Board of Directors of the Company Uses in Certain Definitions Clause

Certain Definitions from Equity Incentive Plan

Certain Definitions. Absolute Share Limit shall have the meaning given such term in Section 1.5 of this Plan. Affiliate shall mean (i) any person directly or indirectly controlling, controlled by, or under common control with such other person, (ii) any executive officer or general partner of such other person and (iii) any legal entity for which such person acts as an executive officer or general partner. Agreement shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award. Award shall mean any Option (including any Incentive Stock Option or any Nonqualified Stock Option), SAR, Bonus Stock Award, Restricted Stock Award, Restricted Stock Unit Award, Performance Award, Other Equity-Based Award (including LTIP Units), or Substitute Award, together with any other right or interest, granted to a Participant. Board shall mean the Board of Directors of the Company. Bonus Stock shall mean shares of Common Stock which are not subject to a Restriction Period or Performance Measures. Bonus Stock Award shall mean an award of Bonus Stock under this Plan. Change in Control shall have the meaning set forth in Section 6.8(b). Class A Shares shall mean the Class A common stock, $0.001 par value per share, of the Company, and all rights appurtenant thereto. Code shall mean the Internal Revenue Code of 1986, as amended. Committee shall mean the Compensation Committee designated by the Board, consisting of two or more members of the Board, each of whom may be (i) a Non-Employee Director within the meaning of Rule 16b-3 under the Exchange Act, (ii) an outside director within the meaning of Section 162(m) of the Code (if awards under this Plan are subject to the deduction limitation of Section 162(m) of the Code) and (iii) independent within the meaning of the rules of the New York Stock Exchange or any other stock exchange on which the shares of Common Stock have been listed by the Company. If there is no Compensation Committee, then Committee shall mean the Board; provided, however, that any action taken by the Committee shall be valid and effective, whether or not the members of the Committee at the time of such action are later determined not to have satisfied the foregoing requirements or otherwise provided in any charter of the Committee; and provided further that with respect to awards made to a Non-Management Director, Committee shall mean the Board. Common Stock shall mean the common stock, par value $0.001 per share, of the Company, and all rights appurtenant thereto. Company shall mean TPG RE Finance Trust, Inc., a Maryland corporation, or any successor thereto. Consultant shall mean any consultant or advisor, including a consultant or advisor of the Manager or any of its Affiliates, who is a natural person and who provides services to the Company or any Subsidiary, so long as that person (i) renders bona fide services that are not in connection with the offer and sale of the Companys securities in a capital raising transaction, (ii) does not directly or indirectly promote or maintain a market for the Companys securities, and (iii) otherwise qualifies as a consultant under the applicable rules of the Securities and Exchange Commission for registration of securities on a Form S-8 registration statement (or any successor thereto). Dividend Equivalent Right shall mean the right, subject to the terms and conditions prescribed by the Committee, of a Participant to receive (or have credited) cash, securities, or other property in amounts equivalent to the cash, securities, or other property dividends declared on shares of Common Stock with respect to specified Restricted Stock Units, Performance Awards, or Other Equity-Based Awards of units denominated in shares of Common Stock or other Company securities, as determined by the Committee, in its sole discretion. Except as otherwise provided by the Committee, Dividend Equivalent Rights payable on a Restricted Stock Unit award, a Performance Award, or an Other Equity-Based Award that does not become non-forfeitable solely on the basis of continued employment or service shall be accumulated and distributed, without interest, only when and to the extent that, the underlying award is vested and earned. The Committee may provide that Dividend Equivalent Rights (if any) shall be automatically reinvested in additional shares of Common Stock or otherwise reinvested, applied to the purchase of additional Awards under this Plan, or deferred without interest to the date of vesting of the associated Award. Effective Date shall mean [*], the date on which this Plan was adopted by the Board, subject to obtaining the approval of the Companys stockholders. Exchange Act shall mean the Securities Exchange Act of 1934, as amended. Fair Market Value shall mean, as of any specified date, (i) if the Common Stock is listed on a national securities exchange, the closing sales price of a share of Common Stock, as reported on the stock exchange composi

Certain Definitions from Deferred Compensation Plan

Certain Definitions. The term SIRs (Stock Incentive Rights) used in this Plan includes restricted stock awards, restricted stock units and other equity-based awards issued under equity-based compensation plans of the Company or the Predecessor Company. The term Committee used in this Plan means the Benefit Plans Committee of the Company. The term Company means the Company as defined above in Section 1.1 and any successor to its business and/or assets which assumes the Plan by operation of law or otherwise. The term Board means the Board of Directors of the Company.

Certain Definitions from Incentive Plan

Certain Definitions. Agreement shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award. Board shall mean the Board of Directors of the Company. Change in Control shall have the meaning set forth in Section 5.8(c). Code shall mean the Internal Revenue Code of 1986, as amended. Committee shall mean the Committee designated by the Board, consisting of two or more members of the Board, each of whom may be (i) a Non-Employee Director within the meaning of Rule 16b-3 under the Exchange Act, (ii) an outside director within the meaning of Section 162(m) of the Code and (iii) independent within the meaning of the rules of The New York Stock Exchange or, if the Common Stock is not listed on The New York Stock Exchange, within the meaning of the rules of the principal national stock exchange on which the Common Stock is then traded. Common Stock shall mean the common stock, par value $0.001 per share, of the Company, and all rights appurtenant thereto. Company shall mean Navigant Consulting, Inc., a Delaware corporation, or any successor thereto. Corporate Transaction shall have the meaning as set forth in Section 5.8(c)(iii). Exchange Act shall mean the Securities Exchange Act of 1934, as amended. Fair Market Value shall mean the closing transaction price of a share of Common Stock as reported on The New York Stock Exchange on the date as of which such value is being determined or, if the Common Stock is not listed on The New York Stock Exchange, the closing transaction price of a share of Common Stock on the principal national stock exchange on which the Common Stock is traded on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported; provided, however, that if the Common Stock is not listed on a national stock exchange or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee in good faith and in accordance with Section 409A of the Code. Free-Standing SAR shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder thereof to receive, upon exercise, shares of Common Stock (which may be Restricted Stock) or, to the extent set forth in the applicable Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised. Incentive Stock Option shall mean an option to purchase shares of Common Stock that meets the requirements of Section 422 of the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option. Incumbent Board shall have the meaning set forth in Section 5.8(c)(ii). Non-Employee Director shall mean any director of the Company who is not an officer or employee of the Company or any Subsidiary. Nonqualified Stock Option shall mean an option to purchase shares of Common Stock which is not an Incentive Stock Option. Outstanding Common Stock shall have the meaning set forth in Section 5.8(c)(i). Outstanding Voting Securities shall have the meaning set forth in Section 5.8(c)(i). Performance Awards shall mean a right to receive an amount of cash, shares of Common Stock, or a combination of both, contingent upon the attainment of specified Performance Measures within a specified Performance Period. Performance Measures shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition to the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction Period or Performance Period as a condition to the vesting of the holders interest in the shares of Common Stock subject to an award or the holders receipt of the shares of Common Stock or payment with respect to an award, as applicable. To the extent necessary for an award to be qualified performance-based compensation under Section 162(m) of the Code and the regulations thereunder, such criteria and objectives shall be one or more of the following corporate-wide or subsidiary, division, operating unit or individual measures: the attainment by a share of Common Stock of a specified Fair Market Value for a specified period of time, earnings per share, return on assets, return on equity, return on investments, return on invested capital, total shareholder return, earnings or net income of the Company before or after taxes and/or interest, EBITDA, revenues, market share, cash flow or cost reduction goals, interest expense, economic value created, gross margin, operating margin, net cash provided by operations, and strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion goals,

Certain Definitions from Form of Indemnification Agreement

WHEREAS, it is essential that the Company be able to retain and attract as directors and officers the most capable persons available;

Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement:(a)Agreement: means this Indemnification Agreement, as amended from time to time hereafter.(b)Board of Directors: means the Board of Directors of the Company.(c)Change in Control shall be deemed to have occurred upon any of the following events:(i)A merger, recapitalization, consolidation, or other similar transaction to which the Company is a party, unless securities representing at least 50% of the combined voting power of the then-outstanding securities of the surviving entity or a parent thereof are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company's outstanding voting securities immediately before the transaction;(ii)A sale, transfer or disposition of all or substantially all of the Company's assets, unless securities representing at least 50% of the combined voting power of the then-outstanding securities of the entity acquiring the Company's assets or parent thereof are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company's outstanding voting securities immediately before the transaction;(iii)A merger, recapitalization, consolidation or other transaction to which the Company is a party or the sale, transfer or other disposition of all or substantially all of the Company's assets if, in either case, the members of the Company's Board of Directors immediately prior to consummation of the transaction do not, upon consummation of the transaction, constitute at least a majority of the board of directors of the surviving entity or the entity acquiring the Company's assets, as the case may be, or a parent thereof (for this purpose, any change in the composition of the Company's Board of Directors that is anticipated or pursuant to an understanding or agreement in connection with a transaction will be deemed to have occurred at the time of the transaction); or(iv)During any period of twelve (12) consecutive months, a majority of the members of the Board of Directors ceases to be composed of individuals (i) who were members of the Board of Directors on the first day of such period, (ii) whose election or nomination to the Board of Directors was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of the Board of Directors, or (iii) whose election or nomination to the Board of Directors was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of the Board of Directors.(d)Exchange Act: means the Securities Exchange Act of 1934, as amended. (e)Expenses: shall be broadly construed and shall include all direct and indirect losses, liabilities, damages, expenses, including fees and expenses of attorneys, fees and expenses of accountants, court costs, transcript costs, fees and expenses of experts, witness fees and expenses, travel expenses, printing and binding costs, telephone charges, delivery service fees, the premium, security for, and other costs relating to any bond (including cost bonds, appraisal bonds, or their equivalents), judgments, fines, penalties (whether civil, criminal or other), ERISA excise taxes assessed on a person with respect to an employee benefit plan, and amounts paid or payable in connection with any judgment, award or settlement, including any interest, assessments, any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any indemnification or expense advancement payments, and all other disbursements or expenses incurred in connection with (i) the investigation, preparation, prosecution, defense, settlement, mediation, arbitration and appeal of a Proceeding (as defined below), (ii) serving as an actual or prospective witness, or preparing to be a witness in a Proceeding, or other participation in, or other preparation for, any Proceeding, (iii) any compulsory interviews or depositions related to a Proceeding, (iv) any non-compulsory interviews or depositions related to a Proceeding, subject to the person receiving advance written approval by the Company to participate in such interviews or depositions, (v) responding to, or objecting to, a request to provide discovery in any Proceeding, and (vi) establishing or enforcing a right to indemnification under this Agreement, the Bylaws, the Certificate, applicable law or otherwise. Expenses shall also include any federal, state, local and foreign taxes imposed on such person as a result of the actual or deemed receipt of any payments under this Agreement.(f)Indemnifiable Event: means any event or occurrence, whether occurring before, on or after the date of this Agreement, related to or arising out of the fa

Certain Definitions from Deferred Compensation Plan

Certain Definitions. The term SIRs (Stock Incentive Rights) used in this Plan includes restricted stock awards, restricted stock units and other equity-based awards issued under equity-based compensation plans of the Company or the Predecessor Company. The term Committee used in this Plan means the Benefit Plans Committee of the Company. The term Company means the Company as defined above in Section 1.1 and any successor to its business and/or assets which assumes the Plan by operation of law or otherwise. The term Board means the Board of Directors of the Company.

Certain Definitions from Stock Incentive Plan

Certain Definitions. In addition to the defined terms set forth elsewhere in this Plan, the terms set forth below, shall, when capitalized, have the following respective meanings. Agreement shall mean the written agreement evidencing an award hereunder between the Company and the recipient of such award. Award shall mean a Bonus Stock Award, Performance Share Award, Restricted Stock Award or a Restricted Stock Unit Award. Board shall mean the Board of Directors of the Company. Bonus Stock shall mean shares of Common Stock that are not subject to a Restriction Period or Performance Measures. Bonus Stock Award shall mean an award of Bonus Stock under this Plan. Cause shall mean the willful and continued failure to substantially perform the duties assigned by the Company (other than a failure resulting from the Participants Disability), the willful engaging in conduct which is demonstrably injurious to the Company or any Subsidiary, monetarily or otherwise, including conduct that, in the reasonable judgment of the Committee, no longer conforms to the standard of the Companys executives, any act of dishonesty, commission of a felony, or a significant violation of any statutory or common law duty of loyalty to the Company. Change in Control shall have the meaning set forth in Section 5.8(b). Code shall mean the Internal Revenue Code of 1986, as amended. Committee shall mean the Compensation Committee of the Board or a subcommittee thereof, or any other committee designated by the Board to administer this Plan, consisting of two or more members of the Board, each of whom shall be (i) a Non-Employee Director within the meaning of Rule 16b-3 under the Exchange Act, (ii) an outside director within the meaning of Section 162(m) of the Code, and (iii) an Independent Director within the meaning of the rules of the New York Stock Exchange. Common Stock shall mean the common stock, $.01 par value, of the Company. Disability Date shall mean the date on which a Participant becomes a Disabled Participant under the Ingredion Incorporated Retirement Savings Plan for Salaried Employees (the Ingredion Savings Plan) or a successor to such plan or any such similar plan containing a disability provision applicable to the Participant. If a Participant is not covered by the Ingredion Savings Plan or a similar plan containing a disability provision, the determination of whether the Participant has a Disability Date shall be made by the Committee by applying the provisions of the Ingredion Savings Plan as if the Participant were a participant of such plan or any similar plan that the Committee determines to be appropriate. Exchange Act shall mean the Securities Exchange Act of 1934, as amended. Fair Market Value shall mean the closing price of a share of Common Stock as reported in the New York Stock Exchange Composite Transactions on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported; provided, however, that, in the case of the exercise of an Incentive Stock Option or Non-Statutory Stock Option through a broker, Fair Market Value for the purpose of tax withholding shall mean the sales price received for a share of Common Stock and, provided further, that Fair Market Value may be determined by the Committee by whatever other means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate. Free-Standing SAR shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder thereof to receive, upon exercise, shares of Common Stock (which may be Restricted Stock), cash or a combination thereof with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised. Incentive Stock Option shall mean an option to purchase shares of Common Stock which meets the requirements of Section 422 of the Code, or any successor provision, and which is intended by the Committee to constitute an Incentive Stock Option. Non-Statutory Stock Option shall mean an option to purchase shares of Common Stock that is not an Incentive Stock Option. Participant shall mean an individual who has been granted an Incentive Stock Option, a Non-Statutory Stock Option, an SAR, a Bonus Stock Award, a Performance Share Award, a Restricted Stock Award or a Restricted Stock Unit Award. Performance Measures shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition to the exercisability of all or a portion of an option or SAR, (ii) as a condition to the grant of a Stock Award or (iii) during the applicable Restriction Period or Performance Period as a condition to the holders receipt of Common Stock subject to a Restricted Stock Award, Restricted Stock Unit Award or a Performa

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 Warrant Agreement

This WARRANT AGREEMENT, dated as of October 28, 2016 (this Agreement), is made by and among JACK COOPER ENTERPRISES, INC., a Delaware corporation (the Company) and SOLA LTD, a Cayman Islands exempted company, ULTRA MASTER LTD, a Cayman Islands exempted company and SOLUS OPPORTUNITIES FUND 5 LP, a Delaware limited partnership, as the initial investors (each, together with its successors and assigns, an Investor and together, the Investors). In addition, Section 3(g) of this Agreement is acknowledged and agreed to by each of the Majority Equityholders.

Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings: Affiliate of any specified Person means (a) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person and (b) any director or Officer of such specified Person. For purposes of this definition, control, as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided, that beneficial ownership of 10% or more of the voting stock of a Person shall be deemed to be control. For purposes of this definition, the terms controlling, controlled by and under common control with have correlative meanings. Agreement shall have the meaning given to such term in the preamble. Board of Directors means, as to any Person, the board of directors or similar governing body of such Person or any duly authorized committee thereof. Business Day means any day other than a Legal Holiday. Cashless Exercise Ratio means a ratio equal to a fraction, the numerator of which is the Fair Market Value per share of each Warrant Share issuable upon exercise of a Warrant in accordance with the terms of this Agreement on the date of exercise minus the Exercise Price per share of such Warrant Share on the date of exercise, and the denominator of which is the Fair Market Value per share on the date of exercise. Change of Control shall have the meaning given to such term in the Credit Agreement. Class A Common Stock means the Class A Common Stock, par value $.0001 per share, of the Company. Class B Common Stock means the Class B Common Stock, par value $.0001 per share, of the Company. Common Stock means shares now or hereafter authorized of any class of common shares of the Company however designated, that have the right (subject to any prior rights of any class or series of preferred stock) to participate in any distribution of the assets or earnings of the Company without limit as to per share amount, including the Class A Common Stock and the Class B Common Stock. Company shall have the meaning given to such term in the preamble. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended. Exercise Price means $0.01 per Warrant Share, as adjusted as herein provided. Expiration Date means April 26, 2027. Fair Market Value (a) per share of Class B Common Stock as of any date shall equal (i) if Class B Common Stock is primarily traded on a securities exchange, the last sale price of such Class B Common Stock on such securities exchange on the trading day immediately prior to such date, or if no sale occurred on such day, the mean between the closing bid and asked prices on such day, (ii) if the principal market for Class B Common Stock is in the over-the- counter market, the closing sale price of such Class B Common Stock on the trading day immediately prior to such date, as published by the National Association of Securities Dealers Automated Quotation System or similar organization, or if such price is not so published on such day, the mean between the closing bid and asked prices, if available, on such day, which prices may be obtained from any reputable pricing service, broker or dealer reasonably satisfactory to the Company and (iii) if neither clause (i) nor clause (ii) is applicable, the fair market value of a share of Common Stock on such date as determined in good faith by the Board of Directors of the Company (without applying any marketability, minority or other discounts); provided that if shares of Class B Common Stock have been sold in arms-length transactions by the Company within the 90-day period prior to the determination of Fair Market Value, the Fair Market Value determined pursuant to this clause (iii) shall not be less than the highest price paid for such shares during such period and (b) of any other equity securities or interests of the Company shall be the fair value of such interests based on the amount that such interests would receive in connection with a Change of Control at fair value occurring as of the date of determination, as determined in good faith by the Board. Holder means any registered holder of a Warrant (including, initially and for so long as they hold the Warrants, the Investors). Indemnified Parties shall have the meaning given to such term in Section 9(o). Inspectors shall have the meaning given to such term in Section 9(m). Institutional Accredited Investor means an institution that is an accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, which is not also a QIB. IPO means an underwritten initial public offering of the equity securities of the Company or any other entity which is a direct or indirect Subsidiary of the Company or any successor corporation of any of the foregoing under t

Certain Definitions from Right of First Refusal and Co Sale Agreement

This Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement (this Agreement) is made as of May 19, 2016 by and among GDS Holdings Limited, an exempted company organized and existing under the laws of the Cayman Islands (the Company), the entities as listed on Exhibit A attached hereto (the Series A Shareholders), the entities listed on Exhibit A-1 attached hereto (the Series B Shareholders), the entities listed on Exhibit A-2 attached hereto (the Series A* Shareholders), the entities listed on Exhibit A-3 attached hereto (the Series B1 Shareholders), the entities listed on Exhibit A-3 attached hereto (the Series B2 Shareholders), the entity listed on Exhibit A-3 attached hereto (the Series B4 Shareholder), the entity listed on Exhibit A-3 attached hereto (the Series B5 Shareholder), the entity listed on Exhibit A-4 attached hereto (the Series C Shareholder), the individuals and entities listed on Exhibit B attached hereto (each a Key Founder and collectively, the Key F

Certain Definitions. For the purpose of this Agreement, the following terms shall have the following meanings: Affiliate shall mean, in respect of a Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural Person, shall include, without limitation, such Persons spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, (ii) in the case of a Preferred Shareholder, shall include (A) any Person who holds shares as a nominee for such Preferred Shareholder, (B) any shareholder of such Preferred Shareholder, (C) any Person which has a direct and indirect interest in such Preferred Shareholder(including, if applicable, any general partner or limited partner) or any fund manager thereof, (D) any Person that directly or indirectly controls, is controlled by, under common control with, or is managed by such Preferred Shareholder or its fund manager, (E) the relatives of any individual referred to in (B) above, and (F) any trust controlled by or held for the benefit of any individual referred to in (B) above. For the purpose of this definition, unless otherwise defined herein, control (and correlative terms) shall mean the direct or indirect power, whether by contract, equity ownership or otherwise, to direct the policies or management of a Person; provided that the direct or indirect ownership of twenty-five percent (25%) or more of the voting power of a Person is deemed to constitute control of that Person. Affected Founders Shares shall have the same meaning as defined in Section 10(b). Amended Articles shall mean the Companys Seventh Amended and Restated Articles of Association, as may be amended from time to time. Applicable Preferred Shareholder Shares shall have the same meaning as defined in Section10(b). Approved Third Party Purchaser shall mean a bona fide Person that does not already hold any interests in the Company. as-converted basis shall have the meaning as defined in the Amended Articles. Attributed Value shall have the same meaning as defined in Section10(b). Board and Board of Directors shall mean the Board of Directors of the Company. Brilliant Wise shall mean Brilliant Wise Holdings Limited, a BVI business company. BVI shall mean the British Virgin Islands. Business Day shall have the meaning as defined in the Amended Articles. Closing shall mean completion of the Share Transfer and the transaction contemplated by the Share Swap Agreement. Confirmation Notice shall have the meaning as defined in Section 3(c). Co-Sale Eligible Shares shall have the meaning as defined in Section 3(f). Co-Sale Shareholder shall have the meaning as defined in Section 5(a)(i). Co-Sale Period shall have the meaning as defined in Section 5(a)(i). Deed of Adherence shall mean the form of deed of adherence set out in Schedule 1. Dispute shall have the meaning as defined in Section 11(f). EDC Group shall mean EDC Group Limited, a company incorporated and existing under the laws of the British Virgin Islands. Equity Securities shall mean the Ordinary Shares or the Preferred Shares, or any securities convertible into, exchangeable for or exercisable for the Ordinary Shares now or hereafter held, directly or indirectly, by any Person. Excel Prayer shall mean Excel Prayer Ltd., a BVI business company, which is a shareholder of Global Data Solutions. Existing Preferred RFO Notice shall have the meaning as defined in Section 4(b)(ii)(2). Existing Preferred RFO Offering Period shall have the meaning as defined in Section 4(b)(ii)(2). Existing Preferred Seller shall mean an Existing Preferred Shareholder proposing to Transfer any Equity Securities. Existing Preferred Shareholders shall mean all the holders of the then outstanding Existing Preferred Shares from time to time; and Existing Preferred Shareholder shall mean any of them. Existing Preferred Shares shall mean Series A Shares, Series A* Shares, Series B Shares, Series B1 Shares, Series B2 Shares, Series B4 Shares, and Series B5 Shares of the Company, issued and outstanding immediately following the Closing. Existing Preferred Transfer Offering Period shall have the meaning as defined in Section 4(a)(ii)(2). Expert shall have the same meaning as defined in Section 10(c). Fair Value shall have the same meaning as defined in Section 10(c). Fully Participating Preferred Shareholders shall have the meaning as defined in Section 3(b)(ii). GDS Enterprises shall mean GDS Enterprises Limited, a company incorporated and existing under the laws of the British Virgin Islands. Global Data Solutions shall mean Global Data Solutions Limited, an exempted Cayman Islands company, which is an Ordinary Shareholder of the Company. HKIAC shall mean the Hong Kong International Arbitration Centre. IPO shall mean the Companys first public offering of any of its securities to the general public pursuant to (i) a registration statement file

Certain Definitions from Stockholder Agreement

This STOCKHOLDER AGREEMENT (this "Agreement"), dated as of September 9, 2016 is entered into by and between DASAN Zhone Solutions, Inc., a Delaware corporation (the "Company"), and DASAN Networks, Inc., a company incorporated under the laws of Korea (the "Stockholder").

Certain Definitions. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Merger Agreement. As used in this Agreement, the following terms shall have the following respective meanings:"Additional Owned Shares" means all shares of the Company Common Stock and any other equity securities of the Company that are beneficially owned by the Stockholder or any of its affiliates and are acquired after the date hereof and prior to the termination of this Agreement."affiliate" has the meaning set forth in the Merger Agreement; provided, however, that the Company shall be deemed not to be an affiliate of the Stockholder."beneficial ownership" (and related terms such as "beneficially owned" or "beneficial owner") has the meaning set forth in Rule 13d-3 under the Exchange Act. "Board" means the Board of Directors of the Company."business day" has the meaning set forth in the Merger Agreement."Covered Shares" means the Owned Shares and Additional Owned Shares."Director Nominee" means each person that is nominated by the Board or any committee thereof for election to the Board in accordance with Article V, Section 2 of the Amended and Restated Bylaws of the Company."Disclosed Owned Shares" has the meaning assigned thereto in Section 5(a) hereof."Initial Director" means each person that is a member of the Board immediately after the Effective Time, as designated and appointed in accordance with Section 1.7(b) of the Merger Agreement."Owned Shares" means all shares of the Company Common Stock and any other equity securities of the Company which are beneficially owned by the Stockholder or any of its affiliates as of the date hereof."person" means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization or other entity or group (as defined in Section 13(d) of the Exchange Act)."Term" has the meaning assigned thereto in Section 6 hereof."Transfer" means, with respect to a security, the transfer, pledge, hypothecation, encumbrance, assignment or other disposition (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of such security or the beneficial ownership thereof, the offer to make such a transfer or other disposition, and each option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, "Transfer" shall have a correlative meaning.