37.5% Uses in Definitions Clause

Definitions from Tax Matters Agreement

This TAX MATTERS AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among General Electric Company, a New York corporation (GE), Baker Hughes, a GE company, a Delaware corporation (formerly known as Bear Newco, Inc.) (Newco), EHHC NewCo LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco (EHHC), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (Newco LLC).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. 752 GE Sharing Amount has the meaning set forth in Section 5.04(c)Section 5.04(a) of this Agreement. 752 Year has the meaning set forth in Section 5.04(c)Section 5.04(a) of this Agreement. Agreement has the meaning set forth in the preamble to this Agreement. Allocable Share means the percentage of membership interests of Newco LLC collectively held by the members of the GE Group, on the one hand, and the members of the Newco Group, on the other hand, at the time of the allocation of the relevant Shared Tax Benefits pursuant to Section 5.01. The Allocable Share of the GE Group as of the date hereof shall be 62.5% and the Allocable Share of the Newco Group as of the date hereof shall be 37.5%. Basis Adjustment means (a) the increase or decrease to, or the Newco Groups share of, the tax basis of the Reference Assets (i) under Sections 734(b), 743(b), 754 and 755 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, following an Exchange, Newco LLC remains in existence as an entity for U.S. federal income tax purposes) and (ii) under Sections 732 and 1012 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, as a result of one or more Exchanges, Newco LLC becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes), and (b) the amount of any immediate expense or deduction of the Newco Group for U.S. federal, state or local tax purposes based on the cost or value of a Common Unit or the properties of the Newco LLC Group attributable thereto, in each case, as a result of any Exchange and any payments made under Section 5.05. Beneficial Owner means, with respect to any security, a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, with respect to such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security. BHI has the meaning set forth in the recitals of this Agreement. BHI Tax Benefits has the meaning set forth in Section 5.02(b) of this Agreement. Book/Tax Difference Asset means an asset that is (a) held at the relevant time by Newco LLC for U.S. federal income tax purposes (or any partnership in which Newco LLC holds a direct interest or an indirect interest through one or more pass-through entities) at a Gross Asset Value (as defined in the LLC Agreement) that differs from its adjusted tax basis for U.S. federal income tax purposes and (b)(i) a Newco Group Contributed Asset, (ii) a GE Group Contributed Asset or (iii) acquired by Newco LLC for U.S. federal income tax purposes (or any partnership in which Newco LLC holds a direct interest or an indirect interest through one or more pass-through entities) after the Closing Date. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Certifications has the meaning set forth in Section 5.03(c)Section 5.04(a) of this Agreement. Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Date has the meaning set forth in the Transaction Agreement. Code means the United States Internal Revenue Code of 1986, as amended. Common Units has the meaning set forth in the LLC Agreement. Conflicts Committee has the meaning set forth in the Stockholders Agreement. Credit Event means the occurrence of any of the following events: (a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any member of the Newco Group or its debts, or of a substantial part of its assets, under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any member of the Newco Group or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (b) any member of the Newco Group shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in cl

Definitions from Tax Matters Agreement

This TAX MATTERS AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among General Electric Company, a New York corporation (GE), Baker Hughes, a GE company, a Delaware corporation (formerly known as Bear Newco, Inc.) (Newco), EHHC NewCo LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco (EHHC), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (Newco LLC).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. 752 GE Sharing Amount has the meaning set forth in Section 5.04(c)Section 5.04(a) of this Agreement. 752 Year has the meaning set forth in Section 5.04(c)Section 5.04(a) of this Agreement. Agreement has the meaning set forth in the preamble to this Agreement. Allocable Share means the percentage of membership interests of Newco LLC collectively held by the members of the GE Group, on the one hand, and the members of the Newco Group, on the other hand, at the time of the allocation of the relevant Shared Tax Benefits pursuant to Section 5.01. The Allocable Share of the GE Group as of the date hereof shall be 62.5% and the Allocable Share of the Newco Group as of the date hereof shall be 37.5%. Basis Adjustment means (a) the increase or decrease to, or the Newco Groups share of, the tax basis of the Reference Assets (i) under Sections 734(b), 743(b), 754 and 755 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, following an Exchange, Newco LLC remains in existence as an entity for U.S. federal income tax purposes) and (ii) under Sections 732 and 1012 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, as a result of one or more Exchanges, Newco LLC becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes), and (b) the amount of any immediate expense or deduction of the Newco Group for U.S. federal, state or local tax purposes based on the cost or value of a Common Unit or the properties of the Newco LLC Group attributable thereto, in each case, as a result of any Exchange and any payments made under Section 5.05. Beneficial Owner means, with respect to any security, a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, with respect to such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security. BHI has the meaning set forth in the recitals of this Agreement. BHI Tax Benefits has the meaning set forth in Section 5.02(b) of this Agreement. Book/Tax Difference Asset means an asset that is (a) held at the relevant time by Newco LLC for U.S. federal income tax purposes (or any partnership in which Newco LLC holds a direct interest or an indirect interest through one or more pass-through entities) at a Gross Asset Value (as defined in the LLC Agreement) that differs from its adjusted tax basis for U.S. federal income tax purposes and (b)(i) a Newco Group Contributed Asset, (ii) a GE Group Contributed Asset or (iii) acquired by Newco LLC for U.S. federal income tax purposes (or any partnership in which Newco LLC holds a direct interest or an indirect interest through one or more pass-through entities) after the Closing Date. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Certifications has the meaning set forth in Section 5.03(c)Section 5.04(a) of this Agreement. Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Date has the meaning set forth in the Transaction Agreement. Code means the United States Internal Revenue Code of 1986, as amended. Common Units has the meaning set forth in the LLC Agreement. Conflicts Committee has the meaning set forth in the Stockholders Agreement. Credit Event means the occurrence of any of the following events: (a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any member of the Newco Group or its debts, or of a substantial part of its assets, under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any member of the Newco Group or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (b) any member of the Newco Group shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in cl

Definitions from Amended and Restated

THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED MULTIPLE FACILITIES LEASE ("Second Amendment") is executed and delivered as of September 1, 2015, and is entered into by Georgia Lessor - Bonterra/Parkview, LLC, a Maryland limited liability company (successor to Georgia Lessor - Bonterra/Parkview, Inc. by conversion) ("Lessor"), and ADK Bonterra/Parkview, LLC, a Georgia limited liability company ("Lessee").

Definitions. Any capitalized term used but not defined in this Second Amendment will have the meaning assigned to such term in the Existing Master Lease. From and after the date of this Second Amendment, each reference in the Existing Master Leases or the other Transaction Documents to the "Lease" or "Master Lease" means, as applicable, the Existing Master Lease as modified by this Second Amendment. Additionally: a.The following definitions in Section 2.1 of the Existing Master Lease are amended and restated in their entirety as follows:Cash Flow: For any period, the sum of (a) Net Income of Lessee and any Sublessee (on a consolidated basis) arising solely from the operation of the Facilities for the applicable period, and (b) the amounts deducted in computing Lessee's and Sublessee's Net Income for the period for (i) depreciation, (ii) amortization, (iii) the greater of the Base Rent and Wellington Sublease Rent (the amount added back for Base Rent or Wellington Sublease Rent to be the amount used, whether actual amounts paid or "straight-line" rent amounts, in calculating Net Income), (iv) interest (including payments in the nature of interest under capitalized leases and interest on any Purchase Money Financing), (v) income taxes (or, if greater, income tax actually Second Amendment to Third Amended and Restated Multiple Facilities Lease (Parkview and Bonterra)v4 (Bakhuyzen 8-31-15)paid during the period) and (vi) management fees, and less (c) an imputed management fee equal to five percent (5%) of gross revenues.Cash Flow to Rent Ratio: For any fiscal period, the ratio of Cash Flow to the greater of the actual Base Rent or Wellington Sublease Rent payable. Expiration Date: means August 31, 2025, or August 31, 2037 if the second Renewal Term has been exercised, or August 31, 2049 if the third Renewal Term as been exercised.Lease Year: means each twelve-month period from and including May 1 through April 30. The Parties acknowledge that the last Lease Year of the Term will be a partial Lease Year.Rent: Collectively, Base Rent, Wellington Base Rent, and Additional Charges.Sublease: Subleases expressly approved in writing by Lessor prior to execution by Lessee. As of the date of the Second Amendment, the Wellington Sublease is the only Sublease.Sublessee: A Sublessee under a Sublease. As of the date of the Second Amendment, the Wellington Sublessee is the only Subleesee.Transaction Documents: means the following documents: this Lease, the Guaranties, the Letter of Credit Agreement, the Security Agreement, the Pledge Agreement, the Subordination Agreements, the Consent to Sublease, and any security agreements, pledge agreements, letter of credit agreements, guarantees, notes or other documents which evidence, secure or otherwise relate to this Lease, or the transactions contemplated by this Lease; and any and all amendments, modifications, extensions and renewals of any of the foregoing documents.b.The following definitions are added to Section 2.1 of the Master Lease:Consent to Sublease: That certain Sublease Consent Agreement dated as of the date of this Second Amendment by and among Lessor, Lessee, Wellington Guarantors and the Subtenants.Wellington Base Rent: For the applicable period, the Wellington Base Rent will be thirty-seven and one half percent (37.5%) of the difference between (i) the Wellington Sublease Rent for such period, and (ii) the Base Rent for such period; if the Base Rent exceeds the Wellington Sublease Rent, the amount of the Wellington Base Rent will be $0.00.Wellington Sublease Rent: means the annual amount of base rent payable under the Wellington Sublease. Wellington Sublessee: means collectively, 460 Auburn Avenue, L.P., a Georgia limited partnership and 2801 Felton Avenue, L.P., a Georgia limited partnership.Second Amendment to Third Amended and Restated Multiple Facilities Lease (Parkview and Bonterra)v4 (Bakhuyzen 8-31-15)Wellington Sublease: means the sublease agreement between Lessee (as sublandlord) and Wellington Sublesees (as subtenants) dated July 20, 2015 for the sublease of the Facilities.

Definitions from Amended and Restated Stockholder Agreement

This AMENDED AND RESTATED STOCKHOLDER AGREEMENT is made as of September 29, 2014, by and between Ikanos Communications, Inc., a Delaware corporation (Ikanos or the Company), and Tallwood III, L.P., a Delaware limited partnership (Tallwood III), Tallwood III Partners, L.P., a Delaware limited partnership (Tallwood III Partners), Tallwood III Associates, L.P., a Delaware limited partnership (Tallwood III Associates), and Tallwood III Annex, L.P., a Delaware limited partnership (Tallwood III Annex) (Tallwood III, Tallwood III Partners, Tallwood III Associates and Tallwood III Annex are together hereinafter referred to as the TWVC Funds and each individually, a TWVC Fund).

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: 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, as used with respect to any Person, 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. Controlled and controlling have meanings correlative to the foregoing. Agreement means this Amended and Restated Stockholder Agreement, as the same may be amended, supplemented, restated or modified. Alcatel-Lucent means Alcatel-Lucent Participations, S.A. Beneficial Ownership and Beneficially Own and similar terms have the meaning set forth in Rule 13d-3 under the Exchange Act. Board means the Board of Directors of the Company. Business Day means any day, other than a Saturday, Sunday or one on which banks are authorized or required by law to be closed in San Francisco, California. Certificate of Designation means the Companys Series A Preferred Stock Certificate of Designation as filed with the Secretary of State of the State of Delaware. Change of Control means any of: (a) the purchase or other acquisition by any Person or Group, directly or indirectly, in one transaction or a series of related transactions, of Voting Securities that, immediately following consummation of such transaction(s), when combined with any other Voting Securities Beneficially Owned by such Person or Group, represent more than fifty percent (50%) of the Voting Securities of the Company then outstanding; (b) the consummation of any tender offer or exchange offer by any Person or Group that results in such Person or Group Beneficially Owning, when combined with any other Voting Securities Beneficially Owned by such Person or Group, more than fifty percent (50%) of the Voting Securities of the Company outstanding immediately following the consummation of such tender or exchange offer; or (c) the consummation of a merger, consolidation, amalgamation, joint venture, business combination or other similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than fifty percent (50%) of the voting equity interests in the surviving or resulting entity of such transaction. Closing has the meaning set forth in the 2014 Securities Purchase Agreement. Closing Date has the meaning set forth in the 2014 Securities Purchase Agreement. Company Nominees means the means the individuals the Non-TWVC Directors nominate for election to the Board for all available seats other than the seats held by the TWVC Directors. Convertible Securities means all outstanding securities exercisable or exchangeable for, or convertible into, Voting Securities or non-voting equity securities, including stock options and warrants. Election Notice shall have the meaning assigned to in Section 4.1(b). Eligible Voting Securities means all outstanding Voting Securities that are entitled to be voted on any matter under consideration at any stockholders meeting or pursuant to any action by written consent of stockholders. Excess Eligible Voting Securities means, at the time of determination, the number of Eligible Voting Securities held of record or Beneficially Owned by the TWVC Funds that exceeds 37.5% of all outstanding Eligible Voting Securities. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time. Fair Market Value means (i) with respect to cash consideration, the total amount of such cash consideration in United States dollars, (ii) with respect to non-cash consideration consisting of publicly-traded securities, the average daily closing sales price of such securities for the ten (10) consecutive trading days ending on the trading day immediately preceding the date the Fair Market Value of such securities is required to be determined hereunder on the principal national securities exchange on which such securities are listed and admitted to trading, or, if not listed and admitted to trading on any such exchange, the average of the closing bid and asked prices in the over-the-counter market and (iii) with respect to non-cash consideration not consisting of publicly-traded securities, such amount as is determined to be the fair market value of the non-cash consideration as of such date in the good faith determination of the Board. Group shall have the meaning assigned to it in Section 13(d)(3) of the Exchange Act. Independent Non-TWVC Directors means the Non-TWVC Directors other than the chief executive officer of Ikanos. Non-TWVC Directors means the members of the Board other than the TWVC Directors. Ownership Amount means, as of the date of the relevant Election Notice, all the Common Stock held by the TWVC Fu

Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of May 18, 2012 among American Integration Technologies, LLC, a Delaware limited liability company (the Company), AIT Holding Company LLC (AIT), a Delaware limited liability company and the sole member of the Company, Ultra Clean Holdings, Inc., a Delaware corporation (Parent) and Element Merger Subsidiary, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (Merger Subsidiary).

Definitions. As used herein, the following terms have the following meanings: Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. AIT Members means the holders of membership interests in AIT. Ancillary Documents means the (i) Registration Rights Agreement, (ii) Escrow Agreement and (iii) Lockup and Standstill Agreement. Applicable Law means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise. Applicable Time means, (i) for purposes of determining AITs indemnification obligations pursuant to Article 12 hereof, the date of this Agreement and the Closing Date and (ii) for purposes of determining AITs satisfaction of the conditions in Section 11.02(a)(i), the date of this Agreement. Business Day means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Applicable Law to close. Cash Consideration means $74,375,233, as adjusted pursuant to Section 2.07. Closing Adjustment means an amount equal to (i) Closing Cash, less (ii) Closing Indebtedness (excluding Outstanding Debt that AIT pays in full, or causes to be paid in full with a portion of the Merger Consideration, at Closing) plus (iii) the amount, if any, by which Closing Working Capital exceeds Minimum Working Capital, less (iv) the amount, if any, by which Minimum Working Capital exceeds Closing Working Capital, as calculated pursuant to Section 2.08(a). Closing Adjustment Holdback means an amount in cash equal to $2,662,500. Closing Balance Sheet means the unaudited consolidated balance sheet of the Company as of the time immediately prior to the Closing. Closing Cash means the cash and cash equivalents of the Company as shown on the Closing Balance Sheet delivered pursuant to Section 2.08(a). Closing Indebtedness means the Companys consolidated Indebtedness immediately prior to the Closing. Closing Working Capital means the excess of consolidated current assets (excluding Closing Cash and all Tax assets, including any deferred tax assets) over consolidated current liabilities (excluding Closing Indebtedness and all Tax liabilities, including any deferred tax liabilities), as determined in accordance with GAAP, applied on a basis consistent with the Companys past practices used in preparing the Company Financial Statements, but in all instances in accordance with GAAP, as shown on the Closing Balance Sheet delivered pursuant to Section 2.08(a). Code means the Internal Revenue Code of 1986, as amended. Company Balance Sheet means the audited consolidated balance sheet of the Company as of the Company Balance Sheet Date. Company Balance Sheet Date means December 31, 2011. Company Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by the Company to Parent and Merger Subsidiary. Company Return means any Tax Return of the Company or any of its Subsidiaries. Covered Tax means any (A) Tax of the Company or any of its Subsidiaries described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period, (B) Tax described in clause (ii) or (iii) of the definition of Tax, (C) Tax of the Company or any of its Subsidiaries resulting from a breach by the Company or AIT of any representation, covenant or agreement contained herein, and (D) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement. Damages means any and all damages, losses, liability, expenses, interest, awards, judgments and penalties (including reasonable and documented expenses of investigation and reasonable attorneys and consultants fees and expenses in connection with any action, suit or proceeding whether involving a third party claim or a claim solely between the parties hereto). Delaware Law means the Delaware Limited Liability Company Act. Environmental Laws means any Applicable Laws or any agreement with any Governmental Authority, relating to human health and safety, the environment or to Hazardous Substances. Environmental Permits means all permits, licenses, certificates, approvals and other similar authorizations of Governmental Authorities relating to or required by Environmental Laws and affecting, or relating to, the business of the Company or any of its Subsidiaries as currently conducted. ERISA means the Employee Retirement Income Security Act of 1974. ERISA Affiliate of any entity means any other entity that, together with such entity, woul

Definitions from Agreement

This SHAREHOLDERS AGREEMENT (this Agreement) is made as of October 3, 2011 by and among Travelport Worldwide Limited, a Bermuda exempted company (the Company), Travelport Intermediate Limited, a Bermuda exempted company (Intermediate), Travelport Holdings Limited, Bermuda exempted company (Travelport Holdings Limited), Travelport Limited, a Bermuda exempted company and wholly owned subsidiary of the Company (Travelport Limited), the parties listed under the heading New Shareholders on the signature pages hereto (together with their respective successors and permitted assigns and transferees (other than transferees pursuant to Section 4.1, Section 4.2 and Section 4.4), the New Shareholders), the Blackstone Funds, TDS Investor (Cayman), L.P., a Cayman island limited partnership (TDS) and others.

Definitions. The following terms shall have the following meanings: Acceptance Notice shall have the meaning set forth in Section 4.4.4. Addendum Agreement shall mean an agreement in a form substantially similar to Exhibit A attached hereto. Additional Shares shall have the meaning set forth in Section 5.6. Additional Share Distribution shall have the meaning set forth in Section 5.10(b). Adverse Claim shall have the meaning set forth in Section 8-102 of the applicable Uniform Commercial Code. Advisors the Initial Advisors and OEP (pursuant to the Investment and Cooperation Agreement). Affiliate means, when used with respect to a specified Person, any other Person that directly, or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified, and shall, for purposes of Section 2.2.1(b), be deemed to include each Person or group (within the meaning of Section 13(d)(3) or Section l4(d)(2) of the Exchange Act, Rule 16a-l(2) under the Exchange Act or any successor provision of any of these provisions) that, directly or indirectly, through one or more intermediaries, beneficially owns (within the meaning of Section 13(d)(3) or Section l4(d)(2) of the Exchange Act, Rule 16a-l(2) under the Exchange Act or any successor provision of any of these provisions) or Controls 5% or more of the voting stock of the Person specified; provided, however, that (a) no New Shareholder shall be deemed to be an Affiliate of the Company or any Travelport Entity or any of their respective Affiliates and (b) neither the Company nor any of its controlled Affiliates shall be deemed an Affiliate of (i) if such Person is an investment fund, any other investment fund the primary investment advisor to which is the primary investment advisor to such Person or an Affiliate thereof and (ii) if such Person is a natural person, (1) any individual who received such Persons Shares pursuant to applicable Laws of descent and distribution or any member of such Persons Family Group and (2) any trust the beneficiaries of which, or any corporation, limited liability company or partnership the stockholders, members or general or limited partners of which, include only members of such Persons Family Group (or entities of which the stockholders, members or general or limited partners of which, include only members of such Persons Family Group). Agreement shall have the meaning set forth in the Preamble. Amendment shall have the meaning set forth in Section 8.2. beneficial ownership shall mean beneficial ownership as determined under Rule 13d-3 under the Exchange Act; and the terms beneficially own and beneficial owner have meanings correlative to the foregoing. Blackstone Funds shall means, collectively, Blackstone Family Investment Partnership (Cayman) V-SMD L.P.; Blackstone Family Investment Partnership (Cayman) V L.P.; Blackstone Participation Partnership (Cayman) V L.P.; Blackstone Capital Partners (Cayman) V L.P.; Blackstone Capital Partners (Cayman) V-A L.P.; BCP (Cayman) V-S L.P.; and BCP V Co-Investors (Cayman) L.P. and each of their successors or assigns of their interests in any Travelport Entity. Blackstone Parties shall mean and include each Blackstone Fund, TDS, Intermediate and any other Majority Shareholder Entity. Business Day shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in New York, New York. Change in Control shall mean any transaction or series of related transactions (whether by merger, amalgamation, consolidation or sale or transfer of the equity interests or assets (including stock of its Subsidiaries), or otherwise) as a result of which (i) the Majority Shareholder no longer has, directly or indirectly, ownership or voting control of equity which represents more than 50% of the total voting power in any Travelport Entity or (ii) all or substantially all of the assets of the Company or its Subsidiaries taken as a whole are sold by lease, license, sale or otherwise. Closing shall have the meaning set forth in Section 1.1. Code shall mean the Internal Revenue Code of 1986, as amended. Company shall have the meaning set forth in the Preamble. Companys Articles shall mean the Companys Memorandum of Association attached hereto as Exhibit C, as subsequently amended in accordance with the provisions of this Agreement. Companys Bye-laws shall mean the Bye-laws of the Company attached hereto as Exhibit D, as subsequently amended in accordance with the provisions of this Agreement. Company Board shall have the meaning set forth in Section 2.1.1. Company Equity Plan shall have the meaning set forth in the Recitals. Company PIK Loans shall have the meaning set forth in Section 5.1.1. Company Shares shall have the meaning set forth in the Recitals. Control, including the correlative terms Controlling, Controlled by and Under Common Control with means possession, directly or indirectly (through one or more interm

DEFINITIONS from Amended and Restated

WHEREAS, United Technologies Corporation (the Corporation) established the United Technologies Corporation Pension Preservation Plan (the Preservation Plan) effective January 1, 1978 for the benefit of certain employees and merged the United Technologies Corporation Pension Replacement Plan (the Replacement Plan) into the Preservation Plan, effective December 31, 2006; and

DEFINITIONS. Any capitalized terms used herein that are not defined in this Section 3 shall have the meanings given to them by the United Technologies Corporation Employee Retirement Plan unless the context clearly indicates otherwise. Beneficiary means the person, persons or entity designated in writing by a Participant to receive the value of his or her Current Plan Benefit in the event of the Participants death, , in accordance with the terms of this Plan. If a Participant fails to designate a Beneficiary under this Plan, the Beneficiary or Contingent Annuitant shall be determined under the Qualified Retirement Plan. If the Beneficiary (and any contingent Beneficiary) does not survive the Participant or if no Beneficiary is designated under the Qualified Retirement Plan, the value of the Participants Plan Benefit will be payable to the estate of the Participant, in accordance with the terms of this Plan. Compensation Reduction means a reduction in compensation otherwise recognized under the Qualified Retirement Plan (without regard to the Limits) by reason of a Participants participation in the United Technologies Corporation Deferred Compensation Plan. Code means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. Reference to any section of the Internal Revenue Code shall include any final regulations or other applicable guidance. Corporation means the United Technologies Corporation. Current Plan Benefit means amounts credited on or after January 1, 2005 under either the Preservation or Replacement Plans. Disability means permanent and total disability as determined under the Corporations long-term disability plan applicable to the Participant, or if there is no such plan applicable to the Participant, Disability means a determination of total disability by the Social Security Administration; provided that, in either case, the Participants condition also qualifies as a disability for purposes of Section 409A(a)(2)(C) of the Code. Election Form means the form provided to Participants electronically or in paper form for the purpose of electing the form of payment for a Current Plan Benefit. Prior Plans means the United Technologies Corporation Pension Preservation Plan, as in effect on December 31, 2004, as set forth in Appendix A and the United Technologies Corporation Pension Replacement Plan, as in effect on December 31, 2004, as set forth in Appendix B. Prior Preservation Plan means the United Technologies Corporation Pension Preservation Plan, as in effect on December 31, 2004, as set forth in Appendix A. All amounts earned and vested under the Prior Preservation Plan as of December 31, 2004, and any subsequent increases in these amounts that are permitted to be treated as grandfathered benefits under Section 409A, shall continue to be subject to the terms and conditions of the Prior Preservation Plan and shall not be affected by this amendment and restatement. Prior Replacement Plan means the United Technologies Corporation Pension Replacement Plan, as in effect on December 31, 2004, as set forth in Appendix B. All amounts earned and vested under the Prior Replacement Plan as of December 31, 2004, and any subsequent increases in these amounts that are permitted to be treated as grandfathered benefits under Section 409A, shall continue to be subject to the terms and conditions of the Prior Replacement Plan and shall not be affected by this amendment and restatement. Prior Plan Benefit means the aggregate value of the Prior Preservation Plan Benefit and Prior Replacement Plan Benefit as identified in Section 6, which are valued and administered separately in accordance with the terms and procedures in effect under the Prior Plans. Qualified Retirement Plan means the United Technologies Corporation Employee Retirement Plan (or any other tax-qualified defined benefit retirement plan sponsored by the Corporation or a UTC Company). Separation from Service means a Participants Termination of Employment with all UTC Companies, other than by reason of death. A Separation from Service will be deemed to occur where the Participant and the UTC Company that employs the Participant reasonably anticipate that the bona fide level of services the Participant will perform (whether as an employee or as an independent contractor) will be permanently reduced to a level that is less than thirty-seven and a half percent (37.5%) of the average level of bona fide services the Participant performed during the immediately preceding 36 months (or the entire period the Participant has provided services if the Participant has been providing services to the UTC Companies for less than 36 months.) A Participant shall not be considered to have had a Separation from Service as a result of a transfer from one UTC Company to another UTC Company. Specified Employee means each of the fifty (50) highest-paid officers and other executives of the Corporation and its Subsidiaries, effective annually as of April

Definitions from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (this Agreement) dated as of November 12, 2008 (the Effective Date) between OXFORD FINANCE CORPORATION (Oxford), as collateral agent (the Collateral Agent), Oxford, as a lender, and SILICON VALLEY BANK (Bank; each, of Oxford and Bank are sometimes individually referred to as a Lender and collectively, as the Lenders), and ARDEA BIOSCIENCES, INC., a Delaware corporation (Borrower), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:

Definitions. As used in this Agreement, the following terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made. Affiliate of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble hereof. Bank is defined in the preamble hereof. Borrower is defined in the preamble hereof. Borrowers Books are all Borrowers books and records including ledgers, federal and state tax returns, records regarding Borrowers assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Borrowing Resolutions are, with respect to any Person, those resolutions adopted by such Persons Board of Directors and delivered by such Person to Lenders approving the Loan Documents to which such Person is a party and the transactions contemplated thereby, together with a certificate executed by its secretary on behalf of such Person certifying that (a) such Person has the authority to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, (b) that attached as an exhibit to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by such Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan Documents on behalf of such Person, together with a sample of the true signature(s) of such Person(s), and (d) that Lenders may conclusively rely on such certificate unless and until such Person shall have delivered to Lenders a further certificate canceling or amending such prior certificate. Business Day is any day that is not a Saturday, Sunday or a day on which Bank is closed. Code is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Collateral Agents and Lenders Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term Code shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes on the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions. Collateral is any and all properties, rights and assets of Borrower described on Exhibit A. Collateral Account is any Deposit Account, Securities Account, or Commodity Account. Collateral Agent means Oxford Finance Corporation, not in its individual capacity, but solely in its capacity as agent on behalf of and for the benefit of the Lenders. Commodity Account is any commodity account as defined in the Code with such additions to such term as may hereafter be made. Compliance Certificate is that certain certificate in the form attached hereto as Exhibit C. Contingent Obligation is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but Contingent Obligation does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by t

DEFINITIONS from Amended and Restated

WHEREAS, United Technologies Corporation (the Corporation) established the United Technologies Corporation Pension Preservation Plan (the Preservation Plan) effective January 1, 1978 for the benefit of certain employees; and

DEFINITIONS. Any capitalized terms used herein that are not defined in this Section 3 shall have the meanings given to them by the United Technologies Corporation Employee Retirement Plan unless the context clearly indicates otherwise. Beneficiary means the person, persons or entity designated in writing by a Participant to receive the value of his or her Current Plan Benefit in the event of the Participants death, , in accordance with the terms of this Plan. If a Participant fails to designate a Beneficiary under this Plan, the Beneficiary or Contingent Annuitant shall be determined under the Qualified Retirement Plan. If the Beneficiary (and any contingent Beneficiary) does not survive the Participant or if no Beneficiary is designated under the Qualified Retirement Plan, the value of the Participants Plan Benefit will be payable to the estate of the Participant, in accordance with the terms of this Plan. Compensation Reduction means a reduction in compensation otherwise recognized under the Qualified Retirement Plan (without regard to the Limits) by reason of a Participants participation in the United Technologies Corporation Deferred Compensation Plan. Code means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. Reference to any section of the Internal Revenue Code shall include any final regulations or other published guidance interpreting that section. Corporation means United Technologies Corporation. Current Plan Benefit means amounts credited on or after January 1, 2005 under either the Preservation or Replacement Plans. Disability means permanent and total disability as determined under the Corporations long-term disability plan applicable to the Participant, or if there is no such plan applicable to the Participant, Disability means a determination of total disability by the Social Security Administration; provided that, in either case, the Participants condition also qualifies as a disability for purposes of Section 409A(a)(2)(C) of the Code. Election Form means the form provided to Participants electronically or in paper form for the purpose of electing the form of payment for a Current Plan Benefit. Prior Plans means the United Technologies Corporation Pension Preservation Plan, as in effect on December 31, 2004, as set forth in Appendix A and the United Technologies Corporation Pension Replacement Plan, as in effect on December 31, 2004, as set forth in Appendix B. Prior Preservation Plan means the United Technologies Corporation Pension Preservation Plan, as in effect on December 31, 2004, as set forth in Appendix A. All amounts earned and vested under the Prior Preservation Plan as of December 31, 2004, and any subsequent increases in these amounts that are permitted to be treated as grandfathered benefits under Section 409A, shall continue to be subject to the terms and conditions of the Prior Preservation Plan and shall not be affected by this amendment and restatement. Prior Replacement Plan means the United Technologies Corporation Pension Replacement Plan, as in effect on December 31, 2004, as set forth in Appendix B. All amounts earned and vested under the Prior Replacement Plan as of December 31, 2004, and any subsequent increases in these amounts that are permitted to be treated as grandfathered benefits under Section 409A, shall continue to be subject to the terms and conditions of the Prior Replacement Plan and shall not be affected by this amendment and restatement. Prior Plan Benefit means the aggregate value of the Prior Preservation Plan Benefit and Prior Replacement Plan Benefit as identified in Section 6, which are valued and administered separately in accordance with the terms and procedures in effect under the Prior Plans. Qualified Retirement Plan means the United Technologies Corporation Employee Retirement Plan (or any other tax-qualified defined benefit retirement plan sponsored by the Corporation or a UTC Company). Separation from Service means a Participants Termination of Employment with all UTC Companies, other than by reason of death or Disability, that qualifies as a separation from service for purposes of Section 409A of the Code. A Separation from Service will be deemed to occur where the Participant and the UTC Company that employs the Participant reasonably anticipate that the bona fide level of services the Participant will perform (whether as an employee or as an independent contractor) will be permanently reduced to a level that is less than thirty-seven and a half percent (37.5%) of the average level of bona fide services the Participant performed during the immediately preceding 36 months (or the entire period the Participant has provided services if the Participant has been providing services to the UTC Companies for less than 36 months.) A Participant shall not be considered to have had a Separation from Service as a result of a transfer from one UTC Company to another UTC Company. Specified Employee means each of the 50 hi

Definitions from Amended and Restated

This Continental Airlines, Inc. Long Term Incentive and RSU Program (the "Program") has been adopted by the Human Resources Committee of the Board of Directors of Continental Airlines, Inc., a Delaware corporation (the "Company"), to implement in part the Performance Award provisions of the Continental Airlines, Inc. Incentive Plan 2000 (as amended from time to time, the "Incentive Plan 2000") adopted by the Board of Directors of the Company, and is intended to provide a method for attracting, motivating, and retaining key employees to assist in the development and growth of the Company and its Subsidiaries. The Program and Awards hereunder shall be subject to the terms of the Incentive Plan 2000, including (a) with respect to Profit Based RSU Awards and Stock Price Based RSU Awards, the limitations on the maximum number of shares of stock that may be subject to awards granted under the Incentive Plan 2000 to any one individual during any calendar year, and (b) with respect to NLT IP

Definitions. Where the following words and phrases are used in the Program, they shall have the respective meanings set forth below, unless the context clearly indicates to the contrary: "Administrator" means (i) in the context of Awards made to, or the administration (or interpretation of any provision) of the Program as it relates to, any person who is subject to Section 16 of the Securities Exchange Act of 1934, as amended (including any successor section to the same or similar effect, "Section 16"), the Committee, or (ii) in the context of Awards made to, or the administration (or interpretation of any provision) of the Program as it relates to, any person who is not subject to Section 16, the Chief Executive Officer of the Company (or, if the Chief Executive Officer is not a director of the Company, the Committee), unless the Program specifies that the Committee shall take specific action (in which case such action may only be taken by the Committee) or the Committee (as to any Award described in this clause (ii) or the administration or interpretation of any specific provision of the Program) specifies that it shall serve as Administrator. "Annual Executive Bonus Program" means the Continental Airlines, Inc. Annual Executive Bonus Program, or any successor to such program. "Award" means, with respect to each Participant for a Performance Period, such Participant's opportunity to earn a Payment Amount for such Performance Period, upon the satisfaction of the terms and conditions of the Program. Awards shall relate to an NLTIP Performance Target ("NLTIP Awards"), a Stock Price Based RSU Performance Target ("Stock Price Based RSU Awards"), or a Profit Based RSU Performance Target ("Profit Based RSU Awards"). Awards hereunder constitute Performance Awards (as such term is defined in the Incentive Plan 2000) under the Incentive Plan 2000. "Award Notice" means a written notice issued by the Company to a Participant evidencing such Participant's receipt of an Award with respect to a Performance Period. "Base Amount" means the sum of (i) the annual base rate of pay paid or payable in cash by the Company and the Subsidiaries to or for the benefit of a Participant for services rendered or labor performed, plus (ii) an additional amount equal to (1) for all Participants other than those described in Section 2.1(dd)(vi), 2.1(dd)(vii) or 2.1(dd)(viii) below, 125% of the amount described in clause (i), and (2) for all Participants described in Section 2.1(dd)(vi), 2.1(dd)(vii) or 2.1(dd)(viii) below, 37.5% of the amount described in clause (i). Base Amount shall be determined without reduction for amounts a Participant could have received in cash in lieu of (A) elective deferrals under any deferred compensation plan of the Company or (B) elective contributions made on such Participant's behalf by the Company or a Subsidiary pursuant to a qualified cash or deferred arrangement (as defined in section 401(k) of the Code) or pursuant to a plan maintained under section 125 of the Code. "Basis Point" means one one-hundredth of one percent (0.01%). "Board" means the Board of Directors of the Company "Cash Hurdle" means, with respect to an NLTIP Performance Period or a Profit Based RSU Performance Period, the dollar amount specified by the Committee as the Cash Hurdle with respect to such Performance Period as provided in Section 3.1, and achievement of the Cash Hurdle means (i) in the case of an NLTIP Performance Period, that the Company's cash flow over such Performance Period is such that the Company's cash, cash equivalents and short term investments (excluding restricted cash, cash equivalents and short term investments) at the end of such Performance Period, as reflected on the regularly prepared and publicly available balance sheet of the Company and its consolidated subsidiaries prepared in accordance with GAAP, is equal to or greater than that dollar amount so specified by the Committee as the Cash Hurdle for such Performance Period, and (ii) in the case of a Profit Based RSU Performance Period, that the Company's cash flow over the period beginning on the first day of suc h Performance Period and ending on the last day of the Fiscal Year prior to the applicable Specified Payment Date (the "Cash Hurdle Measurement Period") is such that the Company's cash, cash equivalents and short term investments (excluding restricted cash, cash equivalents and short term investments) at the end of such Cash Hurdle Measurement Period, as reflected on the regularly prepared and publicly available balance sheet of the Company and its consolidated subsidiaries prepared in accordance with GAAP, is equal to or greater than that dollar amount so specified by the Committee as the Cash Hurdle for such Performance Period. "Change in Control" shall have the same meaning as is assigned to such term under the Incentive Plan 2000, as in effect on March 12, 2004, taking into account amendments effected on that date. "Code" means the Internal Revenue Code