5121 Uses in Certain Definitions Clause

Certain Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT is made as of [__], 2017, by and among REV Group, Inc., a Delaware corporation (the Company), the Persons listed on Schedule A hereto under the heading AIP (each, an AIP Person and, collectively, AIP), the Persons listed on Schedule A hereto under the heading JPM (each, a JPM Person and, collectively, JPM), the Persons listed on Schedule A hereto under the heading Management (Management) [and Ally Commercial Finance, LLC (Ally)].

Certain Definitions. As used herein, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning set forth in Section 2.2(c). Affiliate means (a) with respect to any AIP Person or JPM Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, and includes any private equity investment fund the which is the primary investment advisor (or an Affiliate thereof) to such specified Person and (b) with respect to any other Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. It is understood and agreed that, for purposes hereof, (i) each AIP Person shall be deemed to be an Affiliate of every other AIP Person, (ii) each JPM Person shall be deemed to be an Affiliate of every other JPM Person, (iii) neither the Company nor any subsidiary of the Company shall be deemed to be an Affiliate of any Holder, and (iv) except as set forth in clauses (i) or (ii) above, no Holder shall be deemed to be an Affiliate of any other Holder. Agreement means this Registration Rights Agreement, as this agreement may be amended, modified, supplemented or restated from time to time after the date hereof. AIP has the meaning set forth in the preamble. AIP Person has the meaning set forth in the preamble and any subsequent Holder who is Assigned all, but not less than all, of such AIP Persons Registrable Securities in a single transaction in accordance with Section 4.5. [Ally has the meaning set forth in the preamble.] Assign means to directly or indirectly sell, transfer, assign, distribute, exchange, pledge, hypothecate, mortgage, grant a security interest in, encumber or otherwise dispose of Registrable Securities, whether voluntarily or by operation of law, including by way of a merger. Assignor, Assignee, Assigning and Assignment have meanings corresponding to the foregoing. automatic shelf registration statement has the meaning set forth in Section 2.4. Board means the Board of Directors of the Company. Business Day means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. Carryover Amount for any Holder means, with respect to any registered offering in which such Holder elected not to participate after receipt of a notice under Section 2.2(a), a number of Registrable Securities equal to the number of Registrable Securities then held by such Holder, multiplied by a fraction (expressed as a percentage), the numerator of which is equal to the number of Registrable Securities sold by the Holder that sold the most Registrable Securities in such offering and the denominator of which is the number of Registrable Securities held by such Holder immediately prior to such offering. Claims has the meaning set forth in Section 2.9(a). Company Shares means common stock of the Company, par value $0.001 per share, and any and all securities of any kind whatsoever of the Company that may be issued by the Company after the date hereof in respect of, in exchange for, or in substitution of, Company Shares, pursuant to any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof. Company Shares Equivalents means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject) Company Shares or other equity securities of the Company (including, without limitation, any note or debt security convertible into or exchangeable for Company Shares or other equity securities of the Company). Company means REV Group, Inc. and any successor thereto. Demand Exercise Notice has the meaning set forth in Section 2.1(a). Demand Registration has the meaning set forth in Section 2.1(a). Demand Registration Request has the meaning set forth in Section 2.1(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Expenses means any and all fees and expenses incident to the Companys performance of or compliance with Article 2, including, without limitation: (i) SEC, stock exchange or FINRA registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the New York Stock Exchange or on any other securities market on which the Company Shares are listed or quoted, (ii) fees and expenses of compliance with state securities or blue sky laws and in connection with the preparation of a blue sky survey, including, without limitation, reasonable fees and expenses of outside blue sky counsel, (iii) printing and copying expenses, (iv) messenger and delivery expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel for

Certain Definitions from Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT, dated as of July 22, 2016 (this Agreement), among (i) At Home Group Inc., a Delaware corporation f/k/a GRD Holding I Corporation (the Company), (ii) GRD Holding LP, a Delaware limited liability partnership (GRD Holding), (iii) GRD Holding-A LP, a Delaware limited liability partnership (GRD Holding-A), (iv) GRD Holding AEA LLC, a Delaware limited liability company (GRD-AEA), (v) Starr Investment Fund II, LLC, a Delaware limited liability company (Starr II) and (vi) SPH GRD Holdings, LLC, a Delaware limited liability company (Starr and, collectively with Starr II, PJSC, PJSC II and each Person who executes an Assumption Agreement and falls under clause (x) of the definition of Assumption Agreement, the Minority Investors).

Certain Definitions. As used herein, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning ascribed to such term in Section 2.2(b). AEA means AEA Investors LP, a Delaware limited partnership. AEA Investors means (i) GRD Holding LP, (ii) GRD Holding-A, (iii) GRD-AEA, (iv) any general or limited partnership, corporation or limited liability company having as a general partner, controlling equity holder or managing member (whether directly or indirectly) a Person who is a member of AEA or an Affiliate of AEA and (v) any successor or permitted assign or transferee of any of the foregoing (which, for the avoidance of doubt, does not include Starr II with respect to the Distributed Shares); provided, that for the avoidance of doubt, for purposes of this definition neither AEA Investor nor Affiliate thereof shall include any portfolio company of AEA or any of its Affiliates. Affiliate means, with respect to any Person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with, such Person. Agreement has the meaning ascribed to such term in the Preamble. Assumption Agreement means a writing in the form set forth in Exhibit A hereto whereby a transferee of Registrable Securities who acquires such Registrable Securities in accordance with the terms of the Second Amended Stockholders Agreement becomes a party to, and agrees to be bound, to the same extent as its transferor, by the terms of this Agreement (i.e., (x) if the transferor of such shares was a Minority Investor, such transferee will be subject to the same rights and obligations as such Minority Investor, or (y) if the transferor of such shares was an AEA Investor, such transferee will be subject to the same rights and obligations of an AEA Investor). automatic shelf registration statement has the meaning ascribed to such term in Section 2.4. Board means the Board of Directors of the Company. Block Trade Notice has the meaning ascribed to such term in Section 2.1(e). 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 law to close. Claims has the meaning ascribed to such term in Section 2.9(a). Certificate of Incorporation means the certificate of incorporation of the Company filed with the Secretary of State of the State of Delaware, as it may be amended from time to time. Common Stock means the shares of common stock of the Company, par value $0.01 per share, and any and all securities of any kind whatsoever which may be issued after the date hereof in respect of, or in exchange for, such shares of common stock pursuant to a merger, consolidation, stock split, stock dividend or recapitalization of the Company or otherwise. Common Stock Equivalents means, with respect to the Company, all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject), shares of Common Stock or other equity securities of the Company (including, without limitation, any note or debt security convertible into or exchangeable for shares of Common Stock or other equity securities of the Company). Company has the meaning ascribed to such term in the Preamble and, for purposes of this Agreement, such term shall include any Subsidiary or parent company of At Home Group Inc. and any successor to At Home Group Inc. or any Subsidiary or parent company of At Home Group Inc. Company Block Trade Notice has the meaning ascribed to such term in Section 2.1(e). Company Shelf Underwriting has the meaning ascribed to such term in Section 2.2(a). Company Shelf Notice has the meaning ascribed to such term in Section 2.2(a). Confidential Information has the meaning ascribed to such term in Section 4.14. Control (including, with correlative meaning, the terms Controls, Controlled by, and under common Control with) means, with respect to any Person, (i) the ownership, directly or indirectly, of more than ten percent (10%) of the voting securities of such Person, or (ii) the power to otherwise direct the management and policies of such Person whether by contract or otherwise. Demand Exercise Notice has the meaning ascribed to such term in Section 2.1(a)(i). Demand Party has the meaning ascribed to such term in Section 2.1(a)(i). Demand Registration has the meaning ascribed to such term in Section 2.1(a)(i). Demand Registration Request has the meaning ascribed to such term in Section 2.1(a)(i). Distributed Shares has the meaning ascribed to such term in the Recitals. Effective Time has the meaning ascribed to such term in Section 4.15. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC issued under such Act, as they may from time to time be in effect. Expenses means any and all fees and expenses incid

Certain Definitions from Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT, dated as of April 1, 2014 (as amended, modified or supplemented from time to time, this Agreement), by and among (i) GYP Holdings I Corp., a Delaware corporation (the Company), (ii) the AEA Investors (as defined herein), (iii) the parties identified on the signature pages hereto as Management Investors (together with their respective Permitted Transferees, the Management Investors), and (iv) the parties identified on the signature pages hereto as Additional Investors (together with their respective Permitted Transferees, the Additional Investors and, collectively with the Management Investors and each Person who executes an Assumption Agreement (as defined in the Stockholders Agreement (as defined below)) and falls under clause (x)(i) of the definition of Assumption Agreement, the Minority Investors).

Certain Definitions. As used herein, the following terms shall have the following meanings: Additional Investors has the meaning ascribed to such term in the Preamble. Additional Piggyback Rights has the meaning ascribed to such term in Section 2.2(b). AEA means AEA Investors LP, a Delaware limited partnership. AEA Investors means (i) AEA Investors Fund V LP, a Cayman Islands exempted limited partnership, (ii) AEA Investors Fund V-A LP, a Delaware limited partnership, (iii) AEA Investors Fund V-B LP, a Delaware limited partnership, (iv) AEA Investors Participant Fund V LP, a Delaware limited partnership, (v) AEA Investors QP Participant Fund V LP, a Delaware limited partnership, (vi) any general or limited partnership, corporation or limited liability company having as a general partner, controlling equity holder or managing member (whether directly or indirectly) a Person who is a member of AEA or an Affiliate of any such Person and (vii) any successor or permitted assign or transferee of any of the foregoing. Affiliate means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with, such Person. Agreement has the meaning ascribed to such term in the Preamble. automatic shelf registration statement has the meaning ascribed to such term in Section 2.4. Board means the Board of Directors of the Company. 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 law to close. Claims has the meaning ascribed to such term in Section 2.9(a). Common Stock means the common stock, par value $0.01 per share, of the Company and any and all securities of any kind whatsoever which may be issued after the date hereof in respect of, or in exchange for, such shares of common stock of the Company pursuant to a merger, consolidation, stock split, stock dividend or recapitalization of the Company or otherwise. Common Stock Equivalents means, with respect to the Company, all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject), shares of Common Stock or other equity securities of the Company (including, without limitation, any note or debt security convertible into or exchangeable for shares of Common Stock or other equity securities of the Company). Company has the meaning ascribed to such term in the Preamble and, for purposes of this Agreement, such term shall include any Subsidiary or parent company of GYP Holdings I Corp. and any successor to GYP Holdings I Corp. or any Subsidiary or parent company of GYP Holdings I Corp. Confidential Information has the meaning ascribed to such term in Section 4.14. Demand Exercise Notice has the meaning ascribed to such term in Section 2.1(a)(i). Demand Registration has the meaning ascribed to such term in Section 2.1(a)(i). Demand Registration Request has the meaning ascribed to such term in Section 2.1(a)(i). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC issued under such Act, as they may from time to time be in effect. Expenses means any and all fees and expenses incident to the Companys performance of or compliance with Section 2, including, without limitation: (i) SEC, stock exchange, FINRA and all other registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the New York Stock Exchange, Nasdaq or on any other U.S. or non-U.S. securities market on which the Common Stock is or may be listed or quoted, (ii) fees and expenses of compliance with state securities or blue sky laws of any state or jurisdiction of the United States or compliance with the securities laws of foreign jurisdictions and in connection with the preparation of a blue sky survey, including, without limitation, reasonable fees and expenses of outside blue sky counsel and securities counsel in foreign jurisdictions, (iii) word processing, printing and copying expenses, (iv) messenger and delivery expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel for the Company, (vii) with respect to each registration or underwritten offering, the fees and disbursements of one counsel for the AEA Investors and one counsel for all other Participating Holder(s) collectively (selected by the holders of a majority of the shares held by such other Participating Holder(s)), together in each case with any local counsel, (viii) fees and disbursements of all independent public accountants (including the expenses of any audit/review and/or cold comfort letter and updates thereof) and fees and expenses of other Persons, including special experts, retained by the Company, (ix) fees and expenses payable to a Qualified Independent Underwriter, (x) fe

Certain Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT is made as of [], 2012, by and between MRC Global Inc., a Delaware corporation (the Company), and PVF Holdings LLC, a Delaware limited liability company (PVF).

Certain Definitions. As used herein, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning set forth in Section 2.2(b). Affiliate means, with respect to any Person, any other Person controlling, controlled by or under common control with such particular Person, where control means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise; provided, however, that, for purposes hereof, neither the Company nor any Person controlled by the Company shall be deemed to be an Affiliate of any Holder. Agreement means this Registration Rights Agreement, as this agreement may be amended, modified, supplemented or restated from time to time after the date hereof. automatic shelf registration statement has the meaning set forth in Section 2.4. Board means the Board of Directors of the Company. Business Day shall mean any day ending at 11:59 p.m. (Eastern Time) other than a Saturday or Sunday or a day on which banks are required or authorized to close in the City of New York. Claims has the meaning set forth in Section 2.9(a). Common Equity means the common equity securities of the Company and any and all securities of any kind whatsoever of the Company which may be issued after the date hereof in respect of, or in exchange for, such shares of common stock of the Company pursuant to a merger, consolidation, stock split, stock dividend or recapitalization of the Company or otherwise. Common Equity Equivalents means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject) shares of Common Equity or other equity securities of the Company (including, without limitation, any note or debt security convertible into or exchangeable for Common Equity or other equity securities of the Company). Company has the meaning set forth in the preamble. Demand Exercise Notice has the meaning set forth in Section 2.1(a)(i). Demand Registration has the meaning set forth in Section 2.1(a)(i). Demand Registration Request has the meaning set forth in Section 2.1(a)(i). Exchange Act means the Securities Exchange Act of 1934, as amended. Expenses means any and all fees and expenses incident to the Companys performance of or compliance with Article 2, including, without limitation: (i) SEC, stock exchange or FINRA registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the New York Stock Exchange or on any other securities market on which the Common Equity is listed or quoted, (ii) fees and expenses of compliance with state securities or blue sky laws and in connection with the preparation of a blue sky survey, including, without limitation, reasonable fees and expenses of outside blue sky counsel, (iii) printing and copying expenses, (iv) messenger and delivery expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel for the Company, (vii) with respect to each registration, the fees and disbursements of one counsel for the Participating Holder(s) (selected by the Majority Participating Holders), (viii) fees and disbursements of all independent public accountants (including the expenses of any audit and/or cold comfort letter and updates thereof) and fees and expenses of other Persons, including special experts, retained by the Company, (ix) fees and expenses payable to a Qualified Independent Underwriter, (x) any other fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities and (xi) expenses for securities law liability insurance and, if any, rating agency fees. FINRA means the Financial Industry Regulatory Authority, Inc. Holder or Holders means PVF, any Person who is a party to this Agreement or any transferee of Registrable Securities to whom any Person who is a party to this Agreement shall assign or transfer any rights hereunder, provided that such transferee has agreed in writing to be bound by this Agreement in respect of such Registrable Securities. Initiating Holder has the meaning set forth in Section 2.1(a)(i). IPO means the first underwritten public offering of the common stock of the Company to the general public pursuant to a registration statement filed with the SEC. Litigation means any action, proceeding or investigation in any court or before any governmental authority. LLC Agreement has the meaning set forth in the Recitals. Majority Participating Holders means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2. Manager has the meaning set forth in Section 2.1(c). Participating Holders means all Ho