Broadridge Financial Solutions, Inc. Uses in Definitions Clause

Definitions from Common Stock Purchase Agreement

This common stock purchase agreement (this Agreement) is made as of June 23, 2017, by and between (Purchaser), and Digimarc Corporation, an Oregon corporation (the Company).

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1: Base Prospectus means the prospectus, dated June 9, 2017, contained in the Registration Statement. Closing means the closing of the purchase and sale of the Shares pursuant to Section 2.2. Closing Date means the Trading Day on which all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Shares, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Disclosure Package means, collectively, the Prospectus, together with the documents incorporated by reference therein. Exchange Act means the Securities Exchange Act of 1934. Prospectus means the Prospectus Supplement, together with the Base Prospectus. Prospectus Supplement means the supplement to the Base Prospectus complying with Rule 424(b) of the Securities Act that is filed with the Commission and delivered by the Company to the Purchaser at the Closing. Registration Statement means the effective registration statement with Commission File No. 333-218300 that registers the sale of the Shares to the Purchaser, as such Registration Statement may be amended and supplemented from time to time (including pursuant to Rule 462(b) of the Securities Act). Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Shares means 500,000 shares of Common Stock issued or issuable to the Purchaser pursuant to this Agreement. Short Sales means, all short sales as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and forward sale contracts, options, puts, calls, short sales, put equivalent positions (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements, and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Subscription Amount means $17,775,000, the aggregate amount to be paid for the Shares purchased hereunder in United States dollars and in immediately available funds. Trading Day means a day on which the Nasdaq Global Market is open for trading. Transfer Agent means Broadridge Financial Solutions, Inc., 2 Journal Square, Jersey City, New Jersey 07306, and any successor transfer agent of the Company.

Definitions from Limited Liability Company Agreement

This Limited Liability Company Agreement of Apex Clearing Holdings LLC (this Agreement), dated as of May 31, 2012, is executed and agreed to, for good and valuable consideration, by the Members (as defined below).

Definitions. As used in this Agreement, the following terms have the following meanings: ACS shall mean Apex Clearing Solutions LLC, a Delaware limited liability company. Act means the Delaware Limited Liability Company Act, Del. Code Ann. tit. 6, SS18-101 et seq., as amended from time to time, and any successor statute. Affiliates means with respect to any Person (i) such Person or a member of his immediate family; and (ii) any Person directly or indirectly controlling, controlled by, or under common control with the Person in question. Agreement has the meaning given that term in the first paragraph of this Agreement. Apex Clearing means Ridge Clearing & Outsourcing Solutions, Inc., a New York corporation, which shall be renamed Apex Clearing Corporation on or about the date of closing of the transactions contemplated by the Assignment and Assumption Agreement. Approved Sale has the meaning given that term in Section 10.02(c). Assignment and Assumption Agreement means that certain Assignment and Assumption Agreement, dated as of May 31, 2012 among PFSI and the Company. Broadridge means Broadridge Financial Solutions, Inc., a Delaware corporation. Business Opportunities has the meaning given that term in Section 6.05(c). Capital Contribution means, with respect to any Member, the amount of such Members initial contribution to the capital of the Company, as increased or decreased pursuant to the terms of this Agreement. Certificate has the meaning given that term in Section 2.01. Company means Apex Clearing Holdings LLC, a Delaware limited liability company. Confidential Information has the meaning given that term in Section 9.03(a). Exercise Notice has the meaning given that term in Section 3.02(c). Finally Determined Apex Amounts means, as of the date of determination, any amounts (A) that have been determined to be payable by PFSI or any of its Affiliates to ACS or any of its Affiliates (other than the Company Apex Clearing and their Subsidiaries) (including without limitation under this Agreement or any Related Agreement), in each case, either by (i) written agreement between PFSI and the Managing Member, (ii) a judgment or decree of any court of competent jurisdiction, (iii) any other manner provided for in the Related Agreements or (iv) any other means to which PFSI and the Managing Member shall agree, (B) have not been paid or deemed satisfied pursuant to Section 12.01 and (C) are not Finally Determined Company Amounts. Finally Determined Company Amounts means, as of the date of determination, any amounts (A) that have been determined to be payable by PFSI or any of its Affiliates to the Company, Apex Clearing or any of their Subsidiaries (including without limitation under this Agreement or any Related Agreement), in each case, either by (i) written agreement between PFSI and the Managing Member, (ii) a judgment or decree of any court of competent jurisdiction, (iii) any other manner provided for in the Related Agreements or (iv) any other means to which PFSI and the Managing Member shall agree and (B) have not been paid or deemed satisfied pursuant to Section 12.01. Fund Indemnitors has the meaning given that term in Section 7.03(b). Indemnified Person has the meaning given that term in Section 7.03(a). GAAP means United States Generally Accepted Accounting Principles. Governmental Authority has the meaning given that term in Section 6.01(b). Majority Members means at least two unaffiliated members (including the Managing Member) holding at least a majority of the Percentage of Interests. Management Fee has the meaning given that term in Section 6.01(b). Managing Member has the meaning given that term in Section 6.01(a). Members means PFSI, ACS, QNC, W&W and any other Person admitted to the Company in accordance with this Agreement, including, for the avoidance of doubt, the Managing Member. Membership Interest means the interest of the Members in the Company, including, without limitation, rights to distributions (liquidating or otherwise), and rights to consent or approve. Except as otherwise set forth in the Agreement, all Membership Interests shall have the same rights and preferences. Non-Advisory Subsidiary means any Subsidiary of PEAK6 other than a Subsidiary that is primarily engaged in providing investment advice to one or more accounts or investment funds. For the avoidance of doubt, Non-Advisory Subsidiary shall not include any such account or investment fund. Non-Transferring Member has the meaning given that term in Section 3.02(b). Option Purchase Price means; as of any date of determination, (A) 1.20 times (B) the excess of (i) PFSIs Capital Contribution as of such date (taking into account any increases or decreases in such Capital Contribution pursuant to this Agreement), after such Capital Contribution is debited or credited, as the case may be, with PFSIs pro-rata portion (based on its Percentage of Interests as of such date of determination) of the net consolidated profits or losses of the C

Definitions from Amended and Restated

Definitions. As used in this Agreement, the following terms shall have the following meanings: Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, control (including, with correlative meanings, the terms controlling, controlled by and under common control with) with respect to any Person, 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 the ownership of voting securities, by contract or otherwise. Asset Purchase Agreement means that certain Asset Purchase Agreement dated as of November 2, 2009, among the Company, Buyer, Broadridge Financial Solutions, Inc. and Ridge Clearing & Outsourcing Solutions, Inc. (as amended, restated, or otherwise modified from time to time). Bankruptcy Code means The Bankruptcy Reform Act of 1978, as codified as 11 U.S.C. Section 101 et seq. Business Day means any day other than Saturday, Sunday or other day on which the New York Stock Exchange is authorized or required by Law to close. Capitalized Lease means a lease under which the Issuer or any of its Subsidiaries is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with GAAP. Cash Management Obligations means any obligations of the Issuer or any Subsidiary in respect of overdrafts and related liabilities arising from treasury, depository or cash management services. CFTC means the Commodity Futures Trading Corporation, or any successor thereto. Change of Control means

Definitions from Note

Definitions. As used in this Agreement, the following terms shall have the following meanings: Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, control (including, with correlative meanings, the terms controlling, controlled by and under common control with) with respect to any Person, 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 the ownership of voting securities, by contract or otherwise. Asset Purchase Agreement means that certain Asset Purchase Agreement dated as of November 2, 2009, among the Company, Buyer, Broadridge Financial Solutions, Inc. and Ridge Clearing & Outsourcing Solutions, Inc. (as amended, restated, or otherwise modified from time to time). Bankruptcy Code means The Bankruptcy Reform Act of 1978, as codified as 11 U.S.C. Section 101 et seq. Business Day means any day other than Saturday, Sunday or other day on which the New York Stock Exchange is authorized or required by Law to close. Capitalized Lease means a lease under which the Issuer or any of its Subsidiaries is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with GAAP. Cash Management Obligations means any obligations of the Issuer or any Subsidiary in respect of overdrafts and related liabilities arising from treasury, depository or cash management services. CFTC means the Commodity Futures Trading Corporation, or any successor thereto. Change of Control means

Definitions from Information Technology Services Agreement

This Information Technology Services Agreement (the Agreement) is made and entered into as of March 31, 2010 (the Effective Date) by and between INTERNATIONAL BUSINESS MACHINES CORPORATION, with offices at New Orchard Road, Armonk, New York 10504 (Supplier Party) and BROADRIDGE FINANCIAL SOLUTIONS, INC., with offices at 2 Journal Square Plaza, Jersey City, New Jersey 07306 (Customer Party).

Definitions. The following terms have the following meanings: [****] means [****]. Acceptance Criteria means the criteria developed by the Parties with respect to a Deliverable or Milestone, as applicable, used to determine whether a Deliverable or Milestone conforms to its specifications and meets or exceeds its functionality and performance requirements. Access means the ability to view any applicable data in an unencrypted form, regardless of the means by which such data is transmitted on stored. Additional Resource Charge or ARC has the meaning set forth in Exhibit 4. ADP means ADP, Inc., a Delaware corporation. ADP Agreement has the meaning set forth in Section 2.01. ADP Related Costs has the meaning set forth in Exhibit 4. [****] has the meaning set forth in Section 13.03. Affected Employee has the meaning set forth in Exhibit 16. Affected MSDO has the meaning set forth in Section 25.13. Affected Party has the meaning set forth in Section 27.01(1).

Definitions from Employee Matters Agreement

EMPLOYEE MATTERS AGREEMENT dated as of March 29, 2007 (this Agreement) between Automatic Data Processing, Inc., a Delaware corporation (ADP), and Broadridge Financial Solutions, Inc., a Delaware corporation whose sole shareholder is ADP (Broadridge and, together with ADP, each, a Party and collectively, the Parties).

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Action means any claim, demand, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal or authority. ADP Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by ADP or any of its Affiliates. ADP Common Stock means shares of common stock, par value $0.10 per share, of ADP. ADP Employee means any individual who, immediately following the Distribution Date, will be employed by ADP or any member of the ADP Group in a capacity considered by ADP to be common law employment, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves). ADP FY07 DCP means the Automatic Data Processing, Inc. FY07 Deferred Compensation Program. ADP Group means ADP and each of its Affiliates and Subsidiaries, and any corporation or other entity that may become part of such Group from time to time, other than the Broadridge Group. ADP Option means an option to purchase ADP Common Stock issued under the ADP Stock Option Plans. ADP Pension Plan means the Automatic Data Processing, Inc. Pension Retirement Plan. ADP Post-Distribution Stock Value means the official NYSE only regular way first trade price of ADP Common Stock on April 2, 2007 as reported by the NYSE. ADP Pre-Distribution Stock Value means the official NYSE only regular way closing price of ADP Common Stock on March 30, 2007 as reported by the NYSE. ADP Restricted Stock means restricted shares of ADP Common Stock outstanding under the Automatic Data Processing, Inc. Key Employees Restricted Stock Plan. ADP Savings Plan means the Automatic Data Processing, Inc. Retirement and Savings Plan. ADP Severance Policy means the Automatic Data Processing, Inc. Severance Pay Policy. ADP SORP means the Automatic Data Processing, Inc. Supplemental Officers Retirement Plan. ADP Stock Option Plans means, collectively, the Automatic Data Processing, Inc. 1990 Key Employees Stock Option Plan and the Automatic Data Processing, Inc. 2000 Stock Option Plan. ADP VEBA means the Automatic Data Processing Inc. and Subsidiaries Employee Welfare Benefit Trust. Affiliate means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that for purposes of this Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other Group. As used herein, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. Benefit Plan means, with respect to an entity, each plan, program, arrangement, agreement or commitment that is an employment, consulting, non-competition or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, disability or accident insurance plan, corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement, agreement or commitment, including any employee benefit plan (as defined in Section 3(3) of ERISA), sponsored or maintained by such entity (or to which such entity contributes or is required to contribute). Broadridge Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by any member of the Broadridge Group on or after the Distribution Date. Broadridge Business means the business and operations conducted by the Broadridge Group from time to time, whether prior to, at or after the Effective Time, including, without duplication, (i) the Brokerage Services and Securities Clearing and Outsourcing Services Businesses conducted by ADP prior to the Restructuring and (ii) the business and operations conducted by the Broadridge Group, as more fully described in the Information Statement. Broadridge Common Stock means common stock of Broadridge, par value $0.01 per share. Broadridge Employee means any individual who, immediately following the Distribution Date, will be employed by Broadridge or any member of the Broadridge Group in a capacity considered by Broadridge to be common law employment, including active employees and employees on vaca

Definitions from Intellectual Property Transfer Agreement

This Intellectual Property Transfer Agreement (the Agreement), dated as of March 29, 2007 is between Automatic Data Processing, Inc., a Delaware corporation (ADP), and Broadridge Financial Solutions, Inc., a Delaware corporation (each, a Party and collectively, the Parties).

Definitions. As used in the Agreement, the following terms shall have the meanings set forth below: Action means any claim, demand, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal or authority. ADP Business means all businesses and operations of the ADP Group, other than the Broadridge Business. ADP Group means ADP and each of its Affiliates and Subsidiaries, and any corporation or other entity that may become part of such Group from time to time, other than the Broadridge Group. Affiliate means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that for purposes of this Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other Group. As used herein, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. Assignment Agreements means the Copyright Assignment, the Internet Asset Assignment, the Patent Assignment and the Trademark and Service Mark Assignment. Broadridge means Broadridge Financial Solutions, LLC, a Delaware limited liability company, prior to its conversion into a Delaware corporation as contemplated by the Separation and Distribution Agreement (the LLC Conversion) and, immediately after the LLC Conversion, Broadridge Financial Solutions, Inc., a Delaware corporation. Broadridge Business means the business and operations conducted by the Broadridge Group from time to time, whether prior to, at or after the Effective Time, including, without duplication, (i) the Brokerage Services and Securities Clearing and Outsourcing Services Business conducted by ADP prior to the restructuring as contemplated by the Separation and Distribution Agreement and (ii) the business and operations conducted by the Broadridge Group. Broadridge Group means Broadridge and each of its Subsidiaries and Affiliates and any corporation or other entity that may become part of such Group from time to time. Brokerage Services and Securities Clearing and Outsourcing Services Business means all of the ADP Brokerage Services and Securities Clearing and Outsourcing Services business and operations, as more fully described in ADPs Form 10-K for the fiscal year ended June 30, 2006. Copyright Assignment means that certain Copyright Assignment contemporaneously executed by ADP and Broadridge in the form attached hereto as Exhibit B. Distribution means the distribution on a pro rata basis of a dividend of the Broadridge common stock to ADPs stockholders as contemplated by the Separation and Distribution Agreement. Distribution Date means the date on which the Distribution shall be effected, such date to be determined by, or under the authority of, the Board of Directors of ADP in its sole and absolute discretion. Internet Asset Assignment means that certain Internet Asset Assignment contemporaneously executed by ADP and Broadridge in the form attached hereto as Exhibit C. Effective Time means the time at which the Distribution occurs on the Distribution Date. Governmental Authority means any federal, state, local, foreign or international court, government, department, commission, board, bureau or agency, or any other regulatory, self-regulatory, administrative or governmental organization or authority, including the New York Stock Exchange, Inc. Group means the ADP Group and/or the Broadridge Group, as the context requires. Intellectual Property means all intellectual property and other similar proprietary rights in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including such rights in and to: (i) trademarks, trade dress, service marks, certification marks, logos, and trade names, and the goodwill associated with the foregoing (collectively, Trademarks); (ii) patents and patent applications, and any and all divisions, continuations, continuations-in-part, reissues, continuing patent applications, reexaminations, and extensions thereof, any counterparts claiming priority therefrom, utility models, patents of importation/confirmation, certificates of invention, certificates of registration, design registrations or patents and like rights (collectively, Patents); inventions, invention disclosures, discoveries and improvements, whether or not patentable; (iii) writings and other works of authorship (Copyrights); (iv) trade secrets (including, those trade secrets defined in the Uniform Trade Secrets Act and under corresponding foreign statutory Law and common law), Information, business, technical and know-how information, business processes, non-public information, propriet

Definitions from Separation and Distribution Agreement

SEPARATION AND DISTRIBUTION AGREEMENT dated as of March 20, 2007, between Automatic Data Processing, Inc., a Delaware corporation (ADP), and Broadridge Financial Solutions, LLC, a Delaware limited liability company whose sole member is ADP (each, a Party and collectively, the Parties).

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Action means any claim, demand, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal or authority. ADP has the meaning assigned to such term in the Preamble hereto. ADP Assets means all Assets of the ADP Group (including the amount of the Broadridge Cash Dividend after declaration thereof), other than the Broadridge Assets. ADP Business means all businesses and operations of the ADP Group, other than the Broadridge Business. ADP Claims has the meaning assigned to such term in Section 4.10(a). ADP Common Stock has the meaning assigned to such term in the Recitals hereto. ADP Group means ADP and each of its Affiliates and Subsidiaries, and any corporation or other entity that may become part of such Group from time to time, other than the Broadridge Group. ADP Indemnified Parties has the meaning assigned to such term in Section 4.2. ADP Liabilities means those Liabilities of ADP, other than the Broadridge Liabilities. ADP Parties has the meaning assigned to such term in Section 4.10(b). ADP Releasors has the meaning assigned to such term in Section 4.10(a). Affiliate means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that for purposes of this Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other Group. As used herein, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. Agreement means this Agreement, as the same may be modified, amended or supplemented from time to time. Ancillary Agreements means the Employee Matters Agreement, the Intellectual Property Transfer Agreement, the Data Center Outsourcing Services Agreement, the Transition Services Agreement and the Tax Allocation Agreement. Asset means any right, property or asset, whether real, personal or mixed, tangible or intangible, of any kind, nature and description, whether accrued, contingent or otherwise, and wheresoever situated and whether or not carried or reflected, or required to be carried or reflected, on the books of any Person. Balance Sheet has the meaning assigned to such term in the definition of Broadridge Assets. Broadridge means, prior to the LLC Conversion, Broadridge Financial Solutions, LLC, a Delaware limited liability company whose sole member is ADP and, immediately after the LLC Conversion, Broadridge Financial Solutions, Inc., a Delaware corporation whose sole shareholder is ADP. Broadridge Assets means, without duplication:

Definitions from Separation and Distribution Agreement

SEPARATION AND DISTRIBUTION AGREEMENT dated as of March 20, 2007, between Automatic Data Processing, Inc., a Delaware corporation (ADP), and Broadridge Financial Solutions, LLC, a Delaware limited liability company whose sole member is ADP (each, a Party and collectively, the Parties).

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Action means any claim, demand, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal or authority. ADP has the meaning assigned to such term in the Preamble hereto. ADP Assets means all Assets of the ADP Group (including the amount of the Broadridge Cash Dividend after declaration thereof), other than the Broadridge Assets. ADP Business means all businesses and operations of the ADP Group, other than the Broadridge Business. ADP Claims has the meaning assigned to such term in Section 4.10(a). ADP Common Stock has the meaning assigned to such term in the Recitals hereto. ADP Group means ADP and each of its Affiliates and Subsidiaries, and any corporation or other entity that may become part of such Group from time to time, other than the Broadridge Group. ADP Indemnified Parties has the meaning assigned to such term in Section 4.2. ADP Liabilities means those Liabilities of ADP, other than the Broadridge Liabilities. ADP Parties has the meaning assigned to such term in Section 4.10(b). ADP Releasors has the meaning assigned to such term in Section 4.10(a). Affiliate means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that for purposes of this Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other Group. As used herein, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. Agreement means this Agreement, as the same may be modified, amended or supplemented from time to time. Ancillary Agreements means the Employee Matters Agreement, the Intellectual Property Transfer Agreement, the Data Center Outsourcing Services Agreement, the Transition Services Agreement and the Tax Allocation Agreement. Asset means any right, property or asset, whether real, personal or mixed, tangible or intangible, of any kind, nature and description, whether accrued, contingent or otherwise, and wheresoever situated and whether or not carried or reflected, or required to be carried or reflected, on the books of any Person. Balance Sheet has the meaning assigned to such term in the definition of Broadridge Assets. Broadridge means, prior to the LLC Conversion, Broadridge Financial Solutions, LLC, a Delaware limited liability company whose sole member is ADP and, immediately after the LLC Conversion, Broadridge Financial Solutions, Inc., a Delaware corporation whose sole shareholder is ADP. Broadridge Assets means, without duplication:

Definitions from Separation and Distribution Agreement

SEPARATION AND DISTRIBUTION AGREEMENT dated as of , 2007, between Automatic Data Processing, Inc., a Delaware corporation (ADP), and Broadridge Financial Solutions, LLC, a Delaware limited liability company whose sole member is ADP (each, a Party and collectively, the Parties).

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Action means any claim, demand, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal or authority. ADP has the meaning assigned to such term in the Preamble hereto. ADP Assets means all Assets of the ADP Group (including the amount of the Broadridge Cash Dividend after declaration thereof), other than the Broadridge Assets. ADP Business means all businesses and operations of the ADP Group, other than the Broadridge Business. ADP Claims has the meaning assigned to such term in Section 4.10(a). ADP Common Stock has the meaning assigned to such term in the Recitals hereto. ADP Group means ADP and each of its Affiliates and Subsidiaries, and any corporation or other entity that may become part of such Group from time to time, other than the Broadridge Group. ADP Indemnified Parties has the meaning assigned to such term in Section 4.2. ADP Liabilities means those Liabilities of ADP, other than the Broadridge Liabilities. ADP Parties has the meaning assigned to such term in Section 4.10(b). ADP Releasors has the meaning assigned to such term in Section 4.10(a). Affiliate means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that for purposes of this Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other Group. As used herein, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. Agreement means this Agreement, as the same may be modified, amended or supplemented from time to time. Ancillary Agreements means the Employee Matters Agreement, the Intellectual Property Transfer Agreement, the Data Center Outsourcing Services Agreement, the Transition Services Agreement and the Tax Allocation Agreement. Asset means any right, property or asset, whether real, personal or mixed, tangible or intangible, of any kind, nature and description, whether accrued, contingent or otherwise, and wheresoever situated and whether or not carried or reflected, or required to be carried or reflected, on the books of any Person. Balance Sheet has the meaning assigned to such term in the definition of Broadridge Assets. Broadridge means, prior to the LLC Conversion, Broadridge Financial Solutions, LLC, a Delaware limited liability company whose sole member is ADP and, immediately after the LLC Conversion, Broadridge Financial Solutions, Inc., a Delaware corporation whose sole shareholder is ADP. Broadridge Assets means, without duplication: