Acquisition Agreement Uses in Definitions Clause

Definitions from Preferred Stock Purchase Agreement

This PREFERRED STOCK PURCHASE AGREEMENT, dated as of June 28, 2017 (this Agreement), is entered into by and among CARRIZO OIL & GAS, INC., a Texas corporation (the Company), and the purchasers set forth in Schedule A hereto (the Purchasers).

Definitions. As used in this Agreement, the following terms have the meanings indicated: Affiliate shall have the meaning ascribed to it, on the date hereof, in Rule 405 under the Securities Act. For purposes of this Agreement, (i) The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P. shall not be considered or otherwise deemed to be an Affiliate of the Purchasers or their Affiliates that are part of the credit-related businesses of The Blackstone Group L.P., other than with respect to Section 6.01 and Section 8.10; and (ii) any fund or account managed, advised or sub-advised by or Controlled by GSO or its Affiliates within the credit-related businesses of The Blackstone Group L.P. shall constitute an Affiliate of the Purchasers. Agreement has the meaning specified in the introductory paragraph of this Agreement. Amended Credit Agreement has the meaning specified in the Recitals. Anti-Corruption Law has the meaning specified in Section 3.25. Appraiser has the meaning specified in Section 2.03. Board of Directors means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or State of Texas are authorized or required by Law or other governmental action to close. Closing has the meaning specified in Section 2.02(a). Closing Date has the meaning specified in Section 2.02(a). Code means the Internal Revenue Code of 1986, as amended. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.01 per share. Company has the meaning specified in the introductory paragraph of this Agreement. Company Group Subsidiaries means all of the Subsidiaries of the Company. Company Related Parties has the meaning specified in Section 6.02. Company SEC Documents has the meaning specified in Section 3.03. Confidentiality Agreement means the Amended and Restated Confidentiality Agreement, dated as of June 5, 2017, between the Company and GSO. Control mean 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. The terms Controlled and Controlling shall have correlative meanings Credit Agreement means that certain Credit Agreement, dated as of January 27, 2011, by and among the Company, BNP Paribas, as Administrative Agent, Credit Agricole Corporate and Investment Bank and Royal Bank of Canada, as Co-Syndication Agents, Capital One, N.A. and Compass Bank, as Co-Documentation Agents, BNP Paribas Securities Corp. as Sole Lead Arranger and Sole Bookrunner, and the Lenders party thereto, as amended from time to time. CRZO Entities means the Company and the Company Group Subsidiaries, collectively. Environmental Law means any Law relating to the prevention of pollution or protection of the environment or imposing legally enforceable liability or standards of conduct concerning any Hazardous Materials. Equity Offering means any underwritten public offering of at least 10,000,000 shares of Common Stock by the Company. ERISA has the meaning specified in Section 3.24. ERISA-Subject Plan has the meaning specified in Section 3.24. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. FCPA has the meaning specified in Section 3.25. Funding Obligation means an amount equal to the Purchase Price multiplied by the number of Purchased Shares to be purchased by a Purchaser on the Closing Date, as set forth opposite such Purchasers name on Schedule A. GAAP means generally accepted accounting principles in the United States of America as of the date hereof; provided that for the financial statements of the Company prepared as of a certain date, GAAP referenced therein shall be GAAP as of the date of such financial statements. Governmental Authority means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Persons Property is located or which exercises valid jurisdiction over any such Person or such Persons Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority which exercises valid jurisdiction over any such Person or such Persons Property. Unless otherwise specified, all references to Governmental Authority herein with respect to the Company mean a Governmental Authority having jurisdiction over the CRZO Entities or any of their respective Properties. GSO means GSO Capital Partners LP, a Delaware limited partnership

Definitions from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT, dated May 3, 2017 (this Agreement), is made and entered into by and among SMOM LIMITED, a Jersey limited liability Company with registered No. 123188 and incorporated under the Companies (Jersey) Law 1991, as amended (Lender), ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation (Borrower), and, solely for purposes of Article 9, ALDAMA MINING COMPANY, S. DE R.L. DE C.V., a Mexican company (Guarantor).

Definitions. For purposes of this Agreement, the following terms shall have the respective meanings given to them below: Advance means a disbursement of Loan funds made, or to be made, to Borrower by Lender under the terms and conditions of this Agreement. Affiliate of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Collateral means, collectively, the Equity Collateral and the Rights Collateral(a) 50.0% of the equity interests in Guarantor (the Equity Collateral) and (b) Borrowers contractual rights to receive payments from the Buyer Parties (as defined in the Acquisition Agreement) pursuant to, and in accordance with, Section 2.06 of the Acquisition Agreement (the Rights Collateral). Equity Collateral means 50.0% of the equity interests in Guarantor. For the avoidance of doubt, Borrower holds 100.0% of the equity interests in Guarantor, and the Equity Collateral represents one-half of the interests held by Borrower. Loan Documents means this Agreement and the Note. Maturity Date means the second anniversary of the date of this Agreement. Obligations means the Loan (as defined below), accrued interest, and all attorneys fees, court costs and expenses of whatever kind incident to the collection of the Loan, accrued interest, and the enforcement and protection of the security interest created hereby. Odyssey Parties means Borrower and Guarantor, collectively. Option Consideration means an amount equal to $1.0 million for each 10.0% of equity interest in Guarantor purchased by Lender pursuant to Article 10. For example, if Lender exercises the Option (as defined below) with respect to one-half of the Equity Collateral, the Option Consideration would be $2.5 million. Person means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity. Rights Collateral has the meaning set forth in Appendix A attached hereto. Wholly Owned Subsidiary means any corporation, partnership, limited liability company, joint venture, other business entity, trust or estate of or in 100.0% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class of such corporation may have voting power upon the happening of a contingency), (b) the interest in the capital or profits of such partnership, limited liability company, joint venture, or other business entity or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled through one or more intermediaries, or both, by Guarantor. $ means United States Dollars.

Definitions from Investor Rights Agreement

INVESTOR RIGHTS AGREEMENT, dated as of April 20, 2017 (this "Agreement"), between DHT HOLDINGS, INC., a corporation organized under the laws of the Republic of the Marshall Islands (the "Company"), and BW GROUP LIMITED, an exempted company limited by shares incorporated under the laws of Bermuda (the "Investor").

Definitions. Capitalized terms used and not otherwise defined in this Agreement that are defined in the Acquisition Agreement shall have the meanings given such terms in the Acquisition Agreement. As used in this Agreement, the following terms shall have the following meanings:

Definitions from Term Loan Credit Agreement

TERM LOAN CREDIT AGREEMENT dated as of December 16, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement) among ROCKWELL COLLINS, INC., the LENDERS listed on the signature pages hereof and JPMORGAN CHASE BANK, N.A., as Agent.

Definitions. The following terms, as used herein, have the following meanings: Acquired Entity means B/E Aerospace, Inc., a Delaware corporation. Acquired Entity Material Adverse Effect means, with respect to the Acquired Entity, any event, occurrence, development or change that has a material adverse effect on the business, financial condition or results of operations of the Acquired Entity and its Subsidiaries, taken as a whole; provided, however, that none of the following (or the results thereof) shall constitute or be taken into account in determining whether an Acquired Entity Material Adverse Effect shall have occurred: (i) changes in general economic, financial market, regulatory, business, financial, political, geopolitical, credit or capital market conditions, including interest or exchange rates; (ii) general changes or developments in any of the industries or markets, or in the business conditions in the geographic regions, in which the Acquired Entity or any of its Subsidiaries operate (or applicable portions or segments of such industries or markets); (iii) changes in any applicable U.S. Laws or accounting regulations or principles or interpretations thereof; (iv) any change in the price or trading volume of the Acquired Entitys securities or other financial instruments or change in the Acquired Entitys credit rating, in and of itself (provided that the facts or occurrences giving rise to or contributing to such change that are not otherwise excluded from the definition of Acquired Entity Material Adverse Effect may be taken into account in determining whether an Acquired Entity Material Adverse Effect has occurred); (v) any failure by the Acquired Entity to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operation or any published analyst or other third party estimates or expectations of the Acquired Entitys revenue, earnings or other financial performance or results of operations for any period, in and of itself (provided that the facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of Acquired Entity Material Adverse Effect may be taken into account in determining whether an Acquired Entity Material Adverse Effect has occurred); (vi) any outbreak or escalation of hostilities or war or any act of terrorism, or any acts of God, weather-related events, fires or natural disasters; (vii) any action taken or not taken at the express written request of Parent after the date of the Acquisition Agreement; or (viii) the public announcement or pendency of the Merger or the other transactions contemplated by the Acquisition Agreement or the identity of Parent; provided that if the facts, circumstances, events, changes, occurrences or effects set forth in clauses (i) through (iii) and (vi) above have a material disproportionate impact on the Acquired Entity and its Subsidiaries, taken as a whole, relative to the other participants in the industries in which the Acquired Entity and its Subsidiaries operate, such facts, circumstances, events, changes, occurrences or efforts may be taken into account in determining whether an Acquired Entity Material Adverse Effect has occurred. Terms capitalized in this definition, other than Acquired Entity and Acquisition Agreement, have the meanings assigned to them in the Acquisition Agreement as in effect on October 23, 2016.

Definitions from Term Loan Credit Agreement

TERM LOAN CREDIT AGREEMENT dated as of December 16, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement) among ROCKWELL COLLINS, INC., the LENDERS listed on the signature pages hereof and JPMORGAN CHASE BANK, N.A., as Agent.

Definitions. The following terms, as used herein, have the following meanings: Acquired Entity means B/E Aerospace, Inc., a Delaware corporation. Acquired Entity Material Adverse Effect means, with respect to the Acquired Entity, any event, occurrence, development or change that has a material adverse effect on the business, financial condition or results of operations of the Acquired Entity and its Subsidiaries, taken as a whole; provided, however, that none of the following (or the results thereof) shall constitute or be taken into account in determining whether an Acquired Entity Material Adverse Effect shall have occurred: (i) changes in general economic, financial market, regulatory, business, financial, political, geopolitical, credit or capital market conditions, including interest or exchange rates; (ii) general changes or developments in any of the industries or markets, or in the business conditions in the geographic regions, in which the Acquired Entity or any of its Subsidiaries operate (or applicable portions or segments of such industries or markets); (iii) changes in any applicable U.S. Laws or accounting regulations or principles or interpretations thereof; (iv) any change in the price or trading volume of the Acquired Entitys securities or other financial instruments or change in the Acquired Entitys credit rating, in and of itself (provided that the facts or occurrences giving rise to or contributing to such change that are not otherwise excluded from the definition of Acquired Entity Material Adverse Effect may be taken into account in determining whether an Acquired Entity Material Adverse Effect has occurred); (v) any failure by the Acquired Entity to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operation or any published analyst or other third party estimates or expectations of the Acquired Entitys revenue, earnings or other financial performance or results of operations for any period, in and of itself (provided that the facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of Acquired Entity Material Adverse Effect may be taken into account in determining whether an Acquired Entity Material Adverse Effect has occurred); (vi) any outbreak or escalation of hostilities or war or any act of terrorism, or any acts of God, weather-related events, fires or natural disasters; (vii) any action taken or not taken at the express written request of Parent after the date of the Acquisition Agreement; or (viii) the public announcement or pendency of the Merger or the other transactions contemplated by the Acquisition Agreement or the identity of Parent; provided that if the facts, circumstances, events, changes, occurrences or effects set forth in clauses (i) through (iii) and (vi) above have a material disproportionate impact on the Acquired Entity and its Subsidiaries, taken as a whole, relative to the other participants in the industries in which the Acquired Entity and its Subsidiaries operate, such facts, circumstances, events, changes, occurrences or efforts may be taken into account in determining whether an Acquired Entity Material Adverse Effect has occurred. Terms capitalized in this definition, other than Acquired Entity and Acquisition Agreement, have the meanings assigned to them in the Acquisition Agreement as in effect on October 23, 2016.

Definitions from Bridge Credit Agreement

BRIDGE CREDIT AGREEMENT dated as of December 16, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement) among ROCKWELL COLLINS, INC., the LENDERS listed on the signature pages hereof and JPMORGAN CHASE BANK, N.A., as Agent.

Definitions. The following terms, as used herein, have the following meanings: Acquired Entity means B/E Aerospace, Inc., a Delaware corporation. Acquired Entity Material Adverse Effect means, with respect to the Acquired Entity, any event, occurrence, development or change that has a material adverse effect on the business, financial condition or results of operations of the Acquired Entity and its Subsidiaries, taken as a whole; provided, however, that none of the following (or the results thereof) shall constitute or be taken into account in determining whether an Acquired Entity Material Adverse Effect shall have occurred: (i) changes in general economic, financial market, regulatory, business, financial, political, geopolitical, credit or capital market conditions, including interest or exchange rates; (ii) general changes or developments in any of the industries or markets, or in the business conditions in the geographic regions, in which the Acquired Entity or any of its Subsidiaries operate (or applicable portions or segments of such industries or markets); (iii) changes in any applicable U.S. Laws or accounting regulations or principles or interpretations thereof; (iv) any change in the price or trading volume of the Acquired Entitys securities or other financial instruments or change in the Acquired Entitys credit rating, in and of itself (provided that the facts or occurrences giving rise to or contributing to such change that are not otherwise excluded from the definition of Acquired Entity Material Adverse Effect may be taken into account in determining whether an Acquired Entity Material Adverse Effect has occurred); (v) any failure by the Acquired Entity to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operation or any published analyst or other third party estimates or expectations of the Acquired Entitys revenue, earnings or other financial performance or results of operations for any period, in and of itself (provided that the facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of Acquired Entity Material Adverse Effect may be taken into account in determining whether an Acquired Entity Material Adverse Effect has occurred); (vi) any outbreak or escalation of hostilities or war or any act of terrorism, or any acts of God, weather-related events, fires or natural disasters; (vii) any action taken or not taken at the express written request of Parent after the date of the Acquisition Agreement; or (viii) the public announcement or pendency of the Merger or the other transactions contemplated by the Acquisition Agreement or the identity of Parent; provided that if the facts, circumstances, events, changes, occurrences or effects set forth in clauses (i) through (iii) and (vi) above have a material disproportionate impact on the Acquired Entity and its Subsidiaries, taken as a whole, relative to the other participants in the industries in which the Acquired Entity and its Subsidiaries operate, such facts, circumstances, events, changes, occurrences or efforts may be taken into account in determining whether an Acquired Entity Material Adverse Effect has occurred. Terms capitalized in this definition, other than Acquired Entity and Acquisition Agreement, have the meanings assigned to them in the Acquisition Agreement as in effect on October 23, 2016.

Definitions from Bridge Credit Agreement

BRIDGE CREDIT AGREEMENT dated as of December 16, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement) among ROCKWELL COLLINS, INC., the LENDERS listed on the signature pages hereof and JPMORGAN CHASE BANK, N.A., as Agent.

Definitions. The following terms, as used herein, have the following meanings: Acquired Entity means B/E Aerospace, Inc., a Delaware corporation. Acquired Entity Material Adverse Effect means, with respect to the Acquired Entity, any event, occurrence, development or change that has a material adverse effect on the business, financial condition or results of operations of the Acquired Entity and its Subsidiaries, taken as a whole; provided, however, that none of the following (or the results thereof) shall constitute or be taken into account in determining whether an Acquired Entity Material Adverse Effect shall have occurred: (i) changes in general economic, financial market, regulatory, business, financial, political, geopolitical, credit or capital market conditions, including interest or exchange rates; (ii) general changes or developments in any of the industries or markets, or in the business conditions in the geographic regions, in which the Acquired Entity or any of its Subsidiaries operate (or applicable portions or segments of such industries or markets); (iii) changes in any applicable U.S. Laws or accounting regulations or principles or interpretations thereof; (iv) any change in the price or trading volume of the Acquired Entitys securities or other financial instruments or change in the Acquired Entitys credit rating, in and of itself (provided that the facts or occurrences giving rise to or contributing to such change that are not otherwise excluded from the definition of Acquired Entity Material Adverse Effect may be taken into account in determining whether an Acquired Entity Material Adverse Effect has occurred); (v) any failure by the Acquired Entity to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operation or any published analyst or other third party estimates or expectations of the Acquired Entitys revenue, earnings or other financial performance or results of operations for any period, in and of itself (provided that the facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of Acquired Entity Material Adverse Effect may be taken into account in determining whether an Acquired Entity Material Adverse Effect has occurred); (vi) any outbreak or escalation of hostilities or war or any act of terrorism, or any acts of God, weather-related events, fires or natural disasters; (vii) any action taken or not taken at the express written request of Parent after the date of the Acquisition Agreement; or (viii) the public announcement or pendency of the Merger or the other transactions contemplated by the Acquisition Agreement or the identity of Parent; provided that if the facts, circumstances, events, changes, occurrences or effects set forth in clauses (i) through (iii) and (vi) above have a material disproportionate impact on the Acquired Entity and its Subsidiaries, taken as a whole, relative to the other participants in the industries in which the Acquired Entity and its Subsidiaries operate, such facts, circumstances, events, changes, occurrences or efforts may be taken into account in determining whether an Acquired Entity Material Adverse Effect has occurred. Terms capitalized in this definition, other than Acquired Entity and Acquisition Agreement, have the meanings assigned to them in the Acquisition Agreement as in effect on October 23, 2016.

Definitions from Credit Agreement

FIVE-YEAR CREDIT AGREEMENT dated as of December 16, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement) among ROCKWELL COLLINS, INC., the LENDERS listed on the signature pages hereof and JPMORGAN CHASE BANK, N.A., as Agent.

Definitions. The following terms, as used herein, have the following meanings: Absolute Rate Auction means a solicitation of Competitive Bid Quotes setting forth Competitive Bid Absolute Rates pursuant to Section 2.03. Acquired Entity means B/E Aerospace, Inc., a Delaware corporation. Acquisition means the acquisition by the Company of the Acquired Entity, made pursuant to the Acquisition Agreement. Acquisition Agreement means the Agreement and Plan of Merger, dated as of the Acquisition Agreement Date (organization) values">Acquisition Agreement Date, among the Acquired Entity, the Company and Quarterback Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of the Company. Acquisition Agreement Date means October 23, 2016. Acquisition Increase Date means the date of closing of the Acquisition, but only if such closing occurs not later than the Acquisition Increase Termination Date. Acquisition Increase Date Adjustment has the meaning set forth in the definition of Commitment. Acquisition Increase Termination Date means the earlier of (i) the date on which the Acquisition shall be terminated or abandoned pursuant to the Acquisition Agreement and (ii) 5:00 p.m. (New York City time) on October 21, 2017. Administrative Questionnaire means, with respect to each Lender, an administrative questionnaire in the form prepared by the Agent and submitted to the Agent (with a copy to the Company) duly completed by such Lender. Affected Lender shall mean any Lender whose credit ratings from Moodys and S&P fall below Baa3 and BBB-, respectively, but only if the Company notifies the Agent of Companys designation of such Lender as an Affected Lender hereunder. Agent means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity.

Definitions from Credit Agreement

FIVE-YEAR CREDIT AGREEMENT dated as of December 16, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement) among ROCKWELL COLLINS, INC., the LENDERS listed on the signature pages hereof and JPMORGAN CHASE BANK, N.A., as Agent.

Definitions. The following terms, as used herein, have the following meanings: Absolute Rate Auction means a solicitation of Competitive Bid Quotes setting forth Competitive Bid Absolute Rates pursuant to Section 2.03. Acquired Entity means B/E Aerospace, Inc., a Delaware corporation. Acquisition means the acquisition by the Company of the Acquired Entity, made pursuant to the Acquisition Agreement. Acquisition Agreement means the Agreement and Plan of Merger, dated as of the Acquisition Agreement Date (organization) values">Acquisition Agreement Date, among the Acquired Entity, the Company and Quarterback Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of the Company. Acquisition Agreement Date means October 23, 2016. Acquisition Increase Date means the date of closing of the Acquisition, but only if such closing occurs not later than the Acquisition Increase Termination Date. Acquisition Increase Date Adjustment has the meaning set forth in the definition of Commitment. Acquisition Increase Termination Date means the earlier of (i) the date on which the Acquisition shall be terminated or abandoned pursuant to the Acquisition Agreement and (ii) 5:00 p.m. (New York City time) on October 21, 2017. Administrative Questionnaire means, with respect to each Lender, an administrative questionnaire in the form prepared by the Agent and submitted to the Agent (with a copy to the Company) duly completed by such Lender. Affected Lender shall mean any Lender whose credit ratings from Moodys and S&P fall below Baa3 and BBB-, respectively, but only if the Company notifies the Agent of Companys designation of such Lender as an Affected Lender hereunder. Agent means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity.

Definitions from Investment Agreement

This INVESTMENT AGREEMENT (this Agreement), is entered into as of December 6, 2016 (the Closing Date) by and between PDC Energy, Inc., a Delaware corporation (the Company), and each of the Investors identified on Schedule 2.01 of this Agreement (collectively, the Investors and each individually, an Investor). This Agreement shall be deemed to have been entered into simultaneously with the closings of the transactions contemplated by that certain Asset Purchase and Sale Agreement by and among 299 Resources, LLC, 299 Production, LLC, 299 Pipeline, LLC, Kimmeridge Energy Management Company GP, LLC (Kimmeridge Energy), and the Company (the Acquisition Agreement). The Acquisition Agreement was entered into on August 23, 2016 (the Acquisition Agreement Date).

Definitions. As used in this Agreement, the following terms have the following meanings: Acquisition has the meaning set forth in the Recitals of this Agreement. Acquisition Agreement has the meaning set forth in the preamble to this Agreement. Acquisition Agreement Date has the meaning set forth in the preamble to this Agreement. Actions has the meaning set forth in Section 3.11 of this Agreement. Affiliate means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, control (including, with correlative meanings, controlling, controlled by and under common control with) shall mean 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. Agreement has the meaning set forth in the preamble to this Agreement. Arris has the meaning set forth in the Recitals of this Agreement. Arris Investment Agreement means that certain Investment Agreement, by and among the Arris Investors and the Company, dated the date hereof. Arris Investors has the meaning given to the term Investors in the Arris Investment Agreement Arris Selling Holders has the meaning given to the term Selling Holders in the Arris Investment Agreement. Arris Stock Acquisition has the meaning set forth in the Recitals of this Agreement. Arris Stock Purchase Agreement has the meaning set forth in the Recitals of this Agreement. Arris Transfer Restricted Securities has the meaning given to the term Transfer Restricted Securities in the Arris Investment Agreement. Beneficially Own means, with respect to any securities, having beneficial ownership of such securities for purposes of Rule 13d-3 under the Exchange Act (or any successor statute or regulation). Blackout and Delay Events has the meaning set forth in Section 8.04 of this Agreement. Board of Directors means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday or other day on which commercial banks in Denver, Colorado or New York, New York are authorized or required by Law or executive order to close. Bylaws means the bylaws of the Company, as amended from time to time prior to the date hereof. Certificate of Incorporation means the Certificate of Incorporation of the Company, as amended from time to time prior to the date hereof. Closing has the meaning set forth in Section 2.02 of this Agreement. Closing Date has the meaning set forth in the preamble to this Agreement. Closing Securities means 3,657,544 shares of Common Stock. Code means the Internal Revenue Code of 1986, as amended. Common Stock means shares of the Companys common stock, par value $.01 per share, and any shares of Common Stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, recapitalization, merger, consolidation or other corporate reorganization). Company has the meaning set forth in the preamble to this Agreement. Company Financial Statements has the meaning set forth in Section 3.03 of this Agreement. Company Organizational Documents means the Certificate of Incorporation and the Bylaws. Company Related Parties has the meaning set forth in Section 6.02 of this Agreement. Company SEC Documents has the meaning set forth in Section 3.03 of this Agreement. Company Stock Plans has the meaning set forth in Section 3.04 of this Agreement. Confidentiality Agreements has the meaning set forth in the Acquisition Agreement. Contract means any contract, agreement, indenture, note, bond, mortgage, deed of trust, loan, instrument, lease, license, commitment or other arrangement, understanding, undertaking, commitment or obligation, whether written or oral. Controlled Group has the meaning set forth in Section 3.20 of this Agreement. Credit Facility has the meaning set forth in Section 3.04 of this Agreement. Director means any member of the Board of Directors. Drilling Partnership has the meaning set forth in Section 3.01 of this Agreement. Environmental Law has the meaning set forth in Section 3.19(a) of this Agreement. Effectiveness Period has the meaning set forth in Section 8.02 of this Agreement. Equity Compensation Plans has the meaning set forth in Section 3.07 of this Agreement. ERISA has the meaning set forth in Section 3.20 of this Agreement. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder. Expected Effectiveness Date has the meaning set forth in Section 8.02 of this Agreement. Expected Filing Date has the meaning set forth in Section 8.02 of this Agreement. Fundamental Representations means (a) with respect to the Company, the rep