7 Uses in CERTAIN DEFINITIONS Clause

CERTAIN DEFINITIONS from Membership Interest Purchase Agreement

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

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

Certain Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER, dated as of May 18, 2016 (this Agreement), is made by and among LifeStorage, LP, a Delaware limited partnership (the Company), Sovran Acquisition Limited Partnership, a Delaware limited partnership (Parent), Solar Lunar Sub LLC, a Delaware limited liability company (Merger Sub), and, solely in its capacity as the Sellers representative, Fortis Advisors LLC, a Delaware limited liability company (the Representative). The Company, the Representative, Parent and Merger Sub shall be referred to herein from time to time individually as a Party and collectively as the Parties.

Certain Definitions. As used in this Agreement, the following terms have the respective meanings set forth below. Advisory Agreement means that certain Amended and Restated Advisory Agreement, dated October 2, 2014, by and among the Company, Storage UPREIT Advisors, LLC, Steven Fink and Robert Wallace, as amended, modified or supplemented from time to time. Affiliate means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first specified Person. The term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise, and the terms controlled and controlling have meanings correlative thereto. Affiliated Persons has the meaning set forth in Section 10.15. Aggregate Warrant Exercise Price means, for each Company Warrant, the aggregate dollar amount that would be paid to the Company in respect of such Company Warrant (assuming payment in full of the Exercise Price for all Series T-2 Units into which such Company Warrant could have been converted immediately prior to the Effective Time) had such Company Warrant been exercised in full by the applicable Warrant Holder in accordance with the terms thereof. Aggregate Warrant Per Unit Payment means the product of (i) the applicable Per Unit Payment for a Unit issuable upon exercise of a Company Warrant immediately prior to the Effective Time multiplied by (ii) the aggregate number of Units into which all Company Warrants would have been converted had all Company Warrants been exercised in full immediately prior to the Effective Time. Agreement has the meaning set forth in the introductory paragraph to this Agreement. Ancillary Documents has the meaning set forth in Section 4.3. Base Purchase Price means $866,200,000.00. Book Entry Units has the meaning set forth in Section 3.5. Business Day means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York and Sacramento, California are open for the general transaction of business. Certificate of Merger has the meaning set forth in Section 2.3. Claim has the meaning set forth in Section 9.1(a)(iii). Closing has the meaning set forth in Section 2.2. Closing Date has the meaning set forth in Section 2.2. Closing Statement has the meaning set forth in Section 2.10(a). COBRA has the meaning set forth in Section 6.9(d). Code means the Internal Revenue Code of 1986, as amended. Common Units has the meaning set forth in the Partnership Agreement. Company has the meaning set forth in the introductory paragraph to this Agreement. Company Leased Real Property has the meaning set forth in Section 4.17(c). Company Material Adverse Effect means any change, event or effect that, has a material adverse effect upon the financial condition, business, or results of operations of the Group Companies, taken as a whole, or (ii) will prevent the Group Companies from performing their material obligations hereunder or consummating the Merger or any of the transactions contemplated by this Agreement; provided, however, that any change, event or effect arising from or related to any of the following shall not be taken into account in determining whether a Company Material Adverse Effect has occurred: (a) conditions affecting the United States or global economy generally, (b) any earthquake, weather condition or other natural disaster or national or international political or social conditions, including acts of terrorism, sabotage, war or the outbreak or escalation of hostilities, (c) any conditions affecting United States or global credit, debt, capital, banking, securities or financial markets generally (including any disruption thereof, changes in interest or exchange rates), (d) proposed or actual changes in GAAP) or any interpretation thereof, (e) any proposed or actual changes in Law or any interpretation thereof, (f) any change that is generally applicable to the industry in which the Group Companies operate, (g) the public announcement of the transactions contemplated by this Agreement, (h) any failure by the Group Companies to meet any internal or published projections, forecasts or revenue or earnings predictions (although the underlying facts and circumstances resulting in such failure may be taken into account unless otherwise excluded from this definition of Company Material Adverse Effect), (i) the taking of any action expressly required by this Agreement and/or the Ancillary Documents, including the completion of the transactions contemplated hereby and thereby, or (j) any action taken at the written request of Parent or Merger Sub or with Parents or Merger Subs consent, which, in the case of each of clauses (a) through (e) do not materially disproportionately affect the Group Companies, taken as a whole, relative to other participants in the

Certain Definitions from Membership Interest Purchase Agreement

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement), dated as of January 8, 2016 is between UCG Holdings Limited Partnership, a Maryland limited partnership (the Seller) and IHS Global Inc., a Delaware corporation (the Buyer).

Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1: Affiliate means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. Bonus Plans means the Oil Price Information Service, LLC 2014 Bonus Plan and the Oil Price Information Service, LLC 2015 Bonus Plan. Business means, the Companys and any of the Company Subsidiaries provision of pricing data, benchmarks, news, analytics, information, conferences and software relating to the institutional global refined petroleum markets. Business shall specifically exclude the businesses operated by the Excluded Subsidiaries. Business Day means any day of the year on which national banking institutions in the State of New York are open to the public for conducting business and are not required or authorized to close. Change in Control Payments means any severance, change of control, bonus, noncompetition, retention, stay put or similar payments (including without limitation pursuant to the arrangements listed on Schedule 4.15(e) and Schedule 4.15(i) and under the Bonus Plans) payable to any Persons, including without limitation Employees and other current or former service providers of the Company and the Company Subsidiaries, in connection with or as a result of the execution of this Agreement or the other agreements contemplated hereby or the consummation of the transactions contemplated hereby and thereby, together with all employment or payroll Taxes with respect to such payments. Closing Indebtedness means all Indebtedness as of immediately prior to the Closing. Closing Working Capital Target means Nine Million Two Hundred Twenty Three Thousand Six Hundred Fifteen Dollars ($9,223,615). Code shall mean the Internal Revenue Code of 1986, as amended. Company Subsidiaries means, collectively, Axxis Software, LLC, a Maryland limited liability company, Oil Price Information Service-Asia Pte, Ltd., a Singapore private company limited by shares, PointLogic Energy, LLC, a Maryland limited liability company, NAVX, S.A.S a simplified joint stock company organized under the laws of France, and OPISNAVX Content Factory SRL, a limited liability company organized under the laws of Romania. Consulting Services Agreement means the Consulting Services Agreement dated March 1, 2013 by and between GasBuddy/OpenStore, LLC and Tundra Development Limited (f/k/a GB Internet Solutions Inc.). Contract means any contract, indenture, note, bond, lease, license, commitment, instrument or other agreement to which the Company or any Company Subsidiary is a party, by which it or its assets (excluding the ownership interests in the Excluded Subsidiaries) are bound or which is related to the Business or the assets of the Company (excluding the ownership interests in the Excluded Subsidiaries) or any Company Subsidiary. Current Assets means those current assets of the Company and the Company Subsidiaries identified on Exhibit B, on a consolidated basis, as determined in accordance with GAAP (except as modified as set forth on Exhibit B). Current Liabilities means those current liabilities of the Company and the Company Subsidiaries identified on Exhibit B, on a consolidated basis, as determined in accordance with GAAP (except as modified as set forth on Exhibit B); provided, however, Current Liabilities shall not include any Closing Indebtedness or any Deferred Revenue. Deferred Revenue means deferred subscription revenue or other deferred revenues which are comprised of payments made or to be made by the Companys or any Company Subsidiarys customers for goods and services where such goods or services are to be delivered or provided after the Closing. Environmental Law means any Law or other legal requirement in effect on or prior to the Closing relating to the protection of the environment, natural resources or wildlife or discharges of Hazardous Materials. Escrow Agent means SunTrust Bank, or if SunTrust Bank is unable or unwilling to serve as escrow agent under the Escrow Agreement, such other financial institution that is mutually acceptable to Buyer and Seller. Escrow Agreement means the escrow agreement to be entered into at Closing by the Buyer, Seller and the Escrow Agent in customary form as mutually agreed by Buyer, Seller and the Escrow Agent. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Excluded Subsidiaries means, together, GasBuddy/OpenStore, LLC, a Maryland limited liability company, and GB Internet Solutions, LLC, a Maryland limit

Certain Definitions from Warrant Agreement

This Warrant Agreement (Warrant Agreement), dated as of September 30, 2014, is between Good Technology Corporation, a Delaware corporation (the Company), and U.S. Bank National Association (the Warrant Agent).

Certain Definitions. As used in this Warrant Agreement, the following terms shall have their respective meanings set forth below: $ refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts. All Stock Post-Qualified IPO Change of Control Event has the meaning set forth in Section 4.01. Adjustment Event has the meaning set forth in Section 5.07. Agent Members has the meaning set forth in Section 2.06(c). Anniversary Date has the meaning set forth in Section 4.01. Authentication Order means a Company Order for authentication and delivery of Warrants. Black-Scholes Based Redemption Amount shall mean: (a) for purposes of calculating the Redemption Price in respect of a Warrant in connection with a mandatory redemption as a result of a Post-Qualified IPO Change of Control Event pursuant to Section 4.02, an amount in Cash equal to the Black-Scholes Warrant Value, calculated as of the last Trading Day prior to consummation of the applicable Post-Qualified IPO Change of Control Event, and (b) for purposes of calculating the Redemption Price in respect of a Warrant in connection with a redemption at the option of the Company pursuant to Section 4.01(b), an amount in Cash equal to the Black-Scholes Warrant Value of a Warrant calculated as of the last Trading Day prior to the date of notice of redemption in respect of such Redemption. Black-Scholes Warrant Value as of any date, shall mean the value of a Warrant to purchase one share of Common Stock (as determined in good faith by the Board of Directors after consultation with an independent investment bank, independent valuation firm or other qualified financial institution selected by the Board of Directors) and shall be determined by customary investment banking practices using the Standard Black-Scholes Model. For purposes of calculating such amount, (a) the term of the Warrants will be the period from the date of determination until the scheduled Expiration Date, (b) the price of each share of Common Stock will be the Current Market Price as of the date of determination, (c) the assumed volatility will be 45%, (d) the assumed dividend will be zero, and (e) the assumed risk free rate will be the risk free rate of U.S. Treasuries whereby the maturity matches most closely with the maturity of the Warrants. Board of Directors means the board of directors of the Company or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Warrant Agreement as to which the board of directors is authorized or required to act. Board Resolution means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Warrant Agent. Business Day means any day other than a Saturday or Sunday or other than a day on which banking institutions in New York City, New York or the Warrant Agent are authorized or obligated by law or executive order to close. Capital Stock means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Company and all warrants or options to acquire such capital stock. Cash means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts. Certificated Warrant means a Warrant represented by a Warrant Certificate, in definitive, fully registered form. Close of Business means 5:00 p.m., New York City time. Closing Date means September 30, 2014. Closing Sale Price means, as of any date, the last reported per share sales price of a share of Common Stock or any other security on such date (or, if no last reported sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices on such date) as reported on the Nasdaq Stock Market, or if the Common Stock or such other security is not listed on the Nasdaq Stock Market, as reported by the principal U.S. national or regional securities exchange or quotation system on which the Common Stock or such other security is then listed or quoted; provided, however, that in the absence of such quotations, the Company will make a good faith determination of the Closing Sale Price. If during a period applicable for calculating Closing Sale Price, an issuance, distribution, subdivision, combination or other transaction or event occurs that requires an adjustment to the Exercise Price or Number of Warrants pursuant to Article 5 hereof, Closing Sale Price shall be calculated for such period in a manner determined by the Company to appropriately reflect the impact of such issuance, distribution, subdivision or combination on the price of the Common Stock during such period. Common Stock means the common stoc

Certain Definitions from Amended and Restated Loan Agreement

This Fifth Amended and Restated Loan Agreement is entered into as of May 30, 2014, among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, GECC and in its capacity as agent for the Lenders (defined below), together with its successors, Agent), the financial institutions who are or hereafter become parties to this Agreement (together with GECC collectively, or individually, as the context may require, Lender), and VALLEY HEALTH HOLDINGS LLC, SKY HOLDINGS AZ LLC, TERRACE HOLDINGS AZ LLC, ENSIGN HIGHLAND LLC, PLAZA HEALTH HOLDINGS LLC, RILLITO HOLDINGS LLC, MEADOWBROOK HEALTH ASSOCIATES LLC, MOUNTAINVIEW COMMUNITYCARE LLC, CEDAR AVENUE HOLDINGS LLC, GRANADA INVESTMENTS LLC, each a Nevada limited liability company (each, a Borrower and collectively, the Borrowers).

Certain Definitions. As used herein, the following terms have the meanings indicated: Account Debtor means account debtor, as defined in Article 9 of the UCC, and any other obligor in respect of an Account. Accounting Period means (i) general accepted accounting principles of the Accounting Principles Board of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board that are applicable on the date so indicated and consistently applied or (ii) if required by the United States Securities and Exchange Commission, International Financial Reporting Standards as adopted by the International Accounting Standards Board. ACH has the meaning assigned in Section 2.6(c) Additional Ten Project Loan Interest Rate has the meaning assigned to such term in Section 2.2(b). Additional Ten Project Loan has the meaning assigned to such term in Recital B. Additional Ten Project Loan Note has the meaning assigned to such term in Recital B. Adjusted Expenses means actual operating expenses related to the Projects, excluding any rent and interest paid and depreciation recorded by Operating Tenants on a stabilized accrual basis for the twelve (12) month period ended on the last day of the preceding calendar quarter (as reasonably adjusted by Agent), including: (i) recurring expenses as determined under GAAP, (ii) real estate taxes, (iii) management fees (whether paid or not) in an amount not less than five percent (5%) of effective gross income (or the actual management fee paid, if higher) and (iv) a replacement reserve (whether reserved or not) of not less than Four Hundred and No/100 Dollars ($400.00) per Residential Unit per annum. Adjusted Net Operating Income or ANOI means annualized Adjusted Revenue less Adjusted Expenses, based upon the financial reports provided by Borrowers under Article VII and approved by Agent in its reasonable discretion. Adjusted Revenue means revenues generated by the Operating Tenants at the Projects for the twelve (12) month period ended on the last day of the preceding calendar quarter, as determined under GAAP, but excluding (a) nonrecurring income and non-property related income (as determined by Agent in its sole discretion) and income from tenants that is classified as bad debt under GAAP, and (b) late fees and interest income; provided, however, if actual occupancy of the Projects, taken as a whole, exceeds 95%, Adjusted Revenue shall be proportionately reduced assuming an occupancy of 95%. Affected Lender has the meaning assigned in Section 2.11(a). Affiliate means, with respect to a particular Person, (a) any corporation in which such Person or any partner, shareholder, director, officer, member, or manager of such Person directly or indirectly owns or controls more than ten percent (10%) of the beneficial interest, (b) any general or limited partnership, joint venture, limited liability company or limited liability partnership in which such Person or any partner, shareholder, director, officer, member, or manager of such Person is a partner, joint venturer or member, (c) any trust as to which such Person or any partner, shareholder, director, officer, member or manager of such Person is a trustee or beneficiary, (d) any Person which is directly or indirectly owned or controlled by such Person or any partner, shareholder, director, officer, member or manager of such Person, (e) any partner, shareholder, director, officer, member, manager or employee of such Person, (f) any Person related by birth, adoption or marriage to any partner, shareholder, director, officer, member, manager, or employee of such Person. Each Loan Party shall be deemed an Affiliate of Borrowers. Agent has the meaning assigned to such term in the introductory paragraph of this Agreement. Agreement means this Loan Agreement, as amended, restated, supplemented, or otherwise modified from time to time. Allocated Loan Amount has the meaning assigned such term in Section 12.20. Anti-Money Laundering Laws means those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a Financial Institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1, et seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 7-uses-in-certain-definitions-clause" title="Click to see all 17 (date) values">1701, et seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 7-uses-in-certain-definitions-clause" title="Click to see all 1957 (date) values">1957. Approved Fund me

Certain Definitions from Securities Purchase Agreement

THIS SECURITIES PURCHASE AGREEMENT (this Agreement) is entered into as of January 7, 2014, by and among LANDMARK APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the Corporation), iSTAR APARTMENT HOLDINGS LLC, a Delaware limited liability company (together with its successors and assigns, iStar), and BREDS II Q LANDMARK LLC, a Delaware limited liability company (together with its successors and assigns, BREDS, and collectively with iStar, the Purchasers, and each a Purchaser).

Certain Definitions. The following terms shall have the meanings set forth below: Affiliate means, in respect of any Person, any other Person that is directly or indirectly controlling, controlled by, or under common control with such Person, and the term control (including the terms controlled by and under common control with) means having, directly or indirectly, the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or by contract or otherwise. Notwithstanding the foregoing, for purposes of this Agreement and the other Transaction Documents, BREDS, iStar and the Corporation shall not be considered Affiliates of one another. BREDS Director has the meaning ascribed to it in the Series E Preferred Articles Supplementary. BREDS Equity Commitment means $63,842,000. BREDS Representative has the meaning ascribed to it in the Series E Preferred Articles Supplementary. Business Day means each day, other than a Saturday or a Sunday, that is not a day on which banking institutions in New York are authorized or required by law, regulation or executive order to close. Capital Stock means all classes or series of stock of the Corporation, including, without limitation, Common Equity, the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock. Charter means the Articles of Amendment and Restatement of the Corporation dated as of June 13, 2013, as amended by the Articles Supplementary dated as of June 28, 2013, the Articles Supplementary dated as of June 28, 2013, the Articles of Amendment dated as of July 22, 2013, and the Articles of Amendment dated as of September 9, 2013, as amended on the date hereof and as may thereafter be amended or restated. Closing means the Initial Closing and each Subsequent Closing, if any. Closing Date means the Initial Closing Date and each Subsequent Closing Date, if any. Code means the United States Internal Revenue Code of 1986, as amended from time to time. Common Equity means all shares now or hereafter authorized of any class of common stock of the Corporation, including the Common Stock, and any other common stock of the Corporation, howsoever designated, authorized after a Closing Date, which has the right (subject always to prior rights of any class or series of preferred stock) to participate in the distribution of the assets and earnings of the Corporation without limit as to per share amount. Common Stock means the common stock, $.01 par value per share, of the Corporation. Common Units means all common units of partnership interest now outstanding or hereafter authorized of any class of partnership interest of the Operating Partnership, howsoever designated, which has the right (subject always to prior rights of any class or series of preferred units) to participate in the distribution of the assets and earnings of the Operating Partnership without limit as to amount. Component Entity has the meaning ascribed to it in the Series E Preferred Articles Supplementary. Contract means any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Corporation or any of its Subsidiaries. Corporate Governance Agreement shall mean the Amended and Restated Corporate Governance Agreement, dated as of January 7, 2014, among the Corporation, iStar, BREDS and the other parties named therein, as the same may be amended from time to time. Current Dividend has the meaning ascribed to it in the Series E Preferred Articles Supplementary. Equity Commitments means the BREDS Equity Commitment and the iStar Equity Commitment. Equity Interest means (a) in the case of a corporation, shares of stock, (b) in the case of a general or limited partnership, partnership interests, (c) in the case of a limited liability company, limited liability company interests, (d) in the case of a trust, beneficial interests therein, and (e) in the case of any other Person that is not an individual, the comparable interests therein. Event of Default has the meaning ascribed to it in the Series E Preferred Articles Supplementary. Exchange Act means the Securities Exchange Act of 1934, as amended. FCPA means the Foreign Corrupt Practices Act of 77-uses-in-certain-definitions-clause" title="Click to see all 1977 (date) values">1977, as amended. FF&E means, with respect to any real property, all appliances, machinery, devices, fixtures, appurtenances, equipment, furniture, furnishings and articles of tangible personal property of every kind and nature whatsoever and located in or at, or used in connection with the ownership, operation or maintenance of, the real property. FF&E shall include, but not be limited to: (a) all equipment, machinery, fixtures, and other items of property, now or hereafter permanently affixed to or incorporated into the real property, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incine

Certain Definitions from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT (this Agreement), is made as of this 20th day of June, 2012, by and among 3M COMPANY, a Delaware corporation (Buyer Parent), one or more subsidiaries of Buyer Parent to be designated pursuant to Section 6.4 (collectively with Buyer Parent, Buyer), FEDERAL SIGNAL CORPORATION, a Delaware corporation (Seller Parent), and those subsidiaries of Seller Parent listed on Schedule 1 (each, a FS Tech Entity, and collectively, the FS Tech Entities, and together with Seller Parent, each, a Seller, and collectively, the Sellers).

Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1: Affiliate shall mean with respect to any specified Person, any other Person which, directly or indirectly, controls, is under common control with, or is controlled by, such specified Person. The term control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of more than 50% of voting equity ownership of such Person (or securities convertible or exchangeable into more than 50% of such voting equity ownership interest), by Contract or otherwise. Agreement has the meaning set forth in the preface above. Affiliated Group means any affiliated group within the meaning of Internal Revenue Code section 1504(a) or any similar group defined under a similar provision of state, local, or foreign law. Antitrust Laws means the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other Law that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade, or that requires premerger notification and approval of mergers, acquisitions, or other transactions. Benefit Plan means each employment, bonus, deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right or other stock-based incentive, severance, salary continuation, retention, change-in-control, or termination pay, hospitalization or other medical, welfare benefits, disability, life or other insurance, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program, agreement or arrangement and each other employee benefit plan, program, agreement or arrangement sponsored, maintained or contributed to or required to be contributed to by Seller Parent, a FS Tech Entity or any Person for the benefit of Business Employees. Business has the meaning set forth in the preface above. Business Day means any day except Saturday, Sunday or any other day on which commercial banks in the State of New York are authorized or required by Law to be closed for business. Business Employee means an employee of Seller Parent or any FS Tech Entity who performs services primarily for the Business. Business Unit means individually the business and operations of each of the following, which together comprise the Business: (i) Diamond Consulting Services Limited, organized under the laws of England, and IDRIS Technology Limited, organized under the laws of England; (ii) Federal Signal Technologies, LLC, a Delaware limited liability company; (iii) VESystems, LLC, a Delaware limited liability company; (iv) Sirit, Inc., organized in Canada, Sirit Corp., a Texas corporation, Federal Signal Technologies (Hong Kong) Limited, organized in Hong Kong, and Federal Signal do Brasil Participacoes Ltda, organized in Brazil; (v) Federal APD Incorporated, a Michigan corporation, Federal APD de Mexico, S.A. de C.V., organized in Mexico, and Federal APD do Brasil Ltda, organized in Brazil; and (vi) PIPS Technology Inc., a Tennessee corporation, and PIPS Technology Limited, organized under the laws of England. Buyer has the meaning set forth in the preface above. Buyer Parent has the meaning set forth in the preface above. Claim means any and all liabilities, losses, damages, deficiencies, demands, claims, fines, penalties, interest, assessments, judgments, Liens, charges, orders, dues, assessments, Taxes and Proceedings of whatever kind and nature and all costs and expenses relating thereto, including fees and expenses of counsel, accountants and other experts, and other expenses of investigation and litigation. Closing Date Working Capital means the Working Capital determined as of the close of business on the Closing Date. COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1986, as reflected in the provisions of sections 601 through 609 of ERISA, and any regulations or rules issued pursuant thereto. Code means the Internal Revenue Code of 1986, as amended. Contract means any agreement, contract, obligation, promise or undertaking, whether written or oral and whether express or implied, that is legally binding. Current Assets means, as of any date, the consolidated assets of the FS Tech Entities set forth on Exhibit B under the heading Current Assets and no other assets. Current Liabilities means, as of any date, the consolidated liabilities of the FS Tech Entities set forth on Exhibit B under the heading Current Liabilities and no other liabilities. Environment means surface or subsurface soil or strata, surface waters and sediments, navigable waters, wetlands, groundwater, sediments, drinking water supply, ambient air, species, plants, wildlife, animals and natural resources. Environmental La

Certain Definitions from Amended and Restated Credit Agreement

THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT, dated November 17, 2011, is made by and among CALGON CARBON CORPORATION, a Delaware corporation (the Borrower), each of the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), and FIRST COMMONWEALTH BANK, a Pennsylvania state bank (First Commonwealth), in its capacity as administrative agent for the Lenders hereunder (in such capacity, the Agent), and First Commonwealth as an Issuing Bank and Swing Loan Lender.

Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise: Affiliate as to any Person means any other Person (a) which directly or indirectly controls, is controlled by, or is under common control with such Person, (b) which beneficially owns or holds five percent (5%) or more of any class of the voting or other equity interests of such Person, or (c) five percent (5%) or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such Person. Agent has the meaning given to such term in the Preamble of this Agreement and shall extend to all permitted successors and assigns of such Person. Agents Fee has the meaning assigned to that term in Section 11.16. Agents Letter has the meaning assigned to that term in Section 11.16. Agreement means this First Amended and Restated Credit Agreement, as the same may be further amended, restated, modified or supplemented from time to time, including all annexes, schedules and exhibits hereto. Annual Statements has the meaning assigned to that term in Section 5.9. Anti-Terrorism Laws means any Laws relating to terrorism or money laundering, including Executive Order No. 13224, and the USA Patriot Act. Applicable Commitment Fee Rate means the percentage rate per annum based on the Leverage Ratio Pricing then in effect according to the pricing grid on Annex I below the heading Commitment Fee. Any change in the Applicable Commitment Fee Rate shall be based upon the financial statements and Compliance Certificates provided pursuant to Section 9.1 and Section 9.2 and shall become effective on the date such financial statements are due in accordance with Section 9.3. Notwithstanding anything to the contrary contained herein, the Applicable Commitment Fee Rate during the period from the Closing Date through the date on which the Compliance Certificate with respect to the quarter ended September 30, 2011 is due, shall be determined based upon a Leverage Ratio Pricing of less than or equal to 1.00 to 1.00. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Commitment Fee Rate for any period shall be subject to the provisions of Section 3.6(b). Applicable Margin means the percentage margin to be added to the related Interest Rate Option based on the Leverage Ratio Pricing then in effect, as set forth on the pricing grid on Annex I below the Base Rate Margin or the Euro-Rate Margin heading, as applicable; provided, that any change in the Applicable Margin shall be based upon the financial statements and Compliance Certificates provided pursuant to Section 9.1 and Section 9.2 and shall become effective on the first day of the month following the earlier of (i) the date such financial statements are due or (ii) the date such financial statements are delivered, in accordance with Section 9.1, Section 9.2 and Section 9.3. Notwithstanding anything to the contrary contained herein, the Applicable Margin during the period from the Closing Date through the date on which the Compliance Certificate with respect to the quarter ended September 30, 2011 is due, shall be determined based upon a Leverage Ratio Pricing of less than or equal to 1.00 to 1.00. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Margin for any period shall be subject to the provisions of Section 3.6(b). Assignment and Assumption Agreement means an Assignment and Assumption Agreement by and among a Purchasing Bank, a Transferor Lender and the Agent, as Agent and on behalf of the remaining Lenders, in substantially the form of Exhibit A hereto. Authorized Financial Officer of any Person means the chief financial officer or treasurer of such Person or, if there is no chief financial officer, vice-president-finance or treasurer of such Person, a vice president or other officer of such Person, designated by such Person as being a financial officer authorized to deliver and certify financial information on behalf of the Loan Parties required hereunder. Authorized Officer means those individuals, designated by written notice to the Agent from the Borrower, authorized to execute notices, reports and other documents on behalf of the Loan Parties required hereunder. The Borrower may amend such list of individuals from time to time by giving written notice of such amendment to the Agent. Banking Services means each and any of the following bank services provided to any Loan Party by a Cash Management Bank, (a) commercial credit cards, (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts, BACS facilities (Bank Automated Clearing), check encashment and interstate depository network ser

Certain Definitions from Amended and Restated Registration Rights Agreement

This Agreement dated as of November 17, 2010 is entered into by and among Zipcar, Inc., a Delaware corporation (the Company), and the individuals and entities listed as Investors on the signature pages attached hereto.

Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings: Affiliated Party means, with respect to any Investor, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such Investor, including, without limitation, any general partner, officer, manager or director of such Investor and any venture capital fund (or similar entity) now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company as, such Investor. Available Undersubscription Amount means the difference between the total of all of the Basic Amounts available for purchase by Qualified Purchasers pursuant to Section 3.1 and the Basic Amounts subscribed for pursuant to Section 3.1. Basic Amount means, with respect to a Qualified Purchaser, its pro rata portion of the Offered Securities determined by multiplying the number of Offered Securities by a fraction, the numerator of which is the aggregate number of shares of Common Stock issued or issuable upon conversion of all Shares then held by such Qualified Purchaser and the denominator of which is the total number of shares of Common Stock then outstanding (giving effect to the conversion into Common Stock of all outstanding shares of convertible preferred stock and the exercise of all outstanding options and warrants). Benchmark Capital shall mean Benchmark Capital Partners V, L.P., Benchmark Founders Fund V, L.P., Benchmark Founders Fund V-A, L.P., Benchmark Founders Fund V-B, L.P., Benchmark Capital Management Co. V, L.L.C. and related individuals. Code means the Internal Revenue Code of 1986, as amended. Commission means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act. Common Stock means the common stock, $0.001 par value per share, of the Company. Company has the meaning ascribed to it in the introductory paragraph hereto. Company Sale means: (a) a merger or consolidation in which (i) the Company is a constituent party, or (ii) a Company Subsidiary is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (i) or (ii) any such merger or consolidation involving the Company or a Company Subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock which represent, immediately following such merger or consolidation, at least 51%, by voting power and economic interest, of the capital stock of (A) the surviving or resulting corporation or (B) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (b) the sale, lease, transfer or exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any Company Subsidiary of all or substantially all the assets or intellectual property of the Company and all Company Subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more Company Subsidiaries if substantially all of the assets or intellectual property of the Company and the Company Subsidiaries taken as a whole are held by such Company Subsidiary or Company Subsidiaries (except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation); or (c) a liquidation, dissolution or a winding up of the Company. Company Subsidiary means any corporation, partnership, trust, limited liability company or other non-corporate business enterprise in which the Company (or another Company Subsidiary) holds stock or other ownership interests representing (a) more than 50% of the voting power of all outstanding stock or ownership interests of such entity or (b) the right to receive more than 50% of the net assets of such entity available for distribution to the holders of outstanding stock or ownership interests upon a liquidation or dissolution of such entity. Confidential Information means any information that is labeled as confidential, proprietary or secret which an Investor obtains from the Company pursuant to financial statements, reports and other materials provided by the Company to such Investor pursuant to this Agreement or pursuant to visitation or inspection rights granted hereunder. Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect. Flexcar Merger Agreement means the Agreement and Plan of Merger, dated as of September 26, 2007, by and among the Company, Zulu Acqui

Certain Definitions from Amended and Restated Registration Rights Agreement

This Agreement dated as of April 20, 2010 is entered into by and among Zipcar, Inc., a Delaware corporation (the Company), and the individuals and entities listed as Investors on the signature pages attached hereto.

Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings: Affiliated Party means, with respect to any Investor, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such Investor, including, without limitation, any general partner, officer, manager or director of such Investor and any venture capital fund (or similar entity) now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company as, such Investor. Available Undersubscription Amount means the difference between the total of all of the Basic Amounts available for purchase by Qualified Purchasers pursuant to Section 3.1 and the Basic Amounts subscribed for pursuant to Section 3.1. Basic Amount means, with respect to a Qualified Purchaser, its pro rata portion of the Offered Securities determined by multiplying the number of Offered Securities by a fraction, the numerator of which is the aggregate number of shares of Common Stock issued or issuable upon conversion of all Shares then held by such Qualified Purchaser and the denominator of which is the total number of shares of Common Stock then outstanding (giving effect to the conversion into Common Stock of all outstanding shares of convertible preferred stock and the exercise of all outstanding options and warrants). Benchmark Capital shall mean Benchmark Capital Partners V, L.P., Benchmark Founders Fund V, L.P., Benchmark Founders Fund V-A, L.P., Benchmark Founders Fund V-B, L.P., Benchmark Capital Management Co. V, L.L.C. and related individuals, Code means the Internal Revenue Code of 1986, as amended. Commission means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act. Common Stock means the common stock, $.001 par value per share, of the Company. Company has the meaning ascribed to it in the introductory paragraph hereto. Company Sale means: (a) a merger or consolidation in which (i) the Company is a constituent party, or (ii) a Company Subsidiary is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (i) or (ii) any such merger or consolidation involving the Company or a Company Subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock which represent, immediately following such merger or consolidation, at least 51%, by voting power and economic interest, of the capital stock of (A) the surviving or resulting corporation or (B) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (b) the sale, lease, transfer or exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any Company Subsidiary of all or substantially all the assets or intellectual property of the Company and all Company Subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more Company Subsidiaries if substantially all of the assets or intellectual property of the Company and the Company Subsidiaries taken as a whole are held by such Company Subsidiary or Company Subsidiaries (except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation); or (c) a liquidation, dissolution or a winding up of the Company. Company Subsidiary means any corporation, partnership, trust, limited liability company or other non-corporate business enterprise in which the Company (or another Company Subsidiary) holds stock or other ownership interests representing (a) more than 50% of the voting power of all outstanding stock or ownership interests of such entity or (b) the right to receive more than 50% of the net assets of such entity available for distribution to the holders of outstanding stock or ownership interests upon a liquidation or dissolution of such entity. Confidential Information means any information that is labeled as confidential, proprietary or secret which an Investor obtains from the Company pursuant to financial statements, reports and other materials provided by the Company to such Investor pursuant to this Agreement or pursuant to visitation or inspection rights granted hereunder. Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect. Greylock Capital shall mean Greylock XII Limited Partnership, Greylock XII-A Limited Partnership and Greylock XII Principals LLC and r