be considered Business Guarantees hereunder. All Lease Guarantees shall be added to Schedule 1.01(c) as and when entered into. Business Intellectual Property means the Intellectual Property Rights owned by Seller or any of its Subsidiaries and exclusively used or held for use in connection with the con

Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of December 22, 2016, is made by and among Essentialis, Inc., a Delaware corporation (the Company), Capnia, Inc., a Delaware corporation (Parent), Company E Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (Merger Sub), and Neil Cowen (the Stockholders Representative), solely in his capacity as the representative for the Company Stockholders and only for the purposes expressly provided herein. Parent, Merger Sub and the Company, and, solely in his capacity as and solely to the extent applicable, the Stockholders Representative, shall be referred to herein from time to time as a Party and collectively as the Parties. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X below.

Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below: Accredited Investor means any Company Stockholder or Other Consideration Recipient, as applicable, who is an accredited investor (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act), as determined by Parent in its reasonable discretion. Action means any legal action, suit, arbitration, investigation, claim, proceeding or other similar dispute (whether federal, state, local or foreign). Affiliate of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where control means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, Contract or otherwise. Antitrust Law means any federal, state or foreign Law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition. Business Day means a day which is neither a Saturday or Sunday, nor any other day on which banking institutions in San Francisco, California are authorized or obligated by Law to close. Carve-Out Plan means the Companys 2010 Key Personnel Incentive Program, effective as of August 11, 2010. Carve-Out Plan Closing Merger Shares means the aggregate number of Closing Merger Shares issuable to the Carve-Out Plan Participants in connection with the Closing in accordance with the terms of the Carve-Out Plan, rounded down to the nearest whole share (and which number of Carve-out Plan Closing Merger Shares shall be set forth on the Consideration Spreadsheet and will be relied upon by Parent as determinative). Table of Contents Carve-Out Plan Holdback Shares means, with respect to any release and issuance of Holdback Shares, the aggregate number of Holdback Shares issuable to the Carve-Out Plan Participants in connection with the release of such Holdback Shares in accordance with the terms of the Carve-Out Plan, rounded down to the nearest whole share (and which maximum number of Carve-out Plan Holdback Shares shall be set forth on the Consideration Spreadsheet and will be relied upon by Parent as determinative). Carve-Out Plan Consideration means, collectively, the Carve-Out Plan Closing Merger Shares, the Carve-Out Plan Milestone Consideration and the Carve-Out Plan Holdback Shares. Carve-Out Plan Milestone Consideration means, collectively, the (a) Carve-Out Plan Milestone Shares and (b) the Carve-out Plan Commercial Milestone Cash Consideration. Carve-Out Plan Milestone Shares means the aggregate number of Milestone Shares issuable to the Carve-Out Plan Participants in connection with the achievement of the Development Milestone, rounded down to the nearest whole share (and which number of Carve-out Plan Milestone Shares shall be set forth on the Consideration Spreadsheet and will be relied upon by Parent as determinative). Carve-out Plan Commercial Milestone Cash Consideration means, with respect to the achievement of a Commercial Milestone, the applicable aggregate amount of the applicable Commercial Milestone Cash Payment paid to the Carve-Out Plan Participants in connection with the achievement of such Commercial Milestone and in accordance with the terms of the Carve-Out Plan (and which amount of such Carve-Out Plan Commercial Milestone Cash Consideration shall be set forth on the Consideration Spreadsheet and will be relied upon by Parent as determinative). Carve-Out Plan Participants means those Key Personnel (as defined in the Carve-out Plan) set forth on Section 10.01(a) of the Company Disclosure Schedules (and on the Consideration Spreadsheet) and who are entitled to receive the applicable Carve-Out Plan Consideration set forth opposite such Key Personnels name on Section 10.01(a) of the Company Disclosure Schedules (and on the Consideration Spreadsheet) issuable and payable in accordance with the terms hereunder. Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing. Closing Merger Shares means such number of shares of Parent Common Stock equal to (a) eighty-percent percent (80%) of the Total Merger Shares, rounded down to the nearest whole share, less (b) the Holdback Shares, plus (c) the Interim Financing Additional Shares, if any. COBRA shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Code means the Internal Revenue Code of 1986, as amended. Company Acquisition Proposal means any proposal, offer, or indication of interest (other than a proposal, offer, or indication of interest by the other party hereto) relating to any Company Acquisition Transaction. Company Acquisition Transaction means, with respect to the Company, any transaction or series of related transactions (other than the transactions c

Definitions from Master Investment Agreement

This MASTER INVESTMENT AGREEMENT (together with the Exhibits, Attachments and Schedules hereto, this Agreement) is made as of the 24 day of May 2013 by and among Compania Hotelera Gran Playa Real S. de R.L. de C.V., a Mexican sociedad de responsabilidad limitada de capital variable (the Operators Holding Contributing Shareholder or the Operators Minority Shareholder), BD Operadora de Servicios S.A. de C.V., a Mexican sociedad anonima de capital variable, (the Operators Holding Minority Shareholder, and together with the Operators Holding Contributing Shareholder and the Operators Holding Additional Shareholder (as defined below) the Operators Holding Shareholders);

Definitions. Certain terms used in this Agreement are listed in alphabetical order and defined or referred to below (such terms as well as any other terms defined elsewhere in this Agreement shall be equally applicable to both the singular and plural forms of the terms defined). AAA has the meaning set forth in Section 9.14. Accounts Receivable means that certain accounts receivable payable by the Target Companies to ITR as further described in Exhibit H. Accumulated Labor Liability means, to the extent not included in the calculation of the Net Working Capital of the applicable Target Company, the aggregate amount of accrued and unpaid salary or other compensation, prima vocacional, vacaciones, aguinaldo proporctional, and any accrued benefits pursuant to Applicable Law, the Collective Bargaining Agreements or the Benefit Plans, payable by the Target Companies or the applicable Employment Companies to the Employees with respect to the period beginning on the date each such individual began providing such services to the applicable Target Company, and ending on the Effective Time, but excluding any applicable prima de antiguedad, and to the extent included in the calculation of the Net Working Capital, the Contributions. Additional Benefits has the meaning set forth in Section 3.15(c). Additional Deposit Promissory Note has the meaning set forth in Section 6.1(a) Additional Interest Acquisition has the meaning set forth in Section 2.1(c)(ii). Additional Interest Acquisition Documents means the Purchase and Sale Agreement substantially in the form of Attachment XVII. Additional Interest Price means the amount of USD$52,684,618, subject to the provisions of Section 2.16. Adjusted Closing Statement has the meaning set forth in Section 2.11(e). Administrative Agent means Deutsche Bank Trust Company Americas in its capacity as administrative agent and collateral agent for a syndicate of banks, financial institutions and the other lenders under the Senior Secured Term Loan Facility. Affiliate means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Person. The term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise, and the terms controlled or controlling have meanings correlative thereto. For the avoidance of doubt, the Target Companies shall be Affiliates of the Real Group Members until the Closing, and the Target Companies shall be Affiliates of Playa from and after the Closing. Agreement has the meaning set forth in the Preamble. Aircraft Purchase Agreement has the meaning set forth in Section 6.12. Anti-Corruption Laws means any applicable laws and regulations of Mexico implementing the OECD Convention on Combating Bribery of Foreign Officials or other anti-corruption or anti-bribery provisions in the Applicable Laws of Mexico. Antitrust Laws means all statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, including, the Mexican Federal Competition Law (Ley Federal de Competencia Economica). Applicable Law means, with respect to any Person, any statute, treaty, law, common law, ordinance, rule, regulation, code, order, writ, stipulation, injunction, judicial decision, decree, ruling, determination, finding, constitutional provision or other legally binding requirement of any Governmental Authority applicable to such Person or any of its respective properties, assets, officers, directors, employees, consultants or agents (in connection with such officers, directors, employees, consultants or agents activities on behalf of such Person). Applicable Rate means the Exchange rate published by the Bank of Mexico (Tipo de cambio publicado por el Banco de Mexico en el Diario Oficial de la Federacion para solventar obligaciones denominadas en moneda extranjera pagaderas en la Republica Mexicana) as in force for the date that is two (2) Busines Days prior to the Closing Date. Balance Sheet has the meaning set forth in Section 3.7(a). Bank Indebtedness means, as to any Person: (a) indebtedness created, issued or incurred by such Person for borrowed money (whether by loan or the issuance and sale of debt securities or otherwise); (b) obligations of such Person to pay the deferred purchase or acquisition price of property or services, other than trade accounts (other than for borrowed money) and accrued expenses arising and/or incurred in the ordinary course of business that constitute current liabilities in accordance with MFRS; (c) obligations of such Person in respect of letters of credit or similar instr

Definitions from Management Stockholders Agreement

This AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT is made as of September 7, 2016, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the Company), and each of the following (hereinafter severally referred to as a Stockholder and collectively referred to as the Stockholders):

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: 90% Owner means, as of any measurement date, the beneficial owners of at least ninety percent (90%) of all issued and outstanding shares of DTI Common Stock as of such date. Affiliate means, with respect to any Person, any other Person that controls, is controlled by, or is under common control with such Person. The term control means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. The terms controlled and controlling have meanings correlative to the foregoing. Notwithstanding the foregoing, for purposes of this Agreement, (i) the Company, its Subsidiaries (including VMware and its subsidiaries) and its other controlled Affiliates shall not be considered Affiliates of any of the Sponsor Stockholders or any of such partys Affiliates (other than the Company, its Subsidiaries and its other controlled Affiliates), (ii) none of the MD Stockholders and the MSD Partners Stockholders, on the one hand, and/or the SLP Stockholders, on the other hand, shall be considered Affiliates of each other, and (iii) except with respect to Section 7.13, none of the Sponsor Stockholders shall be considered Affiliates of (x) any portfolio company in which any of the Sponsor Stockholders or any of their investment fund Affiliates have made a debt or equity investment (and vice versa) or (y) any limited partners, non-managing members or other similar direct or indirect investors in any of the Sponsor Stockholders or their affiliated investment funds. Aggregate Cap has the meaning ascribed to such term in Section 4.6(b). Agreement means this Amended and Restated Management Stockholders Agreement (including the schedules, annexes and exhibits attached hereto) as the same may be amended, restated, supplemented or modified from time to time. Applicable Employee means (i) with respect to any Management Stockholder that is or was an employee, Non-Sponsor Director or consultant of the Company or any of its Subsidiaries, such employee, Non-Sponsor Director or consultant and (ii) with respect to any Management Stockholder that is not and was not an employee, Non-Sponsor Director or consultant of the Company or any of its Subsidiaries, the current or former employee, Non-Sponsor Director or consultant of the Company or any of its Subsidiaries with respect to whom such Management Stockholder is an Affiliate or a Permitted Transferee on or after the date of this Agreement. For purposes of this definition of Applicable Employee, the term Subsidiary shall include VMware and its subsidiaries. beneficial ownership and beneficially own and similar terms have the meaning set forth in Rule 13d-3 under the Exchange Act; provided, however, that (i) subject to Section 7.15, no party hereto shall be deemed to beneficially own any securities held by any other party hereto solely by virtue of the provisions of this Agreement (other than this definition) or other similar agreement with the Company and/or its Subsidiaries, and (ii) with respect to any securities held by a party hereto that are exercisable for, convertible into or exchangeable for shares of DTI Common Stock upon delivery of consideration to the Company or any of its Subsidiaries, such shares of DTI Common Stock shall not be deemed to be beneficially owned by such party unless, until and to the extent such securities have been exercised, converted or exchanged and such consideration has been delivered by such party to the Company or such Subsidiary. Board means the Board of Directors of the Company. Business Day means a day, other than a Saturday, Sunday or other day on which banks located in New York, New York, Austin, Texas or San Francisco, California are authorized or required by law to close. Call Date has the meaning ascribed to such term in Section 4.1(a). Call Notice has the meaning ascribed to such term in Section 4.2(a). Call Period has the meaning ascribed to such term in Section 4.1(b). Call Price has the meaning ascribed to such term in Section 4.1(c). Call Right has the meaning ascribed to such term in Section 4.2(a). Call Shares has the meaning ascribed to such term in Section 4.2(a). Call Termination Date has the meaning ascribed to such term in Section 4.1(d). Cause shall, with respect to the Applicable Employee of any Management Stockholder, have the meaning ascribed to such term in an agreement reflecting a Company Award with such Applicable Employee, or if no such Company Award exists or if Cause is not defined therein, then Cause means, with respect to such Applicable Employee: (i) a violation of (x) the Applicable Employee of such Management Stockholders obligations regarding confidentiality or the protection of sensitive, confidential or proprietary information, or trade secrets, or (y) any other restrictive covenant by which the Applicable Emp