Certificate of Incorporation Uses in Definitions Clause

Definitions from Amended and Restated Investor Rights Agreement

SEVENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated as of December 23, 2016 (this Agreement), among AILERON THERAPEUTICS, INC., a Delaware corporation (the Issuer), and the investors in the Issuer named in Schedule I hereto (collectively, the Investors), amending and restating the Sixth Amended and Restated Investor Rights Agreement, dated as of October 14, 2014 (the Sixth Amended and Restated Investor Rights Agreement), among the Issuer and the Investors.

Definitions. For purposes of this Agreement, the following terms have the following respective meanings: Additional Shares means shares of Common Stock (i) acquired by the Investors or (ii) issued or issuable to the Investors upon conversion or exercise of any security of the Issuer other than by conversion of the Preferred Shares, provided that (a) in the case of clause (i) such shares of Common Stock are, at the time of their acquisition, restricted securities as such term is defined in Rule 144 or otherwise subject to the restrictions on resale of Rule 144 and (b) in the case of clause (ii), such security is a restricted security at the time of acquisition or is otherwise subject to restrictions on resale under Rule 144. Affiliate means, with respect to any Person, any other Person Controlling, Controlled by or under common Control with that Person, as well as any officers, directors and majority-owned entities of that Person and of its other Affiliates. Any director, member of management or other employee of the Issuer or any of its Subsidiaries who would not otherwise be an Affiliate of an Investor shall not be deemed to be an Affiliate of such Investor. Agreement shall have the meaning given it in the first paragraph of this Agreement. Board means the Board of Directors of the Issuer. Common Stock means the Common Stock, $0.001 par value, of the Issuer. Company Sale means a Deemed Liquidation Event (as such term is defined in the Issuers Tenth Amended and Certificate of Incorporation (organization) values">Restated Certificate of Incorporation, as it may be amended or restated from time to time (the Certificate of Incorporation)). Competitor means an operating entity whose business is the research, development, manufacture, commercialization or marketing of pharmaceutical products. Confidential Information means any information that is labeled as confidential, proprietary or secret that an Investor obtains from the Issuer pursuant to financial statements, reports and other materials provided by the Issuer to such Investor pursuant to this Agreement or pursuant to visitation or inspection rights granted hereunder. Control means (including, with correlative meanings, the terms controlled by and under common control with), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise. Conversion Shares means the shares of Common Stock issued or issuable upon conversion of the Preferred Shares. Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder that shall be in effect at the time. Any reference to a particular section thereof shall include a reference to the corresponding section, if any, of any such successor federal statute, and the rules and regulations thereunder. FINRA means the Financial Industry Regulatory Authority. GAAP means United States generally accepted accounting principles. Holder means any holder of Registrable Securities or Preferred Shares, including a Holder that has received Registrable Securities pursuant to Section 4.3. Investor shall have the meaning given it in the first paragraph of this Agreement. Issuer shall have the meaning given it in the first paragraph of this Agreement. Material Adverse Effect means any material adverse effect on the business, assets, properties or financial condition of the Issuer. Person means any natural person, firm, partnership, association, corporation, company, trust, business trust, governmental entity or other entity. Preferred Shares mean any shares of Series A Preferred Stock, Series A-l Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series E-3 Preferred Stock and Series F Preferred Stock. Preferred Stock Purchase Agreement shall have the meaning given it in the first recital hereof. Prospectus means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus. Qualified Public Offering means a Qualified Public Offering as such term is defined in Section 5.1. of the Certificate of Incorporation. Registrable Securities means (a) the Shares, (b) the Additional Shares, (c) any securities issued or issuable wi

Definitions from Amended and Restated Investor Rights Agreement

SEVENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated as of December 23, 2016 (this Agreement), among AILERON THERAPEUTICS, INC., a Delaware corporation (the Issuer), and the investors in the Issuer named in Schedule I hereto (collectively, the Investors), amending and restating the Sixth Amended and Restated Investor Rights Agreement, dated as of October 14, 2014 (the Sixth Amended and Restated Investor Rights Agreement), among the Issuer and the Investors.

Definitions. For purposes of this Agreement, the following terms have the following respective meanings: Additional Shares means shares of Common Stock (i) acquired by the Investors or (ii) issued or issuable to the Investors upon conversion or exercise of any security of the Issuer other than by conversion of the Preferred Shares, provided that (a) in the case of clause (i) such shares of Common Stock are, at the time of their acquisition, restricted securities as such term is defined in Rule 144 or otherwise subject to the restrictions on resale of Rule 144 and (b) in the case of clause (ii), such security is a restricted security at the time of acquisition or is otherwise subject to restrictions on resale under Rule 144. Affiliate means, with respect to any Person, any other Person Controlling, Controlled by or under common Control with that Person, as well as any officers, directors and majority-owned entities of that Person and of its other Affiliates. Any director, member of management or other employee of the Issuer or any of its Subsidiaries who would not otherwise be an Affiliate of an Investor shall not be deemed to be an Affiliate of such Investor. Agreement shall have the meaning given it in the first paragraph of this Agreement. Board means the Board of Directors of the Issuer. Common Stock means the Common Stock, $0.001 par value, of the Issuer. Company Sale means a Deemed Liquidation Event (as such term is defined in the Issuers Tenth Amended and Certificate of Incorporation (organization) values">Restated Certificate of Incorporation, as it may be amended or restated from time to time (the Certificate of Incorporation)). Competitor means an operating entity whose business is the research, development, manufacture, commercialization or marketing of pharmaceutical products. Confidential Information means any information that is labeled as confidential, proprietary or secret that an Investor obtains from the Issuer pursuant to financial statements, reports and other materials provided by the Issuer to such Investor pursuant to this Agreement or pursuant to visitation or inspection rights granted hereunder. Control means (including, with correlative meanings, the terms controlled by and under common control with), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise. Conversion Shares means the shares of Common Stock issued or issuable upon conversion of the Preferred Shares. Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder that shall be in effect at the time. Any reference to a particular section thereof shall include a reference to the corresponding section, if any, of any such successor federal statute, and the rules and regulations thereunder. FINRA means the Financial Industry Regulatory Authority. GAAP means United States generally accepted accounting principles. Holder means any holder of Registrable Securities or Preferred Shares, including a Holder that has received Registrable Securities pursuant to Section 4.3. Investor shall have the meaning given it in the first paragraph of this Agreement. Issuer shall have the meaning given it in the first paragraph of this Agreement. Material Adverse Effect means any material adverse effect on the business, assets, properties or financial condition of the Issuer. Person means any natural person, firm, partnership, association, corporation, company, trust, business trust, governmental entity or other entity. Preferred Shares mean any shares of Series A Preferred Stock, Series A-l Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series E-3 Preferred Stock and Series F Preferred Stock. Preferred Stock Purchase Agreement shall have the meaning given it in the first recital hereof. Prospectus means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus. Qualified Public Offering means a Qualified Public Offering as such term is defined in Section 5.1. of the Certificate of Incorporation. Registrable Securities means (a) the Shares, (b) the Additional Shares, (c) any securities issued or issuable wi

Definitions from Stockholders Agreement

THIS STOCKHOLDERS AGREEMENT (this Agreement), dated as of January 27, 2017, is entered into by and among APPROACH RESOURCES INC., a Delaware corporation (the Company) and each of WILKS BROTHERS, LLC and SDW INVESTMENTS, LLC (collectively, the Holders and each, a Holder).

Definitions. ADF Acceptance Period shall have the meaning set forth in Section 3.2.4(a). Affiliate means, with respect to any Person, any Person who, directly or indirectly, controls, is controlled by or is under common control with that Person, and the term control (including the terms controlled, controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract (including proxy) or otherwise; provided, however, that for the avoidance of doubt that the Holders shall not be deemed an affiliate of the Company solely on account of being party to this Agreement. Agreement shall have the meaning set forth in the introductory paragraph hereof. Alternative Debt Financing Offer shall have the meaning set forth in Section 3.2.2. Board means the board of directors of the Company. Board Designee shall have the meaning set forth in Section 2.1.1(b). Board Determination Date shall have the meaning set forth in Section 2.1.1(a). Board Reduction Event shall have the meaning set forth in Section 2.1.1(a). Business Day means any day other than a Saturday, Sunday or a day on which state or federally chartered banking institutions in New York City, New York or Fort Worth, Texas are not required to be opened. Bylaws means the Second Amended and Restated Bylaws of the Company, as adopted on November 6, 2013, as the same may be amended, restated, amended and restated, waived, supplemented or otherwise modified from time to time in accordance with its terms. Certificate of Incorporation means the Certificate of Incorporation of the Company (organization) values">Restated Certificate of Incorporation of the Company, as the same may be amended, restated, amended and restated, waived, supplemented or otherwise modified from time to time in accordance with its terms. Charter Amendment Approval shall have the meaning set forth in the Exchange Agreement. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock, par value $0.01 per share, of the Company, and any shares or capital stock for or into which such common stock hereafter is exchanged, converted, reclassified or recapitalized by the Company or pursuant to an agreement to which the Company is a party. Company shall have the meaning set forth in the introductory paragraph hereof. Contracting Parties shall have the meaning set forth in Section 5.9. Class I means the class of directors of the Board designated as Class I pursuant to the Certificate of Incorporation. Class II means the class of directors of the Board designated as Class II pursuant to the Certificate of Incorporation. Class III means the class of directors of the Board designated as Class III pursuant to the Certificate of Incorporation. Currency Agreement means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Company or any of its Subsidiaries against fluctuations in currency values. Director Nominating Committee means the Nominating and Corporate Governance Committee of the Company that exists pursuant to the Nominating and Corporate Governance Committee Charter, adopted as of November 4, 2014, or such successor committee of the Board that nominates, or approves for nomination, candidates for election to the Board. Dribble Out Period shall have the meaning set forth in Section 3.3.2. Equity Cap means 48.61%. Equity Securities means common stock or other equity securities, including any security, convertible security, exercisable warrant, option or other similar instrument conveying rights with respect to equity securities, including, in the case of the Company, Common Stock. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder. Exchange Agreement means the Exchange Agreement, dated November 2, 2016, by and between the Company and Holders. Exchange Offer shall have the meaning set forth in the Exchange Agreement. Exchange Transaction shall have the meaning set forth in the Exchange Agreement. Exempt Offerings means (i) an issuance of awards of Equity Securities (Awards) to an employee pursuant to any plan or arrangement approved by the Board, or a duly authorized subcommittee of the Board, or the issuance of Equity Securities upon the exercise or conversion of any such Awards, (ii) an issuance of Equity Securities pursuant to an exercise or conversion of any Equity Securities with respect to which preemptive rights were provided at the time such Equity Securities were issued (or the issuance of which was itself an Exempt Offering), (iii) a subdivision of the issued and outstanding Equity Securities into a larger number of Equity Securities or the issuance of Equity Securities as a pro rata dividend or distribution in respect of outstanding Equity Securities and Board, or (iv) Equity Securities issued in considerati

DEFINITIONS from Certificate of Incorporation

The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle (19801). The name of its registered agent at such address is The Corporation Trust Company.

DEFINITIONS. Capitalized terms used herein shall have the following definitions: Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person, and when used with respect to any individual, shall also include the Relatives of such individual. The term control (including, with correlative meaning, the terms controlled by and under common control with), 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 and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Alternative Dividend shall have the meaning set forth in Section A(2)(c) of Article VI. Approved Securities Exchange means either the New York Stock Exchange or the NASDAQ Global Select Market. Available Excess Non-Core Cash Proceeds shall have the meaning set forth in the Stock Purchase Agreement. Board shall mean the Board of Directors of the Corporation. Bridge Notes means the Convertible Promissory Notes, as amended from time to time, in an aggregate initial principal amount of $170,970,846, issued by the Corporation to the Onex Shareholders and their Affiliates on the Old Series A Initial Issuance Date. Capital Stock shall have the meaning set forth in Article IV. Certificate of Incorporation shall mean this Certificate of Incorporation. Class B-1 Common Stock shall have the meaning set forth in Article IV. Class B-1 Conversion Rate shall have the meaning set forth in Section F(1) of Article V. Common Committee shall have the meaning set forth in Section C(1) of Article VIII. Common Directors shall have the meaning set forth in Section B(1)(a) of Article VIII. Common Stock shall have the meaning set forth in Article IV. Common Stock Liquidation Value shall have the meaning set forth in Section C of Article VI. Company Redemption shall have the meaning set forth in Section D(1) of Article VI. Company Redemption Date shall have the meaning set forth in Section D(2) of Article VI. Company Redemption Notice shall have the meaning set forth in Section D(1) of Article VI. Company Redemption Price shall have the meaning set forth in Section D(1) of Article VI. Company Sale shall have the meaning set forth in Section C of Article VI. Consolidated Indebtedness means, as of any date, the aggregate amount outstanding, on a consolidated basis and without duplication, of (a) all obligations of the Corporation or its Subsidiaries for borrowed money, (b) all obligations of the Corporation or its Subsidiaries evidenced by bonds, debentures, notes or other similar instruments or upon which interest charges are customarily paid, (c) all obligations of the Corporation or its Subsidiaries for the deferred purchase price of property or services, except current accounts payable arising in the ordinary course of business and not overdue beyond such period as is commercially reasonable for the business of the Corporation and its Subsidiaries, (d) all obligations of the Corporation or its Subsidiaries under conditional sale or other title retention agreements relating to property purchased by such Person and all capitalized lease obligations, (e) all payment obligations of the Corporation or its Subsidiaries on or for currency protection agreements, interest rate swap agreements or other agreements. relating to derivatives based on the mark to market value of such agreements at the time of determination (it being understood that if the aggregate mark to market value is positive, such positive value will reduce the amount of Consolidated Indebtedness), (1) all obligations of the Corporation or its Subsidiaries for the reimbursement of any obligor on any letter of credit bankers acceptance or similar credit transaction (other than any undrawn amount in respect of such letters of credit or similar credit transactions), (g) all obligations of the Corporation or its Subsidiaries or any third party secured by property or assets of the Corporation or its Subsidiaries (regardless of whether or not such Person is liable for repayment of such obligations), except for items described in the definition of Permitted Encumbrances and (h) all indebtedness of another Person of the nature referred to in clauses (a) through (g) above guaranteed directly or indirectly by the Corporation or any of its Subsidiaries solely to the extent any such guaranty has been called and not paid. For purposes of this definition, any amount denominated other than in U.S. dollars shall be converted into U.S. dollars based on the applicable exchange rate on the date of determination as reported by Wells Fargo. Contingent Non-Core Asset Indemnification Payments shall have the meaning set forth in the Stock Purchase Agreement. Continuing Series A Director shall have the meaning set forth in Section B(4) of Article VIII. Conversion means the conversion of the Corporation from an Oregon corporati

DEFINITIONS

35% Trigger Date shall mean the date upon which the Keane Control Group ceases to own, in the aggregate, at least 35% of the then-outstanding shares of Common Stock.

DEFINITIONS. As used in these Bylaws of the Corporation, the terms set forth below shall have the meanings indicated, as follows: 35% Trigger Date shall mean the date upon which the Keane Control Group ceases to own, in the aggregate, at least 35% of the then-outstanding shares of Common Stock. 50% Trigger Date shall mean the date upon which the Keane Control Group ceases to own, in the aggregate, at least 50% of the then-outstanding shares of Common Stock. Keane Control Group shall mean Keane Investor Holdings LLC and its respective Affiliates (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended) or any person who is an express assignee or designee of their respective rights under this Certificate of Incorporation (and such assignees or designees Affiliates). Board of Directors or Board shall mean the board of directors of the Corporation. Bylaws shall mean these Bylaws of the Corporation, as the same may be amended and/or restated from time to time. Certificate of Incorporation shall mean the Certificate of Incorporation of the Corporation (organization) values">Certificate of Incorporation of the Corporation, as the same may be amended and/or restated from time to time. Common Stock shall mean the common stock, par value $0.01 per share, of the Corporation. Corporation shall mean Keane Group, Inc., a Delaware corporation. Delaware Court shall mean the Court of Chancery of the State of Delaware. Designated Controlling Stockholder shall mean, of the entities in the Keane Control Group, the entity that is the beneficial owner of the largest number of shares of the Common Stock. DGCL shall mean the General Corporation Law of the State of Delaware, as amended from time to time. Electronic Transmission shall mean any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced on paper form by such a recipient through an automatic process. Exchange Act shall mean the Securities Exchange Act of 1934, as amended. Proposing Stockholder shall mean any stockholder of record other than, prior to the 35% Trigger Date, the Designated Controlling Stockholder, provided that, on or after the 35% Trigger Date, the Designated Controlling Stockholder shall be included as a Proposing Stockholder. Secretary of State shall mean the Secretary of State of the State of Delaware. Stockholders Agreement shall mean that certain Stockholders Agreement, dated as of [*], 2016, by and among the Corporation and the holders of stock of the Corporation signatory thereto, as the same may be amended and/or restated from time to time.

Definitions from Exchange Agreement

THIS STOCKHOLDERS AGREEMENT (this Agreement), dated as of [*], 201[*], is entered into by and among APPROACH RESOURCES INC., a Delaware corporation (the Company) and each of WILKS BROTHERS, LLC and SDW INVESTMENTS, LLC (collectively, the Holders and each, a Holder).

Definitions. ADF Acceptance Period shall have the meaning set forth in Section 3.2.4(a). Affiliate means, with respect to any Person, any Person who, directly or indirectly, controls, is controlled by or is under common control with that Person, and the term control (including the terms controlled, controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract (including proxy) or otherwise; provided, however, that for the avoidance of doubt that the Holders shall not be deemed an affiliate of the Company solely on account of being party to this Agreement. Agreement shall have the meaning set forth in the introductory paragraph hereof. Alternative Debt Financing Offer shall have the meaning set forth in Section 3.2.2. Board means the board of directors of the Company. Board Designee shall have the meaning set forth in Section 2.1.1(b). Board Determination Date shall have the meaning set forth in Section 2.1.1(a). Board Reduction Event shall have the meaning set forth in Section 2.1.1(a). Business Day means any day other than a Saturday, Sunday or a day on which state or federally chartered banking institutions in New York City, New York or Fort Worth, Texas are not required to be opened. Bylaws means the Second Amended and Restated Bylaws of the Company, as adopted on November 6, 2013, as the same may be amended, restated, amended and restated, waived, supplemented or otherwise modified from time to time in accordance with its terms. Certificate of Incorporation means the Certificate of Incorporation of the Company (organization) values">Restated Certificate of Incorporation of the Company, as the same may be amended, restated, amended and restated, waived, supplemented or otherwise modified from time to time in accordance with its terms. Charter Amendment Approval shall have the meaning set forth in the Exchange Agreement. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock, par value $0.01 per share, of the Company, and any shares or capital stock for or into which such common stock hereafter is exchanged, converted, reclassified or recapitalized by the Company or pursuant to an agreement to which the Company is a party. Company shall have the meaning set forth in the introductory paragraph hereof. Contracting Parties shall have the meaning set forth in Section 5.9. Class I means the class of directors of the Board designated as Class I pursuant to the Certificate of Incorporation. Class II means the class of directors of the Board designated as Class II pursuant to the Certificate of Incorporation. Class III means the class of directors of the Board designated as Class III pursuant to the Certificate of Incorporation. Currency Agreement means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Company or any of its Subsidiaries against fluctuations in currency values. Director Nominating Committee means the Nominating and Corporate Governance Committee of the Company that exists pursuant to the Nominating and Corporate Governance Committee Charter, adopted as of November 4, 2014, or such successor committee of the Board that nominates, or approves for nomination, candidates for election to the Board. Dribble Out Period shall have the meaning set forth in Section 3.3.2. Equity Cap means 48.61%. Equity Securities means common stock or other equity securities, including any security, convertible security, exercisable warrant, option or other similar instrument conveying rights with respect to equity securities, including, in the case of the Company, Common Stock. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder. Exchange Agreement means the Exchange Agreement, dated November 2, 2016, by and between the Company and Holders. Exchange Offer shall have the meaning set forth in the Exchange Agreement. Exchange Transaction shall have the meaning set forth in the Exchange Agreement. Exempt Offerings means (i) an issuance of awards of Equity Securities (Awards) to an employee pursuant to any plan or arrangement approved by the Board, or a duly authorized subcommittee of the Board, or the issuance of Equity Securities upon the exercise or conversion of any such Awards, (ii) an issuance of Equity Securities pursuant to an exercise or conversion of any Equity Securities with respect to which preemptive rights were provided at the time such Equity Securities were issued (or the issuance of which was itself an Exempt Offering), (iii) a subdivision of the issued and outstanding Equity Securities into a larger number of Equity Securities or the issuance of Equity Securities as a pro rata dividend or distribution in respect of outstanding Equity Securities and Board, or (iv) Equity Securities issued in considerati

Definitions from Exchange Agreement

THIS STOCKHOLDERS AGREEMENT (this Agreement), dated as of [*], 201[*], is entered into by and among APPROACH RESOURCES INC., a Delaware corporation (the Company) and each of WILKS BROTHERS, LLC and SDW INVESTMENTS, LLC (collectively, the Holders and each, a Holder).

Definitions. ADF Acceptance Period shall have the meaning set forth in Section 3.2.4(a). Affiliate means, with respect to any Person, any Person who, directly or indirectly, controls, is controlled by or is under common control with that Person, and the term control (including the terms controlled, controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract (including proxy) or otherwise; provided, however, that for the avoidance of doubt that the Holders shall not be deemed an affiliate of the Company solely on account of being party to this Agreement. Agreement shall have the meaning set forth in the introductory paragraph hereof. Alternative Debt Financing Offer shall have the meaning set forth in Section 3.2.2. Board means the board of directors of the Company. Board Designee shall have the meaning set forth in Section 2.1.1(b). Board Determination Date shall have the meaning set forth in Section 2.1.1(a). Board Reduction Event shall have the meaning set forth in Section 2.1.1(a). Business Day means any day other than a Saturday, Sunday or a day on which state or federally chartered banking institutions in New York City, New York or Fort Worth, Texas are not required to be opened. Bylaws means the Second Amended and Restated Bylaws of the Company, as adopted on November 6, 2013, as the same may be amended, restated, amended and restated, waived, supplemented or otherwise modified from time to time in accordance with its terms. Certificate of Incorporation means the Certificate of Incorporation of the Company (organization) values">Restated Certificate of Incorporation of the Company, as the same may be amended, restated, amended and restated, waived, supplemented or otherwise modified from time to time in accordance with its terms. Charter Amendment Approval shall have the meaning set forth in the Exchange Agreement. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock, par value $0.01 per share, of the Company, and any shares or capital stock for or into which such common stock hereafter is exchanged, converted, reclassified or recapitalized by the Company or pursuant to an agreement to which the Company is a party. Company shall have the meaning set forth in the introductory paragraph hereof. Contracting Parties shall have the meaning set forth in Section 5.9. Class I means the class of directors of the Board designated as Class I pursuant to the Certificate of Incorporation. Class II means the class of directors of the Board designated as Class II pursuant to the Certificate of Incorporation. Class III means the class of directors of the Board designated as Class III pursuant to the Certificate of Incorporation. Currency Agreement means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Company or any of its Subsidiaries against fluctuations in currency values. Director Nominating Committee means the Nominating and Corporate Governance Committee of the Company that exists pursuant to the Nominating and Corporate Governance Committee Charter, adopted as of November 4, 2014, or such successor committee of the Board that nominates, or approves for nomination, candidates for election to the Board. Dribble Out Period shall have the meaning set forth in Section 3.3.2. Equity Cap means 48.61%. Equity Securities means common stock or other equity securities, including any security, convertible security, exercisable warrant, option or other similar instrument conveying rights with respect to equity securities, including, in the case of the Company, Common Stock. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder. Exchange Agreement means the Exchange Agreement, dated November 2, 2016, by and between the Company and Holders. Exchange Offer shall have the meaning set forth in the Exchange Agreement. Exchange Transaction shall have the meaning set forth in the Exchange Agreement. Exempt Offerings means (i) an issuance of awards of Equity Securities (Awards) to an employee pursuant to any plan or arrangement approved by the Board, or a duly authorized subcommittee of the Board, or the issuance of Equity Securities upon the exercise or conversion of any such Awards, (ii) an issuance of Equity Securities pursuant to an exercise or conversion of any Equity Securities with respect to which preemptive rights were provided at the time such Equity Securities were issued (or the issuance of which was itself an Exempt Offering), (iii) a subdivision of the issued and outstanding Equity Securities into a larger number of Equity Securities or the issuance of Equity Securities as a pro rata dividend or distribution in respect of outstanding Equity Securities and Board, or (iv) Equity Securities issued in considerati

Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of November 1, 2016 (the Effective Date), is made by and among Kolltan Pharmaceuticals, Inc., a Delaware corporation (the Company), Celldex Therapeutics, Inc., a Delaware corporation (Parent), Connemara Merger Sub 1 Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (Merger Sub), Connemara Merger Sub 2 LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (Merger Sub II), and Shareholder Representative Services LLC, a Colorado limited liability company (the Stockholders Representative), solely in its capacity as the representative for the Stockholders. Parent, Merger Sub, Merger Sub II and the Company, and, solely in its capacity as and solely to the extent applicable, the Stockholders Representative, shall be referred to herein from time to time as a Party and collectively as the Parties. Capitalized terms used and not otherwise defined herein have the meanings set fo

Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below: Accredited Investor means any Stockholder who is an accredited investor (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act), as determined by Parent in its reasonable discretion. Action means any legal action, suit, arbitration, claim, proceeding or other similar dispute (whether federal, state, local or foreign). Affiliate of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where control means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, Contract or otherwise. Affiliated Group means an affiliated group as defined in Section 1504 of the Code (or any analogous combined, consolidated or unitary group defined under state, local or foreign income Tax Law) of which the Company is or has been a member. Agreed Insurance Tails means (i) the D&O Tail and (ii) additional insurance tails purchased to cover employment practices, products liability and a fiduciary in respect of the Company Employee Benefit Plans intended to include a Code Section 401(k) arrangement. Alternative Closing Price the average of the closing sale prices per share of Parent Common Stock as reported on the Nasdaq (or other national exchange upon which the Parent Common Stock is then listed) for the five (5) trading day period ending three (3) calendar days prior to the Closing Date (as adjusted, if applicable and appropriate, to reflect any reclassification, stock split, reverse stock split, dividend, distribution or other like change with respect to Parent Common Stock effected (or for which a record date is established) on or after the first day of such five (5) trading day period and on or prior to the Closing Date). Antitrust Law means any federal, state or foreign Law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition. Average Closing Price means the average of the closing sale prices per share of Parent Common Stock as reported on the Nasdaq (or other national exchange upon which the Parent Common Stock is then listed) for the five (5) trading day period ending three (3) calendar days prior to the date of the Agreement (as adjusted, if applicable and appropriate, to reflect any reclassification, stock split, reverse stock split, dividend, distribution or other like change with respect to Parent Common Stock effected (or for which a record date is established) on or after the first day of such five (5) trading day period and on or prior to the Closing Date). Business Day means a day which is neither a Saturday or Sunday, nor any other day on which banking institutions in New York City, New York are authorized or obligated by Law to close. Cash means cash and cash equivalents determined in accordance with GAAP. Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of the State of Delaware on July 23, 2008, as amended, the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, as amended, filed with the Secretary of State of the State of Delaware on March 13, 2014, the Certificate of Amendment of Certificate Designating Series A Convertible Preferred Stock and Fixing the Preferences and Relative, Participating, Optional and Other Rights Thereof filed with the Secretary of State of the State of Delaware on March 13, 2014, the Certificate of Amendment of Certificate Designating Series B Convertible Preferred Stock and Fixing the Preferences and Relative, Participating, Optional and Other Rights Thereof filed with the Secretary of State of the State of Delaware on March 13, 2014, the Certificate of Amendment of Certificate Designating Series C Convertible Preferred Stock and Fixing the Preferences and Relative, Participating, Optional and Other Rights Thereof filed with the Secretary of State of the State of Delaware on March 13, 2014, and the Certificate Designating of Series D Convertible Preferred Stock and Fixing the Preferences and Relative, Participating, Optional and Other Rights Thereof filed with the Secretary of State of the State of Delaware on March 13, 2014. Closing Cash means the aggregate amount of all Cash plus certain agreed-upon prepaid expenses of the Company as of 11:59 p.m. of the day immediately preceding the Closing, minus the sum of, without duplication, (i) the aggregate amount attributable to accrued but unpaid bonuses and compensation with respect to the Companys directors, officers, employees, consultants and service providers (to the extent not included in Indebtedness or Transaction Expenses), (ii) any Indebtedness (other than the New De

Definitions from Commitment Agreement

THIS BACKSTOP COMMITMENT AGREEMENT (this Agreement), dated as of October 25, 2016, is made by and among Linn Energy, LLC, a Delaware limited liability company and the ultimate parent of each of the other Debtors (as the debtor in possession and a reorganized debtor, as applicable, the Company), on behalf of itself and each of the other Debtors (as defined below), on the one hand, and each Commitment Party (as defined below), on the other hand. The Company and each Commitment Party is referred to herein, individually, as a Party and, collectively, as the Parties. Capitalized terms that are used but not otherwise defined in this Agreement shall have the meanings given to them in Section 1.1 hereof or, if not defined therein, shall have the meanings given to them in the Plan.

Definitions. Except as otherwise expressly provided in this Agreement, whenever used in this Agreement (including any Exhibits and Schedules hereto), the following terms shall have the respective meanings specified therefor below or in the Plan, as applicable: Ad Hoc Groups means the Ad Hoc Group of Unsecured Noteholders and the Ad Hoc Group of Secured Noteholders. Ad Hoc Group of Secured Noteholders means that certain ad hoc group of holders of Secured Notes represented by OMelveny and Intrepid Financial Partners, or any of its members or their affiliates. Ad Hoc Group of Unsecured Noteholders means that certain ad hoc group of holders of Unsecured Notes represented by Milbank and PJT Partners, or any of its members or their affiliates. Additional Commitment Party means a Person that executed a joinder agreement to the Backstop Commitment Letter in accordance with the terms thereof or becomes a Commitment Party pursuant to Section 2.6(c) of this Agreement. Affiliate means, with respect to any Person, any other Person that, directly or indirectly, Controls or is Controlled by or is under common Control with such Person, and shall include the meaning of affiliate set forth in section 101(2) of the Bankruptcy Code. Affiliated has a correlative meaning. Affiliated Fund means any investment fund the primary investment advisor to which is a Commitment Party or an Affiliate thereof. Aggregate Backstop Commitment Percentage has the meaning set forth in Section 2.6(c). Aggregate Common Shares means the total number of Common Shares outstanding as of the Effective Date after giving effect to the Plan (but excluding all Common Shares issued or issuable under the EIP). Agreement has the meaning set forth in the Preamble. Alternative Transaction means any dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors, merger, transaction, consolidation, business combination, joint venture, partnership, sale of assets, financing (debt or equity), or restructuring of any of the Debtors, other than the Restructuring Transactions. Antitrust Authorities means the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, the attorneys general of the several states of the United States and any other Governmental Entity, whether domestic or foreign, having jurisdiction pursuant to the Antitrust Laws, and Antitrust Authority means any of them. Antitrust Laws means the Sherman Act, the Clayton Act, the HSR Act, the Federal Trade Commission Act, and any other Law, whether domestic or foreign, governing agreements in restraint of trade, monopolization, pre-merger notification, the lessening of competition through merger or acquisition or anti-competitive conduct, and any foreign investment Laws. Applicable Consent has the meaning set forth in Section 4.6. Available Shares means all of the Unsecured Available Shares and the Secured Available Shares. Backstop Agreement Motion means the motion to be filed by the Debtors seeking approval of the BCA Approval Order. Backstop Commitment means the Secured Backstop Commitment and/or the Unsecured Backstop Commitment, as applicable. Backstop Commitment Letter has the meaning set forth in the Recitals. Backstop Commitment Percentage means the Secured Backstop Commitment Percentage and/or the Unsecured Backstop Commitment Percentage, as applicable. Backstop Commitment Schedules means Schedule 1A and Schedule 1B to this Agreement, as each may be amended, supplemented or otherwise modified from time to time in accordance with this Agreement. Backstop Term Sheet has the meaning set forth in the Recitals. Bankruptcy Code has the meaning set forth in the Recitals. Bankruptcy Court has the meaning set forth in the Recitals. Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code, 28 U.S.C. SS 2075, as applicable to the Chapter 11 Cases and the general, local, and chambers rules of the Bankruptcy Court. BCA Approval Obligations means the obligations of the Company and the other Debtors under this Agreement and the BCA Approval Order. BCA Approval Order means an Order of the Bankruptcy Court that that is not stayed under Bankruptcy Rule 6004(h) or otherwise (a) authorizes the Company (on behalf of itself and the other Debtors) to execute and deliver this Agreement, including all exhibits and other attachments hereto, pursuant to section 365 of the Bankruptcy Code and (b) provides that the Commitment Premium, Expense Reimbursement and the indemnification provisions contained herein shall constitute allowed administrative expenses of the Debtors estates under sections 503(b) and 507 of the Bankruptcy Code and shall be payable by the Debtors as provided in this Agreement without further Order of the Bankruptcy Court. Berry Entities means collectively Linn Acquisition Company, LLC and Berry Petroleum Company, LLC and their d

Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of July 5, 2016, is made by and among MiaMed, Inc., a Delaware corporation (the Company), Amicus Therapeutics, Inc., a Delaware corporation (Parent), Minervas Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (Merger Sub), and MM Stockholders Representative LLC, a Delaware limited liability company (the Stockholders Representative), solely in its capacity as the representative for the Stockholders and only for the purposes expressly provided herein and for no other purpose. Parent, Merger Sub and the Company, and, solely in its capacity as and solely to the extent applicable, the Stockholders Representative, shall be referred to herein from time to time as a Party and collectively as the Parties. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X below.

Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below: Accredited Investor means any Stockholder who is an accredited investor (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act), as determined by Parent in its reasonable discretion. Action means any legal action, suit, arbitration, investigation, claim, proceeding or other similar dispute (whether federal, state, local or foreign). Affiliate of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where control means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, Contract or otherwise. Affiliated Group means an affiliated group as defined in Section 1504 of the Code (or any analogous combined, consolidated or unitary group defined under state, local or foreign income Tax Law) of which the Company is or has been a member. Antitrust Law means any federal, state or foreign Law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition. BLA means a Biologics License Application (or its equivalent, including if applicable, a New Drug Application), as defined in the United States Food, Drug and Cosmetic Act and the regulations promulgated thereunder. Business Day means a day which is neither a Saturday or Sunday, nor any other day on which banking institutions in New York City, New York are authorized or obligated by Law to close. Cash means cash and cash equivalents determined in accordance with GAAP. Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of the State of Delaware on January 13, 2015. Closing Cash means the aggregate amount of all Cash of the Company as of immediately prior to the Effective Time. Closing Cash Merger Consideration means an aggregate amount of cash consideration equal to (i) $1,794,000, plus (ii) Estimated Closing Cash, less (iii) the Estimated Closing Date Indebtedness, less (iv) Estimated Unpaid Company Transaction Expenses and less (v) the Stockholders Representative Holdback Amount. Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Effective Time. Closing Date Price means the volume weighted average price paid per share of Parent Common Stock on the Nasdaq Global Market during the fifteen (15) consecutive trading days ending on the trading day immediately prior to the Closing Date. Closing Merger Shares means a number of shares of Parent Common Stock equal to the quotient of (i) $4,706,000 divided by (ii) the Closing Date Price. Closing Merger Consideration means the Closing Cash Merger Consideration and the Closing Merger Shares. Code means the Internal Revenue Code of 1986, as amended. Company Common Stockholder means a holder of Company Common Stock. Company Common Stock means the Common Stock, par value $0.001 per share, of the Company. Company Disclosure Schedules means the Disclosure Schedules of the Company. Company Employee Benefit Plan means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each employee benefit plan, within the meaning of Section 3(3) of ERISA which is or has been maintained, contributed to, or required to be contributed to, by the Company or any Subsidiary for the benefit of any Employee, or with respect to which the Company or any of its Subsidiaries has or may have any liability or obligation. Company Fundamental Representations means the representations and warranties of the Company set forth in [***]. Company Material Adverse Effect means any change, effect, event, occurrence, state of facts or development that, individually or in the aggregate, has had or would be reasonably expected to have a materially adverse effect on (i) the business, assets, properties or condition (financial or otherwise) of the Company or (ii) the ability of the Company to consummate the transactions contemplated hereby; provided, however, that, solely with respect to clause (i), none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining, whether there has been or will be, a Company Material Adverse Effect: any adverse change, effect, event, occurrence, state of facts or development attributable to (A) operating, business, regulatory or other conditi