50.00% Uses in Definitions Clause

Definitions from Fixed Rate Note

SERIES 2016-B SUPPLEMENT, dated as of October 6, 2016 (as amended, modified, restated or supplemented from time to time in accordance with the terms hereof, this Series Supplement), by and between Conns Receivables Funding 2016-B, LLC, a limited liability company established under the laws of Delaware, as issuer (the Issuer), and Wells Fargo Bank, National Association, a national banking association validly existing under the laws of the United States of America, as trustee (together with its successors in such capacity under the Base Indenture referred to below, the Trustee), to the Base Indenture, dated as of October 6, 2016, between the Issuer and the Trustee (as amended, modified, restated or supplemented from time to time, exclusive of this Series Supplement, the Base Indenture).

Definitions. In the event that any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Base Indenture, the terms and provisions of this Series Supplement shall govern. All Article, Section or subsection references herein mean Articles, Sections or subsections of the Base Indenture as supplemented by this Series Supplement, except as otherwise provided herein. All capitalized terms not otherwise defined herein are defined in the Base Indenture. Each capitalized term defined herein shall relate only to the Notes. Aggregate Investor Net Loss Amount means, with respect to any Monthly Period, an amount equal to the Outstanding Receivables Balance of all Receivables that became Defaulted Receivables during such Monthly Period (each respective Outstanding Receivables Balance being measured as of the date the relevant Receivable became a Defaulted Receivable) minus any Deemed Collections and Recoveries deposited into the Collection Account during such Monthly Period in respect of Receivables that have become Defaulted Receivables before or during such Monthly Period. Annualized Net Loss Percentage means, with respect to any Monthly Period an amount equal to twelve (12) multiplied by (a) (1) the Outstanding Receivables Balance of all Receivables that became Defaulted Receivables during such Monthly Period, minus (2) all Recoveries during such Monthly Period, divided by (b) the aggregated Outstanding Receivables Balance as of the beginning of the Monthly Period. Annualized Net Loss Trigger means, for any Determination Date, the average of the Annualized Net Loss Percentage for the three Monthly Periods immediately preceding such Determination Date (or, if fewer, the number of Monthly Periods from and after the Cut-Off Date) exceeds (i) 40.00% for any Determination Date up to and including the March, 2018 Determination Date, and (ii) 50.00% thereafter. Available Funds means, with respect to any Monthly Period, distributions received by the Issuer in respect of the Receivables Trust Certificate, representing Collections that were deposited into the Collection Account during such Monthly Period. Back-Up Servicing Agreement means that certain Back-Up Servicing Agreement, dated on or about the date hereof, among Systems & Services Technologies, Inc., as Back-Up Servicer, the Sponsor, Conns Receivables 2016-B Trust, the Issuer, and the Trustee. Base Indenture is defined in the preamble of this Series Supplement. Class A Additional Interest has the meaning specified in Section 5.12(a). Class A Deficiency Amount has the meaning specified in Section 5.12(a). Class A Legal Final Payment Date means October 15, 2018. Class A Monthly Interest has the meaning specified in Section 5.12(a). Class A Noteholder means a Holder of a Class A Note. Class A Note Principal Amount means, as of any date of determination, the then Outstanding principal amount of the Class A Notes. Class A Note Rate means a fixed rate equal to 3.73%. Class A Notes is defined in the Designation of this Series Supplement. Class A Required Interest Distribution has the meaning specified in subsection 5.15(a)(iii). Class B Additional Interest has the meaning specified in Section 5.12(b). Class B Deficiency Amount has the meaning specified in Section 5.12(b). Class B Legal Final Payment Date means March 15, 2019. Class B Monthly Interest has the meaning specified in Section 5.12(b). Class B Noteholder means a Holder of a Class B Note. Class B Note Principal Amount means, as of any date of determination, the then Outstanding principal amount of the Class B Notes. Class B Note Rate means a fixed rate equal to 7.34%. Class B Notes is defined in the Designation of this Series Supplement. Class B Required Interest Distribution has the meaning specified in subsection 5.15(a)(v). Class C Additional Interest has the meaning specified in Section 5.12(c). Class C Deficiency Amount has the meaning specified in Section 5.12(c). Class C Legal Final Payment Date means November 16, 2020. Class C Monthly Interest has the meaning specified in Section 5.12(c). Class C Noteholder means a Holder of a Class C Note. Class C Note Principal Amount means, as of any date of determination, the then Outstanding principal amount of the Class C Notes. Class C Note Rate means a fixed rate equal to 8.50%. Class C Notes is defined in the Designation of this Series Supplement. Class C Required Interest Distribution has the meaning specified in subsection 5.15(a)(vii). Class R Noteholder means a Holder of a Class R Note. Class R Notes is defined in the Designation of this Series Supplement. Closing Date means October 6, 2016. Code means the Internal Revenue Code of 1986, as amended. Conns, Inc. means Conns, Inc., a Delaware corporation. Contingent Liability means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to

Definitions from Stockholder Protection Rights Agreement

STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this Agreement), dated as of October 3, 2016, between Community Health Systems, Inc., a Delaware corporation (the Company), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the Rights Agent, which term shall include any successor Rights Agent hereunder).

Definitions. For purposes of this Agreement, the following terms have the meanings indicated: Acquiring Person shall mean any Person who is or becomes the Beneficial Owner of 15% or more of the outstanding shares of Common Stock at any time after the first public announcement of this Agreement; provided, however, that the term Acquiring Person shall not include any Person (i) who is the Beneficial Owner of 15% or more of the outstanding shares of Common Stock at the time of the first public announcement of the adoption of this Agreement and who continuously thereafter is the Beneficial Owner of 15% or more of the outstanding shares of Common Stock, until such time thereafter as such Person becomes the Beneficial Owner (other than by means of a stock dividend, stock split or reclassification) of additional shares of Common Stock that, in the aggregate, amount to 0.1% or more of the outstanding shares of Common Stock, (ii) who becomes the Beneficial Owner of 15% or more of the outstanding shares of Common Stock after the time of the first public announcement of this Agreement solely as a result of (A) an acquisition by the Company of shares of Common Stock until such time after the public announcement by the Company of such repurchases as such Person becomes the Beneficial Owner (other than by means of a stock dividend, stock split or reclassification) of additional shares of Common Stock that, in the aggregate, amounts to 0.1% or more of the outstanding shares of Common Stock while such Person is or as a result of which such Person becomes the Beneficial Owner of 15% or more of the outstanding shares of Common Stock or (B) the occurrence of a Flip-in Date which has not resulted from the acquisition of Beneficial Ownership of Common Stock by such Person or any of such Persons Affiliates or Associates, (iii) who becomes the Beneficial Owner of 15% or more of the outstanding shares of Common Stock but who acquired Beneficial Ownership of shares of Common Stock without any plan or intention to seek or affect control of the Company, if such Person promptly divests, or promptly enters into an agreement with, and satisfactory to, the Board of Directors, in the Board of Directors sole discretion, to divest, and subsequently divests in accordance with the terms of such agreement (without exercising or retaining any power, including voting power, with respect to such shares), sufficient shares of Common Stock (or securities convertible into, exchangeable into or exercisable for Common Stock or otherwise deemed to be Beneficially Owned by such Person) so that such Person ceases to be the Beneficial Owner of 15% or more of the outstanding shares of Common Stock or (iv) who Beneficially Owns shares of Common Stock consisting solely of one or more of (A) shares of Common Stock Beneficially Owned pursuant to the grant or exercise of an option granted to such Person (an Option Holder) by the Company in connection with an agreement to merge with, or acquire, the Company entered into prior to a Flip-in Date, (B) shares of Common Stock (or securities convertible into, exchangeable into or exercisable for Common Stock or otherwise deemed to be Beneficially Owned by such Person) Beneficially Owned by such Option Holder or its Affiliates or Associates at the time of grant of such option and (C) shares of Common Stock (or securities convertible into, exchangeable into or exercisable for Common Stock or otherwise deemed to be Beneficially Owned by such Person) acquired by Affiliates or Associates of such Option Holder after the time of such grant that, in the aggregate, amount to less than 1% of the outstanding shares of Common Stock. In addition, the Company, any Subsidiary of the Company and any employee stock ownership or other employee benefit plan of the Company or a Subsidiary of the Company (or any entity or trustee holding shares of Common Stock for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company) shall not be an Acquiring Person. Affiliate and Associate shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Exchange Act, as such Rule is in effect on the date of this Agreement. Agreement shall have the meaning set forth in the Preamble. A Person shall be deemed the Beneficial Owner, and to have Beneficial Ownership of, and to Beneficially Own, (i) any securities as to which such Person or any of such Persons Affiliates or Associates is or may be deemed to be the beneficial owner pursuant to Rules 13d-3 and 13d-5 under the Exchange Act, as such Rules are in effect on the date of this Agreement, (ii) any securities as to which such Person or any of such Persons Affiliates or Associates has the right to become the beneficial owner (whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions) pursuant to any agreement, arrangem

Definitions from Collateral Agent

This Loan Agreement is entered into as of May 15, 2013, by and among VANTIV, LLC, a Delaware limited liability company (the "Borrower"), the various institutions from time to time party to this Agreement, as Lenders, FIFTH THIRD BANK, as Syndication Agent (the "Syndication Agent"), CREDIT SUISSE AG, MORGAN STANLEY MUFG LOAN PARTNERS, LLC, GOLDMAN SACHS BANK USA, CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC., WELLS FARGO BANK, NATIONAL ASSOCIATION, SUNTRUST BANK, BBVA COMPASS, MIZUHO CORPORATE BANK, LTD., REGIONS BANK AND SUMITOMO MITSUI BANK CORPORATION, as Co-Documentation Agents (the "Co-Documentation Agents") and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the "Administrative Agent" or "Collateral Agent").

Definitions. The following terms when used herein shall have the following meanings:"Acquisition" means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 50.00% of the capital stock, partnership interests, membership interests or equity of any Person (other than a Person that is a Restricted Subsidiary), but, at the Borrower's option, including acquisitions of Equity Interests increasing the ownership of the Borrower or a Subsidiary in an existing Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Restricted Subsidiary), provided that the Borrower or a Restricted Subsidiary is the surviving entity."Additional Lender" means any Additional Revolving Lender or any Additional Term Lender, as applicable."Additional Revolving Lender" means, at any time, any bank or other financial institution that agrees to provide any portion of any Revolving Credit Commitment Increase or Incremental Revolving Credit Facility pursuant to an Incremental Amendment in accordance with Section 2.14; provided that the relevant Persons under Section 10.10(b) (including those specified in the definition of "Eligible Assignee") shall have consented to such Additional Revolving Lender's providing such Commitment Increases, if such consent would be required under Section 10.10(b) for an assignment of Revolving Credit Commitments to such Additional Revolving Lender."Additional Term Lender" means, at any time, any bank or other financial institution or, subject to the terms and conditions of Section 10.10(h), any Permitted Investor or Non-Debt Fund Affiliate that agrees to provide any portion of any Term Commitment Increase or Incremental Term Loan pursuant to an Incremental Amendment in accordance with Section 2.14; provided that the relevant Persons under Section 10.10(b) (including those specified in the definition of "Eligible Assignee") shall have consented to such Additional Term Lender's making such Incremental Term Loans, if such consent would be required under Section 10.10(b) for an assignment of Loans to such Additional Term Lender."Adjusted LIBOR" means, for any Borrowing of Loans that are Eurodollar Loans, a rate per annum equal to the quotient of (a) LIBOR, divided by (b) one (1) minus the Reserve Percentage."Administrative Agent" means JPMorgan Chase Bank, N.A., as contractual representative for itself and the other Lenders and any successor pursuant to Section 9.7 hereof."Administrative Questionnaire" means, with respect to each Lender, an Administrative Questionnaire in a form supplied by the Administrative Agent and duly completed by such Lender."Advent" means Advent International Corp."Affected Lender" is defined in Section 8.5 hereof. "Affiliate" means any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, another Person. A Person shall be deemed to control another Person for the purposes of this definition if such Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the other Person, whether through the ownership of voting securities, by contract or otherwise."Affiliated Lender" is defined in Section 10.10(h) hereof."Agreement" means this Loan Agreement, as the same may be amended, modified, restated, amended and restated or supplemented from time to time pursuant to the terms hereof."Applicable Laws" means, as to any Person, any law (including common law), statute, regulation, ordinance, rule, order, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental Authority, in each case applicable to or binding on such Person or any of its property or assets or to which such Person or any of its property or assets is subject."Applicable Margin" means (a) with respect to any Term Loan that is a Eurodollar Loan or a Base Rate Loan, the applicable percentage per annum set forth below under the caption "Eurodollar Term Spread" or "Base Rate Term Spread", (b) with respect to any Swing Loans, the applicable percentage per annum set forth below under the caption "Base Rate Revolving Spread", (c) with respect to any Revolving Loan that is a Eurodollar Loan or a Base Rate Loan, the applicable percentage per annum set forth below under the caption "Eurodollar Revolving Spread" or "Base Rate Revolving Spread" and (d) with respect to the Commitment Fee, the applicable percentage per annum set forth below under the caption "Commitment Fee":

Definitions from Office Lease Agreement

Effective Date: February 16, 2012 Tenant: DealerTrack, Inc., a Delaware corporation Tenant's Address: 1111 Marcus Ave. - Suite M04 Lake Success, NY 11042 Ana Herrera Contact: Telephone: 516-734-3604 Landlord: FSP Galleria North Limited Partnership, a Texas limited partnership Landlord's Address: Franklin Street Properties 401 Edgewater Place Suite 200 Wakefield, Massachusetts 01880-6210 Contact: John Donahue 781-557-1300 Premises: Suite 220 composed of 9,829 square feet of Rentable Area and Suites 300, and 400, composed of all of the Rentable Area on the third and fourth floors of the office building (the "Building") located at 13737 Noel Road, City of Dallas, Dallas County, Texas ("Land"). The Premises are outlined on the plan att

Definitions. Capitalized terms used in this Lease and not defined elsewhere have the meanings given them below: "After Hours HVAC Rate" means $50.00 per hour per floor, subject to change as provided herein. "Alterations" shall have the meaning given such term in Section 15(a) hereto. "Base Amount for Basic Operating Costs" means the Basic Operating Costs for the Base Year for Operating Costs. "Base Amount for Taxes" means actual Taxes for the Base Year for Taxes. "Base Rental" means the "Base Rental" set forth in the Basic Lease Terms. "Base Year for Operating Costs" means calendar year 2012 "Base Year for Taxes" means calendar year 2012. "Basic Operating Costs" shall have the meaning given to such term in Section 6(c) hereto. "Broker" shall mean the broker(s) identified in the Basic Lease Information. "Building" means the office building located upon the Property. The address of the Building is 13737 Noel Road, Dallas, Texas 75240. "Building Standard" means the level of service or type of equipment standard in the Building or the type, brand and/or quality of materials Landlord designates from time to time to be the minimum type, brand or quality to be used in the Building or the exclusive type, grade or quality of material to be used in the Building. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of the State, or are in fact closed in, the State. "Claims" means any and all liabilities, obligations, damages, claims, suits, losses, causes of action, lien, judgments and expenses (including court costs, attorneys fees and costs of investigation) of any kind, nature or description. "Commencement Date" means the earlier of (i) Substantial Completion or (ii) August 1, 2012. OFFICE LEASE AGREEMENT/[DealerTrack, Inc.] - Page 1

Definitions from Indenture

This INDENTURE, dated as of April 4, 2011, is between Mentor Graphics Corporation, an Oregon corporation (hereinafter called the Company), having its principal office at 8005 SW Boeckman Road, Wilsonville, Oregon 97070-7777, and Wilmington Trust Company, a Delaware banking corporation, as trustee hereunder (hereinafter called the Trustee), having its principal corporate office at 1100 North Market Street, Rodney Square North, Wilmington, Delaware 19890-0001.

Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. The words herein, hereof, hereunder, and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other Subdivision. The terms defined in this Article include the plural as well as the singular. All references to interest include Additional Interest unless otherwise specified. Additional Interest means interest payable pursuant to Section 5.10 or 7.01. Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control, when used with respect to any specified 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, and the terms controlling and controlled have meanings correlative to the foregoing. Applicable Procedures means, with respect to any transfer or exchange of beneficial ownership interests in, or conversion of, a Global Debenture, the rules and procedures of the Depositary, to the extent applicable to such transfer, exchange or conversion. Averaging Period has the meaning specified in Section 15.06(a)(v). Board of Directors means the Board of Directors of the Company or a committee of such Board of Directors duly authorized to act for it hereunder. Business Combination has the meaning specified in Section 15.11. Business Day means any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close. Capital Stock means, for any entity, any and all shares, equity interests, equity participations or other equity equivalents of or equity interests in (however designated) the equity of that entity. Cash Percentage has the meaning specified in Section 15.14(b). Change of Control means the occurrence of any of the following after the original issuance of the Debentures: (a) any Person files a Schedule 13D or Schedule TO, or any successor schedule, or any other schedule, form or report, including, in each case, any amendment thereto, under the Exchange Act disclosing, or the Company otherwise becomes aware, that such Person or group has become the direct or indirect beneficial owner of 50% or more of the total voting power of all shares of Companys Capital Stock entitled to vote generally in elections of directors, other than any acquisition by the Company, any of the Companys Subsidiaries or any of the Companys and its Subsidiaries employee benefit plans, (b) the Companys stockholders pass a resolution approving a plan of liquidation or dissolution, or (c) the Companys consolidation or merger with or into any other Person, any merger of another Person into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the Companys properties and assets to another Person, other than (i) any transaction pursuant to which holders of the Companys Capital Stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in elections of directors of the continuing or surviving Person, or the direct or indirect parent thereof, immediately after giving effect to such transaction in substantially the same proportion as their respective ownership of the Companys voting securities immediately prior to such transaction, or (ii) any merger, share exchange, transfer of assets or similar transaction solely for the purpose of changing the Companys jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock or ordinary shares of the surviving entity or a direct or indirect parent of the surviving corporation; provided that a Change of Control shall not be deemed to have occurred if 90% or more of the consideration (excluding cash payments for fractional shares) in such transaction constituting the Change of Control consists of common stock traded on a United States national securities exchange and as a result of such transaction or transactions the Debentures become convertible into or exchangeable for, cash and, to the extent the Company elects, such common stock in accordance with Article 15. Beneficial ownership shall be determined in accordance with Rule 13d-3 promulgated by the Commission under the Exchange Act. The term Person as used in this definition includes any syndicate or group that would be deemed to be

Definitions from Shareholder Protection Rights Agreement

SHAREHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this Agreement), dated as of February 15, 2011, between The St. Joe Company, a Florida corporation (the Company), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the Rights Agent, which term shall include any successor Rights Agent hereunder).

Definitions. For purposes of this Agreement, the following terms have the meanings indicated: Acquiring Person shall mean any Person who or which, together with all Related Persons of such Person, is or becomes the Beneficial Owner of 10% or more of the outstanding shares of Common Stock; provided, however, that the term Acquiring Person shall not include any Person who or which, together with all Related Persons of such Person, (i) (A) is the Beneficial Owner, on the date of this Agreement, of 10% or more of the then outstanding shares of Common Stock, or (B) who shall become the Beneficial Owner of 10% or more of the outstanding shares of Common Stock solely as a result of an acquisition by the Company of shares of Common Stock, in the case of either clause (A) or (B) until such time hereafter or thereafter as such Person shall become the Beneficial Owner (other than by means of a stock dividend, stock split or reclassification) of one or more additional shares of Common Stock while such Person is or as a result of which such Person becomes the Beneficial Owner of 10% or more of the outstanding shares of Common Stock, (ii) becomes the Beneficial Owner of 10% or more of the outstanding shares of Common Stock but who (in the good faith determination of the Companys Board of Directors) acquired Beneficial Ownership of shares of Common Stock inadvertently and without a plan or intention to seek or affect control of the Company, if such Person promptly divests, or promptly enters into an agreement with, and satisfactory to, the Company, in its sole discretion, to divest and thereafter does divest in accordance with the terms of such agreement (without exercising or retaining any power, including voting power, with respect to such shares) sufficient shares of Common Stock (or securities convertible into, exchangeable into or exercisable for Common Stock) so that such Person ceases to be the Beneficial Owner of 10% or more of the outstanding shares of Common Stock or (iii) Beneficially Owns shares of Common Stock consisting solely of one or more of (A) shares of Common Stock Beneficially Owned pursuant to the grant or exercise of an option granted to such Person (an Option Holder) by the Company in connection with an agreement to merge with, or acquire, the Company entered into prior to a Flip-in Date, (B) shares of Common Stock (or securities convertible into, exchangeable into or exercisable for Common Stock) Beneficially Owned by such Option Holder or its Affiliates or Associates at the time of grant of such option, and (C) shares of Common Stock (or securities convertible into, exchangeable into or exercisable for Common Stock) acquired by Affiliates or Associates of such Option Holder after the time of such grant that, in the aggregate, amount to less than 1% of the outstanding shares of Common Stock.. In addition, the Company, any Subsidiary of the Company and any employee stock ownership or other employee benefit plan of the Company or a Subsidiary of the Company (or any entity or trustee holding shares of Common Stock for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company) shall not be an Acquiring Person. Affiliate and Associate shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Exchange Act, as such Rule is in effect on the date of this Agreement. Agreement shall have the meaning set forth in the Preamble. A Person shall be deemed the Beneficial Owner, and to have Beneficial Ownership of, and to Beneficially Own, any securities: (i) as to which such Person or any of such Persons Related Persons is or may be deemed to be the beneficial owner pursuant to Rule 13d-3 and 13d-5 under the Exchange Act, as such Rules are in effect on the date of this Agreement; (ii) as to which such Person or any of such Persons Related Persons, directly or indirectly, has the Right to Acquire; provided, however, that a Person shall not be deemed the Beneficial Owner, or to have Beneficial Ownership of, or to Beneficially Own, any: (x) securities solely because such security has been tendered pursuant to a tender or exchange offer made by such Person or any of such Persons Related Persons until such tendered security is accepted for payment or exchange, (y) securities which such Person or any of such Persons Related Persons, has a Right to Acquire upon the exercise of Rights at any time prior to the time that any Person becomes an Acquiring Person, or (z) securities issuable upon the exercise of Rights from and after the time that any Person becomes an Acquiring Person if such Rights were acquired by such Person or any of such Persons Related Persons prior to the Separation Time or pursuant to Section 2.3(b), 2.3(c) or 5.3 (Original Rights) or pursuant to Section 2.4 with respect to an adjustment to Original Rights; (iii) which such Person or any of such Persons Related Perso

DEFINITIONS from Employment and Severance Agreement

DEFINITIONS. As used in this Plan, the terms set forth below have the following meaning: ACTING IN CONCERT means (i) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement or understanding; or (ii) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. A Person which acts in concert with another Person (other party) shall also be deemed to be acting in concert with any Person who is also acting in concert with that other party, except that any Tax-Qualified Employee Stock Benefit Plan will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by the plan will be aggregated and participants or beneficiaries of any such Tax-Qualified Employee Stock Benefit Plan will not be deemed to be acting in concert solely as a result of their common interests as participants or beneficiaries. When Persons act together for such purpose, their group is deemed to have acquired their stock. The determination of whether a group is Acting in Concert shall be made solely by the Board of Directors of the Holding Company or Officers delegated by such Board and may be based on any evidence upon which the Board or such delegatee chooses to rely, including, without limitation, joint account relationships or the fact that such Persons share a common address (whether or not related by blood or marriage) or have filed joint Schedules 13D or Schedules 13G with the SEC with respect to other companies. Directors of the Holding Company, the Bank and the MHC shall not be deemed to be Acting in Concert solely as a result of their membership on any such board or boards. AFFILIATE means a Person who, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. ASSOCIATE of a Person means (i) a corporation or organization (other than the MHC, the Mid-Tier Holding Company, the Bank or a majority-owned subsidiary of the MHC, the Mid-Tier Holding Company or the Bank), if the Person is a senior officer or partner or beneficially owns, directly or indirectly, 10% or more of any class of equity securities of the corporation or organization, (ii) a trust or other estate, if the Person has a substantial beneficial interest in the trust or estate or is a trustee or fiduciary of the trust or estate, provided, however, that such term shall not include any Tax-Qualified Employee Stock Benefit Plan of the MHC, the Mid-Tier Holding Company or the Bank in which such Person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity, and (iii) any person who is related by blood or marriage to such Person and who lives in the same home as the Person or who is a director or senior officer of the MHC, the Mid-Tier Holding Company or the Bank or any of their subsidiaries. BANK means Naugatuck Valley Savings and Loan. BANK BENEFIT PLAN(S) includes, but is not limited to, Tax Qualified Employee Stock Benefit Plans and Non-Tax Qualified Employee Stock Benefit Plans. BANK LIQUIDATION ACCOUNT means the account established in the Bank representing the liquidation interests received by Eligible Account Holders and Supplemental Eligible Account Holders in exchange for their interest in the MHC in connection with the Conversion and Reorganization, as in accordance with Section 15 hereof. CODE means the Internal Revenue Code of 1986, as amended. COMMUNITY MEMBERS means, for purposes of any Community Offering, natural persons and trusts of natural persons residing in Fairfield and New Haven Counties in Connecticut. COMMUNITY OFFERING means the offering for sale by the Holding Company of any shares of Conversion Stock not subscribed for in the Subscription Offering to such Persons as may be selected by the Holding Company in its sole discretion and to whom a copy of the Prospectus is delivered by or on behalf of the Holding Company. CONTROL (including the terms controlling, 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. CONVERSION AND REORGANIZATION means the series of transactions provided for in this Plan, including but not limited to (i) the merger of the MHC with and into the Mid-Tier Holding Company pursuant to which it will cease to exist, (ii) the merger of the Mid-Tier Holding Company with the Holding Company, pursuant to which it will cease to exist and, in connection therewith, each share of Mid-Tier Holding Company Common Stock outstanding immediately prior t

DEFINITIONS from Employment and Severance Agreement

DEFINITIONS. As used in this Plan, the terms set forth below have the following meaning: ACTING IN CONCERT means (i) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement or understanding; or (ii) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. A Person which acts in concert with another Person (other party) shall also be deemed to be acting in concert with any Person who is also acting in concert with that other party, except that any Tax-Qualified Employee Stock Benefit Plan will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by the plan will be aggregated and participants or beneficiaries of any such Tax-Qualified Employee Stock Benefit Plan will not be deemed to be acting in concert solely as a result of their common interests as participants or beneficiaries. When Persons act together for such purpose, their group is deemed to have acquired their stock. The determination of whether a group is Acting in Concert shall be made solely by the Board of Directors of the Holding Company or Officers delegated by such Board and may be based on any evidence upon which the Board or such delegatee chooses to rely, including, without limitation, joint account relationships or the fact that such Persons share a common address (whether or not related by blood or marriage) or have filed joint Schedules 13D or Schedules 13G with the SEC with respect to other companies. Directors of the Holding Company, the Bank and the MHC shall not be deemed to be Acting in Concert solely as a result of their membership on any such board or boards. AFFILIATE means a Person who, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. ASSOCIATE of a Person means (i) a corporation or organization (other than the MHC, the Mid-Tier Holding Company, the Bank or a majority-owned subsidiary of the MHC, the Mid-Tier Holding Company or the Bank), if the Person is a senior officer or partner or beneficially owns, directly or indirectly, 10% or more of any class of equity securities of the corporation or organization, (ii) a trust or other estate, if the Person has a substantial beneficial interest in the trust or estate or is a trustee or fiduciary of the trust or estate, provided, however, that such term shall not include any Tax-Qualified Employee Stock Benefit Plan of the MHC, the Mid-Tier Holding Company or the Bank in which such Person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity, and (iii) any person who is related by blood or marriage to such Person and who lives in the same home as the Person or who is a director or senior officer of the MHC, the Mid-Tier Holding Company or the Bank or any of their subsidiaries. BANK means Naugatuck Valley Savings and Loan. BANK BENEFIT PLAN(S) includes, but is not limited to, Tax Qualified Employee Stock Benefit Plans and Non-Tax Qualified Employee Stock Benefit Plans. BANK LIQUIDATION ACCOUNT means the account established in the Bank representing the liquidation interests received by Eligible Account Holders and Supplemental Eligible Account Holders in exchange for their interest in the MHC in connection with the Conversion and Reorganization, as in accordance with Section 15 hereof. CODE means the Internal Revenue Code of 1986, as amended. COMMUNITY MEMBERS means, for purposes of any Community Offering, natural persons and trusts of natural persons residing in Fairfield and New Haven Counties in Connecticut. COMMUNITY OFFERING means the offering for sale by the Holding Company of any shares of Conversion Stock not subscribed for in the Subscription Offering to such Persons as may be selected by the Holding Company in its sole discretion and to whom a copy of the Prospectus is delivered by or on behalf of the Holding Company. CONTROL (including the terms controlling, 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. CONVERSION AND REORGANIZATION means the series of transactions provided for in this Plan, including but not limited to (i) the merger of the MHC with and into the Mid-Tier Holding Company pursuant to which it will cease to exist, (ii) the merger of the Mid-Tier Holding Company with the Holding Company, pursuant to which it will cease to exist and, in connection therewith, each share of Mid-Tier Holding Company Common Stock outstanding immediately prior t

Definitions from Form of Warrant

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Definitions. For the purposes of this Warrant, the following terms have the following meanings: Additional Shares of Series D Preferred Stock means all shares of Series D Preferred Stock issued by the Issuer after the Original Issue Date, and all shares of Other Common, if any, issued by the Issuer after the Original Issue Date, except for those issued in a Permitted Financing. Board shall mean the Board of Directors of the Issuer. Capital Stock means and includes (i) any and all shares, interests, participations or other equivalents of or interests in (however designated) corporate stock, including, without limitation, shares of preferred or preference stock, (ii) all partnership interests (whether general or limited) in any Person which is a partnership, (iii) all membership interests or limited liability company interests in any limited liability company, and (iv) all equity or ownership interests in any Person of any other type. Certificate of Incorporation means the Certificate of Incorporation of the Issuer as in effect on the Original Issue Date, and as hereafter from time to time amended, modified, supplemented or restated in accordance with the terms hereof and thereof and pursuant to applicable law. Conversion Factor means the rate at which the Series D Preferred Stock converts into Common Stock, at the time of the issue of this warrant, the Conversion Factor is 100,000. Common Stock means the Common Stock, $0.01 par value per share, of the Issuer and any other Capital Stock into which such stock may hereafter be changed. Governmental Authority means any governmental, regulatory or self-regulatory entity, department, body, official, authority, commission, board, agency or instrumentality, whether federal, state or local, and whether domestic or foreign. Holders mean the Persons who shall from time to time own any Warrant. The term Holder means one of the Holders. Independent Appraiser means a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Issuer) that is regularly engaged in the business of appraising the Capital Stock or assets of corporations or other entities as going concerns, and which is not affiliated with either the Issuer or the Holder of any Warrant. Issuer means Comprehensive Care Corporation, a Delaware corporation, and its successors. Original Issue Date means May 13, 2009. OTC Bulletin Board means the over-the-counter electronic bulletin board. Other Common means any other Capital Stock of the Issuer of any class which shall be authorized at any time after the date of this Warrant (other than Series D Preferred Stock) and which shall have the right to participate in the distribution of earnings and assets of the Issuer without limitation as to amount. Outstanding Series D Preferred Stock means, at any given time, the aggregate amount of outstanding shares of Series D Preferred Stock, assuming full exercise, conversion or exchange (as applicable) of all options, warrants and other Securities which are convertible into or exercisable or exchangeable for, and any right to subscribe for, shares of Series D Preferred Stock that are outstanding at such time. Person means an individual, corporation, limited liability company, partnership, joint stock company, trust, unincorporated organization, joint venture, Governmental Authority or other entity of whatever nature. Per Share Market Value means on any particular date the per share market price of the Common Stock multiplied by the Conversion Factor where the per share market price of the Common Stock means, (a) the last closing bid price per share of the Common Stock on such date on the OTC Bulletin Board or another registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the closing bid price on such exchange or quotation system on the date nearest preceding such date, or (b) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the last closing bid price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (c) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the Pink Sheet quotes for the applicable Trading Days preceding such date of determination, or (d) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by an Independent Appraiser selected in good faith by the Holder; provided, however, that the Issuer, after receipt of the determinatio

Definitions

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Definitions. For the purposes of this Warrant, the following terms have the following meanings: Additional Shares of Series D Preferred Stock means all shares of Series D Preferred Stock issued by the Issuer after the Original Issue Date, and all shares of Other Common, if any, issued by the Issuer after the Original Issue Date, except for those issued in a Permitted Financing. Board shall mean the Board of Directors of the Issuer. Capital Stock means and includes (i) any and all shares, interests, participations or other equivalents of or interests in (however designated) corporate stock, including, without limitation, shares of preferred or preference stock, (ii) all partnership interests (whether general or limited) in any Person which is a partnership, (iii) all membership interests or limited liability company interests in any limited liability company, and (iv) all equity or ownership interests in any Person of any other type. Certificate of Incorporation means the Certificate of Incorporation of the Issuer as in effect on the Original Issue Date, and as hereafter from time to time amended, modified, supplemented or restated in accordance with the terms hereof and thereof and pursuant to applicable law. Conversion Factor means the rate at which the Series D Preferred Stock converts into Common Stock, at the time of the issue of this warrant, the Conversion Factor is 100,000. Common Stock means the Common Stock, $0.01 par value per share, of the Issuer and any other Capital Stock into which such stock may hereafter be changed. Governmental Authority means any governmental, regulatory or self-regulatory entity, department, body, official, authority, commission, board, agency or instrumentality, whether federal, state or local, and whether domestic or foreign. Holders mean the Persons who shall from time to time own any Warrant. The term Holder means one of the Holders. Independent Appraiser means a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Issuer) that is regularly engaged in the business of appraising the Capital Stock or assets of corporations or other entities as going concerns, and which is not affiliated with either the Issuer or the Holder of any Warrant. Issuer means Comprehensive Care Corporation, a Delaware corporation, and its successors. Original Issue Date means March 31, 2009. OTC Bulletin Board means the over-the-counter electronic bulletin board. Other Common means any other Capital Stock of the Issuer of any class which shall be authorized at any time after the date of this Warrant (other than Series D Preferred Stock) and which shall have the right to participate in the distribution of earnings and assets of the Issuer without limitation as to amount. Outstanding Series D Preferred Stock means, at any given time, the aggregate amount of outstanding shares of Series D Preferred Stock, assuming full exercise, conversion or exchange (as applicable) of all options, warrants and other Securities which are convertible into or exercisable or exchangeable for, and any right to subscribe for, shares of Series D Preferred Stock that are outstanding at such time. Person means an individual, corporation, limited liability company, partnership, joint stock company, trust, unincorporated organization, joint venture, Governmental Authority or other entity of whatever nature. Per Share Market Value means on any particular date the per share market price of the Common Stock multiplied by the Conversion Factor where the per share market price of the Common Stock means, (a) the last closing bid price per share of the Common Stock on such date on the OTC Bulletin Board or another registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the closing bid price on such exchange or quotation system on the date nearest preceding such date, or (b) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the last closing bid price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (c) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the Pink Sheet quotes for the applicable Trading Days preceding such date of determination, or (d) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by an Independent Appraiser selected in good faith by the Holder; provided, however, that the Issuer, after receipt of the determinat