Company Board Recommendation Uses in Definitions Clause

Definitions from Agreement and Plan of Merger Among

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 8, 2017, among Tribune Media Company, a Delaware corporation (the Company), and Sinclair Broadcast Group, Inc., a Maryland corporation (Parent). Parent and the Company and, from and after the time Merger Sub executes and delivers the Joinder Agreement, Merger Sub are referred to individually as a Party and collectively as Parties.

Definitions. As used herein, the following terms have the following meanings: Acceptable Confidentiality Agreement means a confidentiality agreement entered into after the date hereof that contains provisions that in the aggregate are no less favorable to the Company than those contained in the Confidentiality Agreement (provided that any such agreement need not contain any standstill or similar provisions) and that does not contain any provision that would prevent the Company from complying with its obligation to provide any disclosure to Parent required pursuant to Section 7.3. 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. The term control (including its correlative meanings controlled and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether through ownership of such Persons securities or partnership or other ownership interests, or by Contract or otherwise). Business Day means any day that is not a Saturday, a Sunday or other day on which commercial banks in the City of New York are authorized or required by Law or to be closed. Closing Date means the date on which the Closing occurs. Code means the U.S. Internal Revenue Code of 1986, as amended. Communications Act means the Communications Act of 1934, as amended. Company Acquisition Proposal means any offer, proposal or indication of interest (whether or not in writing) from any Person (other than Parent and its Subsidiaries) relating to or involving, whether in a single transaction or series of related transactions: (i) any direct or indirect acquisition, lease, exchange, license, transfer, disposition (including by way of merger, liquidation or dissolution of the Company or any of its Subsidiaries) or purchase of any business, businesses or assets (including equity interests in Subsidiaries but excluding sales of assets in the ordinary course of business) of the Company or any of its Subsidiaries that constitute or account for 15% or more of the consolidated net revenues (plus, to the extent of the Companys interest therein, the net revenues of the Minority Investment Entities), net income or net assets of the Company and its Subsidiaries, taken as a whole; (ii) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, sale of securities, reorganization, recapitalization, tender offer, exchange offer, liquidation, dissolution, extraordinary dividend, or similar transaction involving the Company or any of its Subsidiaries and a Person or group (as defined in Section 13(d) of the Exchange Act) pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 85% of the equity interests in the surviving or resulting entity of such transaction immediately following such transaction; or (iii) any combination of the foregoing. Company Adverse Recommendation Change means any of the following actions by the Company Board or any committee thereof: (i) withdrawing, amending, changing, modifying or qualifying, or otherwise proposing publicly to withdraw, amend, change, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, (ii) failing to make the Company Board Recommendation in the Proxy Statement, (iii) approving or recommending, or otherwise proposing publicly to approve or recommend, any Company Acquisition Proposal or (iv) if a Company Acquisition Proposal has been publicly disclosed, failing to publicly recommend against such Company Acquisition Proposal within 10 Business Days of the request of Parent and to reaffirm the Company Board Recommendation within such 10 Business Day period upon such request (provided that such a request may be delivered by Parent only once with respect to each Company Acquisition Proposal, with the right to make an additional request with respect to each subsequent material amendment or modification thereto). Company Balance Sheet means the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 and the footnotes thereto set forth in the Companys annual report on Form 10-K for the fiscal year ended December 31, 2016. Company Credit Agreement means the Credit Agreement, dated as of December 27, 2013, among the Company and the parties thereto, as such agreement may from time to time be amended, supplemented or otherwise modified, and all pledge, security and other agreements and documents related thereto. Company Disclosure Letter means the disclosure letter delivered by the Company to Parent in connection with, and upon the execution of, this Agreement. Company DSU means all awards of deferred stock units of the Company, including any stock units granted as dividend equivalent rights (whether granted by the Company pursuant to a Company Equity Plan, assumed by the Company in

Definitions from Agreement and Plan of Merger Among

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 8, 2017, among Tribune Media Company, a Delaware corporation (the Company), and Sinclair Broadcast Group, Inc., a Maryland corporation (Parent). Parent and the Company and, from and after the time Merger Sub executes and delivers the Joinder Agreement, Merger Sub are referred to individually as a Party and collectively as Parties.

Definitions. As used herein, the following terms have the following meanings: Acceptable Confidentiality Agreement means a confidentiality agreement entered into after the date hereof that contains provisions that in the aggregate are no less favorable to the Company than those contained in the Confidentiality Agreement (provided that any such agreement need not contain any standstill or similar provisions) and that does not contain any provision that would prevent the Company from complying with its obligation to provide any disclosure to Parent required pursuant to Section 7.3. 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. The term control (including its correlative meanings controlled and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether through ownership of such Persons securities or partnership or other ownership interests, or by Contract or otherwise). Business Day means any day that is not a Saturday, a Sunday or other day on which commercial banks in the City of New York are authorized or required by Law or to be closed. Closing Date means the date on which the Closing occurs. Code means the U.S. Internal Revenue Code of 1986, as amended. Communications Act means the Communications Act of 1934, as amended. Company Acquisition Proposal means any offer, proposal or indication of interest (whether or not in writing) from any Person (other than Parent and its Subsidiaries) relating to or involving, whether in a single transaction or series of related transactions: (i) any direct or indirect acquisition, lease, exchange, license, transfer, disposition (including by way of merger, liquidation or dissolution of the Company or any of its Subsidiaries) or purchase of any business, businesses or assets (including equity interests in Subsidiaries but excluding sales of assets in the ordinary course of business) of the Company or any of its Subsidiaries that constitute or account for 15% or more of the consolidated net revenues (plus, to the extent of the Companys interest therein, the net revenues of the Minority Investment Entities), net income or net assets of the Company and its Subsidiaries, taken as a whole; (ii) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, sale of securities, reorganization, recapitalization, tender offer, exchange offer, liquidation, dissolution, extraordinary dividend, or similar transaction involving the Company or any of its Subsidiaries and a Person or group (as defined in Section 13(d) of the Exchange Act) pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 85% of the equity interests in the surviving or resulting entity of such transaction immediately following such transaction; or (iii) any combination of the foregoing. Company Adverse Recommendation Change means any of the following actions by the Company Board or any committee thereof: (i) withdrawing, amending, changing, modifying or qualifying, or otherwise proposing publicly to withdraw, amend, change, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, (ii) failing to make the Company Board Recommendation in the Proxy Statement, (iii) approving or recommending, or otherwise proposing publicly to approve or recommend, any Company Acquisition Proposal or (iv) if a Company Acquisition Proposal has been publicly disclosed, failing to publicly recommend against such Company Acquisition Proposal within 10 Business Days of the request of Parent and to reaffirm the Company Board Recommendation within such 10 Business Day period upon such request (provided that such a request may be delivered by Parent only once with respect to each Company Acquisition Proposal, with the right to make an additional request with respect to each subsequent material amendment or modification thereto). Company Balance Sheet means the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 and the footnotes thereto set forth in the Companys annual report on Form 10-K for the fiscal year ended December 31, 2016. Company Credit Agreement means the Credit Agreement, dated as of December 27, 2013, among the Company and the parties thereto, as such agreement may from time to time be amended, supplemented or otherwise modified, and all pledge, security and other agreements and documents related thereto. Company Disclosure Letter means the disclosure letter delivered by the Company to Parent in connection with, and upon the execution of, this Agreement. Company DSU means all awards of deferred stock units of the Company, including any stock units granted as dividend equivalent rights (whether granted by the Company pursuant to a Company Equity Plan, assumed by the Company in

Definitions

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 22, 2016, is by and among Resource America, Inc., a Delaware corporation (the "Company"), C-III Capital Partners LLC, a Delaware limited liability company ("Parent"), and Regent Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Parent, Merger Sub and the Company are referred to individually as a "Party" and collectively as "Parties".

Definitions. (a) As used herein, the following terms have the following meanings:"1933 Act" means the U.S. Securities Act of 1933, as amended."1934 Act" means the U.S. Securities Exchange Act of 1934, as amended."Advisers Act" means the Investment Advisers Act of 1940, and the rules and regulations promulgated thereunder, as amended."Advisory Client" shall mean any Person to which the Company or any of its Subsidiaries or Trapeza, directly or indirectly, provides investment advisory services pursuant to an Advisory Contract."Advisory Contract" shall mean any investment advisory, sub-advisory, investment management, collateral management, collateral administration, trust or similar agreement with any Advisory Client to which the Company or any of its Subsidiaries or Trapeza is a party, including those with the Public Funds, Private Funds, Managed REITs and CDO Issuers."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."Apartment REIT III" means Resource Apartment REIT III, Inc., a Maryland corporation."Broker-Dealer" shall mean a "broker" or "dealer" (as defined in Sections 3(a)(4) and 3(a)(5) of the 1934 Act)."Business Day" means any day that is not a Saturday, a Sunday or other day that (i) is a statutory holiday under the federal Laws of the United States or (ii) is otherwise a day on which banks in New York, New York are authorized or obligated by Law or executive order to close."CDO Issuer" means an issuer of any collateralized debt obligation or collateralized loan obligation that is a party to an Advisory Contract with the Company or any of its Subsidiaries or Trapeza pursuant to which the Company or any of its Subsidiaries or Trapeza serves as a collateral manager, collateral administrator or in a similar capacity. "Closing Date" means the date of the Closing."Code" means the Internal Revenue Code of 1986, as amended."Company Acquisition Proposal" means any proposal, indication of interest or offer from any Person or "group" (as defined under Section 13(d) of the 1934 Act and the rules and regulations thereunder) (other than Parent and its Subsidiaries or Affiliates) relating to (i) any direct or indirect acquisition or purchase of the business or assets (including equity interests in Subsidiaries) of the Company or any of its Subsidiaries representing 25% or more of the consolidated revenues, net income or assets of the Company, (ii) any issuance, sale or other disposition, directly or indirectly, to any Person or group of securities representing 25% or more of the total voting power of the Company, (iii) any tender offer or exchange offer that if consummated would result in any Person or group, directly or indirectly, beneficially owning 25% or more of any class of equity securities of the Company, (iv) any merger, consolidation, amalgamation, share exchange, business combination, joint venture, reorganization, recapitalization, liquidation, dissolution, or similar transaction involving the Company or any of its Subsidiaries that would (A) result in any Person or group, directly or indirectly, beneficially owning 25% or more of the total voting power of the outstanding common stock of the Company or the surviving entity or (B) result in the Company's stockholders immediately prior to the consummation of such transaction beneficially owning less than 75% of the total voting power of the outstanding common stock of the Company or the surviving entity, or (v) any combination of the foregoing."Company Adverse Recommendation Change" means any of the following actions by the Company Board: (i) withholding or withdrawing (or modifying or qualifying in a manner adverse to Parent) or proposing publicly to withhold or withdraw (or modify or qualify in a manner adverse to Parent), the Company Board Recommendation, (ii) failing to include the Company Board Recommendation in the Proxy Statement, in each case, subject to the terms and conditions of this Agreement, (iii) approving, recommending, or otherwise declaring to be advisable or publicly proposing to approve, recommend or determine to be advisable any Company Acquisition Proposal, (iv) following any Company Acquisition Proposal structured as a tender offer or exchange offer, failing, within ten (10) Business Days of the commencement thereof pursuant to Rule 14d-2 of the 1934 Act, to recommend against acceptance of any such tender offer or exchange offer by the Company's stockholders (it being understood that the Company Board or any committee thereof may elect to take no position with respect to a Company Acquisition Proposal until the close of business on the tenth (10th) Business Day after the commencement of such tender offer or exchange offer pursuant to Rule 14e-2 under the 1934 Act without such action in and of itself being considered a Company Adverse Recommendation Change) or (v) publicly announcing an intention, or resolve, to take any of the for

Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of July 8, 2016, is entered into by and among Polycom, Inc., a Delaware corporation (the Company), Triangle Private Holdings I, LLC, a Delaware limited liability company (Parent), and Triangle Private Merger Sub Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent (Merger Sub).

Definitions. (a) As used herein, the following terms have the following meanings: 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. The term control (including its correlative meanings controlled and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether though ownership of 50% or more of such Persons securities or partnership or other ownership interests, or by Contract or otherwise). ARC means the German Act Against Restraints of Competition of 1958. Business Day means any day that is not a Saturday, a Sunday or other day on which commercial banks in New York, New York are authorized or obligated by Law or Order to close. Closing Date means the date of the Closing. Code means the Internal Revenue Code of 1986. Collective Bargaining Agreements mean any Contract or any side letter to which the Company or any Subsidiary thereof is bound or that has been entered into between the Company or any Subsidiary thereof and any labor organization, union, works council, employee association, trade union or other similar employee representative body. Company 10-K means the Companys annual report on Form 10-K for the fiscal year ended December 31, 2015. Company 10-Q means the Companys quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2016. Company Acquisition Proposal means (i) any proposal or offer (other than the Transactions or any other proposal or offer by Parent, Merger Sub or their Affiliates) with respect to a merger, consolidation, business combination, recapitalization, reorganization, joint venture, partnership, liquidation, dissolution or similar transaction involving the Company or any one or more of its Subsidiaries or (ii) any proposal or offer to acquire, by tender offer, share exchange, stock or asset purchase, license acquisition or in any other manner, which, in each case with respect to clauses (i) and (ii), if consummated, would result in any Person (other than Parent, Merger Sub or their Affiliates) becoming, in one or a series of related transactions, directly or indirectly, the beneficial owner (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of (A) 15% or more of the total voting power or of any class of equity securities of the Company or any one or more of its Subsidiaries which comprise 15% or more of the consolidated revenues, consolidated net income or fair market value of the consolidated total assets of the Company and its Subsidiaries, taken as a whole, or, in the case of a transaction described in clause (i), the entity resulting from such transaction (to the extent such entity would comprise 15% or more of the consolidated revenues, consolidated net income or fair market value of the consolidated total assets of the Company and its Subsidiaries, taken as a whole, prior to such transaction) or (B) assets (including equity securities of any of the Companys Subsidiaries) comprising 15% or more of the consolidated revenues, consolidated net income or fair market value of the consolidated total assets of the Company and its Subsidiaries, taken as a whole. Company Adverse Recommendation Change means any of the following actions by the Company, the Company Board or any committee thereof: (i) withholding, withdrawing, modifying or qualifying in a manner adverse to Parent or Merger Sub or proposing publicly to withhold, withdraw, modify or qualify in a manner adverse to Parent or Merger Sub, the Company Board Recommendation, (ii) failing to make the Company Board Recommendation or failing to include the Company Board Recommendation in (or removing it from) the Proxy Statement, (iii) approving, endorsing, recommending or otherwise publicly declaring to be advisable or proposing to approve, endorse, recommend or determine to be advisable any Company Acquisition Proposal, (iv) following the date any Company Acquisition Proposal or any modification to the price, form of consideration or conditionality thereto is first made public or sent or given to the stockholders of the Company, failing to publicly reaffirm the Company Board Recommendation within five (5) Business Days after Parent requests a reaffirmation thereof in writing, (v) following the commencement of any tender offer or exchange offer for Shares that is publicly disclosed, publicly being neutral or failing to reject or recommend against acceptance of any such tender offer or exchange offer within five (5) Business Days of such commencement of such tender offer or exchange offer or recommending that the stockholders of the Company tender their respective Shares in such tender offer or exchange offer, or (vi) publicly announcing an intention, or resolving, to take any of the foregoing actions; provided, however, none of (x) a termination of this Agreement by the Company pursuant to Sectio

Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 22, 2016, is by and among Resource America, Inc., a Delaware corporation (the Company), C-III Capital Partners LLC, a Delaware limited liability company (Parent), and Regent Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub). Parent, Merger Sub and the Company are referred to individually as a Party and collectively as Parties.

Definitions. (a) As used herein, the following terms have the following meanings: 1933 Act means the U.S. Securities Act of 1933, as amended. 1934 Act means the U.S. Securities Exchange Act of 1934, as amended. Advisers Act means the Investment Advisers Act of 1940, and the rules and regulations promulgated thereunder, as amended. Advisory Client shall mean any Person to which the Company or any of its Subsidiaries or Trapeza, directly or indirectly, provides investment advisory services pursuant to an Advisory Contract. Advisory Contract shall mean any investment advisory, sub-advisory, investment management, collateral management, collateral administration, trust or similar agreement with any Advisory Client to which the Company or any of its Subsidiaries or Trapeza is a party, including those with the Public Funds, Private Funds, Managed REITs and CDO Issuers. 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. Apartment REIT III means Resource Apartment REIT III, Inc., a Maryland corporation. Broker-Dealer shall mean a broker or dealer (as defined in Sections 3(a)(4) and 3(a)(5) of the 1934 Act). Business Day means any day that is not a Saturday, a Sunday or other day that (i) is a statutory holiday under the federal Laws of the United States or (ii) is otherwise a day on which banks in New York, New York are authorized or obligated by Law or executive order to close. CDO Issuer means an issuer of any collateralized debt obligation or collateralized loan obligation that is a party to an Advisory Contract with the Company or any of its Subsidiaries or Trapeza pursuant to which the Company or any of its Subsidiaries or Trapeza serves as a collateral manager, collateral administrator or in a similar capacity. Closing Date means the date of the Closing. Code means the Internal Revenue Code of 1986, as amended. Company Acquisition Proposal means any proposal, indication of interest or offer from any Person or group (as defined under Section 13(d) of the 1934 Act and the rules and regulations thereunder) (other than Parent and its Subsidiaries or Affiliates) relating to (i) any direct or indirect acquisition or purchase of the business or assets (including equity interests in Subsidiaries) of the Company or any of its Subsidiaries representing 25% or more of the consolidated revenues, net income or assets of the Company, (ii) any issuance, sale or other disposition, directly or indirectly, to any Person or group of securities representing 25% or more of the total voting power of the Company, (iii) any tender offer or exchange offer that if consummated would result in any Person or group, directly or indirectly, beneficially owning 25% or more of any class of equity securities of the Company, (iv) any merger, consolidation, amalgamation, share exchange, business combination, joint venture, reorganization, recapitalization, liquidation, dissolution, or similar transaction involving the Company or any of its Subsidiaries that would (A) result in any Person or group, directly or indirectly, beneficially owning 25% or more of the total voting power of the outstanding common stock of the Company or the surviving entity or (B) result in the Companys stockholders immediately prior to the consummation of such transaction beneficially owning less than 75% of the total voting power of the outstanding common stock of the Company or the surviving entity, or (v) any combination of the foregoing. Company Adverse Recommendation Change means any of the following actions by the Company Board: (i) withholding or withdrawing (or modifying or qualifying in a manner adverse to Parent) or proposing publicly to withhold or withdraw (or modify or qualify in a manner adverse to Parent), the Company Board Recommendation, (ii) failing to include the Company Board Recommendation in the Proxy Statement, in each case, subject to the terms and conditions of this Agreement, (iii) approving, recommending, or otherwise declaring to be advisable or publicly proposing to approve, recommend or determine to be advisable any Company Acquisition Proposal, (iv) following any Company Acquisition Proposal structured as a tender offer or exchange offer, failing, within ten (10) Business Days of the commencement thereof pursuant to Rule 14d-2 of the 1934 Act, to recommend against acceptance of any such tender offer or exchange offer by the Companys stockholders (it being understood that the Company Board or any committee thereof may elect to take no position with respect to a Company Acquisition Proposal until the close of business on the tenth (10th) Business Day after the commencement of such tender offer or exchange offer pursuant to Rule 14e-2 under the 1934 Act without such action in and of itself being considered a Company Adverse Recommendation Change) or (v) publicly announcing an intention, or resolve, to take any of the foregoing actions. Company

Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 27, 2016, is by and among Abbott Laboratories, an Illinois corporation (Parent), St. Jude Medical, Inc., a Minnesota corporation (the Company), Vault Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub 1), and Vault Merger Sub, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (Merger Sub 2). Parent, the Company, Merger Sub 1 and Merger Sub 2 are referred to individually as a Party and collectively as the Parties.

Definitions. (a) As used herein, the following terms have the following meanings: 1933 Act means the U.S. Securities Act of 1933. 1934 Act means the U.S. Securities Exchange Act of 1934. 2017 Private Placement Notes means St. Jude Medical Japan Co., Ltd.s 1.58% Senior Notes due 2017, issued pursuant to the Existing Note Purchase Agreement. 2018 Senior Notes means the Companys 2.000% Senior Notes due 2018, issued pursuant to the Existing Senior Notes Indenture. 2020 Private Placement Notes means St. Jude Medical Japan Co., Ltd.s 2.04% Senior Notes due 2020, issued pursuant to the Existing Note Purchase Agreement. 2020 Senior Notes means the Companys 2.800% Senior Notes due 2020, issued pursuant to the Existing Senior Notes Indenture. 2023 Senior Notes means the Companys 3.25% Senior Notes due 2023, issued pursuant to the Existing Senior Notes Indenture. 2025 Senior Notes means the Companys 3.875% Senior Notes due 2025, issued pursuant to the Existing Senior Notes Indenture. 2043 Senior Notes means the Companys 4.75% Senior Notes due 2043, issued pursuant to the Existing Senior Notes Indenture. 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. The term control (including its correlative meanings controlled and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether though ownership of 50% or more of such Persons securities or partnership or other ownership interests, or by Contract or otherwise). Aggregate Cash Amount means the aggregate amount of cash to be paid to holders of Company Shares (including in respect of any Dissenting Shares and any fractional shares pursuant to Section 2.07) in exchange for their Company Shares. Solely for purposes of Section 2.09 and the definitions used therein, the amount of cash payable in respect of Dissenting Shares shall be deemed to be $85.00 per Dissenting Share (it being understood that the actual amount that would be payable in respect of any Dissenting Shares following completion of a proceeding determining the fair value of such Dissenting Shares would be determined pursuant to such proceeding in accordance with the applicable provisions of Minnesota law). Aggregate Stock Consideration means the product of (i) the aggregate number of Parent Shares to be delivered to the holders of Company Shares in exchange for their Company Shares pursuant to this Agreement (disregarding for this purpose shares of Parent Stock issued to and sold by the Exchange Agent pursuant to Section 2.07), multiplied by (ii) the Applicable Stock Value. Applicable Stock Value means $43.88. Business Day means any day that is not a Saturday, a Sunday or other day that (i) is a statutory holiday under the federal Laws of the United States or (ii) is otherwise a day on which banks in New York, New York are authorized or obligated by Law or executive order to remain closed. Closing Date means the date of the Closing. Code means the Internal Revenue Code of 1986. Collective Bargaining Agreements means any Contract or any side letter to which a Party or its Subsidiaries is bound or that has been entered into between a Party or any Subsidiary thereof and any labor organization, union, works council, employee association, trade union, or other similar employee representative body or employee committee. Company Acquisition Proposal means any inquiry, proposal, indication of interest or offer from any Person (other than Parent and its Subsidiaries or Affiliates) relating to (i) any direct or indirect acquisition or purchase of the business or assets (based on the fair market value thereof) (including equity interests in Subsidiaries) of the Company or any of its Subsidiaries representing 15% or more of the consolidated revenues, net income or assets of the Company and its Subsidiaries, (ii) any issuance, sale or other disposition, directly or indirectly, to any Person of securities representing 15% or more of the total voting power of the Company, (iii) any tender offer or exchange offer that if consummated would result in any Person, directly or indirectly, beneficially owning 15% or more of the outstanding Company Shares, (iv) any merger, consolidation, amalgamation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, or similar transaction involving the Company or any of its Subsidiaries pursuant to which any Person (or the stockholders of any Person) would acquire, directly or indirectly, more than 15% of the consolidated assets of the Company and its Subsidiaries (based on the fair market value thereof) or more than 15% of the aggregate voting power of the Company or of the surviving entity or (v) any combination of the foregoing, in each case, other than this Agreement and the transactions contemplated by this Agreement. Company Adverse Recommendatio

Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 27, 2016, is by and among Abbott Laboratories, an Illinois corporation (Parent), St. Jude Medical, Inc., a Minnesota corporation (the Company), Vault Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub 1), and Vault Merger Sub, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (Merger Sub 2). Parent, the Company, Merger Sub 1 and Merger Sub 2 are referred to individually as a Party and collectively as the Parties.

Definitions. (a) As used herein, the following terms have the following meanings: 1933 Act means the U.S. Securities Act of 1933. 1934 Act means the U.S. Securities Exchange Act of 1934. 2017 Private Placement Notes means St. Jude Medical Japan Co., Ltd.s 1.58% Senior Notes due 2017, issued pursuant to the Existing Note Purchase Agreement. 2018 Senior Notes means the Companys 2.000% Senior Notes due 2018, issued pursuant to the Existing Senior Notes Indenture. 2020 Private Placement Notes means St. Jude Medical Japan Co., Ltd.s 2.04% Senior Notes due 2020, issued pursuant to the Existing Note Purchase Agreement. 2020 Senior Notes means the Companys 2.800% Senior Notes due 2020, issued pursuant to the Existing Senior Notes Indenture. 2023 Senior Notes means the Companys 3.25% Senior Notes due 2023, issued pursuant to the Existing Senior Notes Indenture. 2025 Senior Notes means the Companys 3.875% Senior Notes due 2025, issued pursuant to the Existing Senior Notes Indenture. 2043 Senior Notes means the Companys 4.75% Senior Notes due 2043, issued pursuant to the Existing Senior Notes Indenture. 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. The term control (including its correlative meanings controlled and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether though ownership of 50% or more of such Persons securities or partnership or other ownership interests, or by Contract or otherwise). Aggregate Cash Amount means the aggregate amount of cash to be paid to holders of Company Shares (including in respect of any Dissenting Shares and any fractional shares pursuant to Section 2.07) in exchange for their Company Shares. Solely for purposes of Section 2.09 and the definitions used therein, the amount of cash payable in respect of Dissenting Shares shall be deemed to be $85.00 per Dissenting Share (it being understood that the actual amount that would be payable in respect of any Dissenting Shares following completion of a proceeding determining the fair value of such Dissenting Shares would be determined pursuant to such proceeding in accordance with the applicable provisions of Minnesota law). Aggregate Stock Consideration means the product of (i) the aggregate number of Parent Shares to be delivered to the holders of Company Shares in exchange for their Company Shares pursuant to this Agreement (disregarding for this purpose shares of Parent Stock issued to and sold by the Exchange Agent pursuant to Section 2.07), multiplied by (ii) the Applicable Stock Value. Applicable Stock Value means $43.88. Business Day means any day that is not a Saturday, a Sunday or other day that (i) is a statutory holiday under the federal Laws of the United States or (ii) is otherwise a day on which banks in New York, New York are authorized or obligated by Law or executive order to remain closed. Closing Date means the date of the Closing. Code means the Internal Revenue Code of 1986. Collective Bargaining Agreements means any Contract or any side letter to which a Party or its Subsidiaries is bound or that has been entered into between a Party or any Subsidiary thereof and any labor organization, union, works council, employee association, trade union, or other similar employee representative body or employee committee. Company Acquisition Proposal means any inquiry, proposal, indication of interest or offer from any Person (other than Parent and its Subsidiaries or Affiliates) relating to (i) any direct or indirect acquisition or purchase of the business or assets (based on the fair market value thereof) (including equity interests in Subsidiaries) of the Company or any of its Subsidiaries representing 15% or more of the consolidated revenues, net income or assets of the Company and its Subsidiaries, (ii) any issuance, sale or other disposition, directly or indirectly, to any Person of securities representing 15% or more of the total voting power of the Company, (iii) any tender offer or exchange offer that if consummated would result in any Person, directly or indirectly, beneficially owning 15% or more of the outstanding Company Shares, (iv) any merger, consolidation, amalgamation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, or similar transaction involving the Company or any of its Subsidiaries pursuant to which any Person (or the stockholders of any Person) would acquire, directly or indirectly, more than 15% of the consolidated assets of the Company and its Subsidiaries (based on the fair market value thereof) or more than 15% of the aggregate voting power of the Company or of the surviving entity or (v) any combination of the foregoing, in each case, other than this Agreement and the transactions contemplated by this Agreement. Company Adverse Recommendatio

Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 15, 2016, is entered into by and among Polycom, Inc., a Delaware corporation (the Company), Mitel Networks Corporation, a Canadian corporation (Parent), and Meteor Two, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent (Merger Sub).

Definitions. (a) As used herein, the following terms have the following meanings: 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. The term control (including its correlative meanings controlled and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether though ownership of 50% or more of such Persons securities or partnership or other ownership interests, or by Contract or otherwise). ARC means the German Act Against Restraints of Competition of 1958. Business Day means any day that is not a Saturday, a Sunday or other day on which commercial banks in New York, New York, or Ottawa, Ontario are authorized or obligated by Law or Order to close. CBCA means the Canada Business Corporations Act. CFIUS means the Committee on Foreign Investment in the United States. CFIUS Approval means the parties shall have received written notice from CFIUS stating that: (i) CFIUS has concluded that the transaction is not a covered transaction and not subject to review under applicable Law; (ii) the review of the transaction contemplated by this Agreement under Exon-Florio has been concluded, and there are no unresolved national security concerns with respect to the transaction contemplated by this Agreement and any mitigation agreement or terms imposed by CFIUS for clearance shall be subject to Section 7.01(g); or (iii) CFIUS has sent a report to the President of the United States requesting the Presidents decision on the CFIUS notice submitted by the parties and either (A) the period under Exon-Florio during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the transactions contemplated hereby has expired without any such action being threatened, announced or taken or (B) the President has announced a decision not to take any action to suspend, prohibit or place any limitations on the transactions contemplated hereby. Closing Date means the date of the Closing. Code means the Internal Revenue Code of 1986. Collective Bargaining Agreements mean any Contract or any side letter to which the Company or any Subsidiary thereof is bound or that has been entered into between the Company or any Subsidiary thereof and any labor organization, union, works council, employee association, trade union or other similar employee representative body. Company 10-K means the Companys annual report on Form 10-K for the fiscal year ended December 31, 2015. Company Acquisition Proposal means (i) any proposal or offer (other than the Transactions or any other proposal or offer by Parent, Merger Sub or their Affiliates) with respect to a merger, consolidation, business combination, recapitalization, reorganization, joint venture, partnership, liquidation, dissolution or similar transaction involving the Company or any one or more of its Subsidiaries or (ii) any proposal or offer to acquire, by tender offer, share exchange, stock or asset purchase, license acquisition or in any other manner, which, in each case with respect to clauses (i) and (ii), if consummated, would result in any Person (other than Parent, Merger Sub or their Affiliates) becoming, in one or a series of related transactions, directly or indirectly, the beneficial owner (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of (A) 15% or more of the total voting power or of any class of equity securities of the Company or any one or more of its Subsidiaries which comprise 15% or more of the consolidated revenues, consolidated net income or fair market value of the consolidated total assets of the Company and its Subsidiaries, taken as a whole, or, in the case of a transaction described in clause (i), the entity resulting from such transaction (to the extent such entity would comprise 15% or more of the consolidated revenues, consolidated net income or fair market value of the consolidated total assets of the Company and its Subsidiaries, taken as a whole, prior to such transaction) or (B) assets (including equity securities of any of the Companys Subsidiaries) comprising 15% or more of the consolidated revenues, consolidated net income or fair market value of the consolidated total assets of the Company and its Subsidiaries, taken as a whole. Company Adverse Recommendation Change means any of the following actions by the Company, the Company Board or any committee thereof: (i) withholding, withdrawing, modifying or qualifying in a manner adverse to Parent or Merger Sub or proposing publicly to withhold, withdraw, modify or qualify in a manner adverse to Parent or Merger Sub, the Company Board Recommendation, (ii) failing to make the Company Board Recommendation or failing to include the Company Board Recommendation in (or removing it from) the Joint Proxy Statement/Prospectus, (iii) approving, end

Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 3, 2016, among Ruckus Wireless, Inc., a Delaware corporation (the Company), Brocade Communications Systems, Inc., a Delaware corporation (Parent), and Stallion Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Purchaser). Parent, Purchaser and the Company are referred to individually as a Party and collectively as Parties.

Definitions. As used herein, the following terms have the following meanings: 1933 Act means the Securities Act of 1933, as amended. 1934 Act means the Securities Exchange Act of 1934, as amended. 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. The term control (including its correlative meanings controlled and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether though ownership of 50% or more of such Persons securities or partnership or other ownership interests, or by Contract or otherwise). Black-Scholes Option Value means, as of the Closing Date, the fair market value of an Out-of-the-Money Vested Option or Out-of-the-Money Unvested Option, as defined in Section 3.11(a) and Section 3.11(b) respectively, as determined using the Black-Scholes formula with the following inputs: (i) the stock price will equal the Equity Award Cash Consideration; (ii) the exercise price will equal the exercise price per share of Company Stock subject to the Out-of-the-Money Vested Option or Out-of-the-Money Unvested Option, as applicable; (iii) the time until exercise will be determined using the simplified midpoint method as outlined in SAB Topic 14; (iv) the volatility assumption will equal 36.5%; (v) the risk-free interest rate will equal 1.45%; and (vi) the dividend yield will equal 1.3%. Business Day means any day that is not a Saturday, a Sunday or other day that (i) is a statutory holiday under the federal Laws of the United States or (ii) is otherwise a day on which banks in New York, New York are authorized or obligated by Law or executive order to close. Claim means any claim, demand, cause of action, suit, dispute, proceeding, arbitration, audit, hearing, investigation or inquiry (whether formal or informal). Closing Date means the date of the Closing. Code means the U.S. Internal Revenue Code of 1986, as amended. Collective Bargaining Agreements mean any Contract, work rules or any side letter to which the Company or any Subsidiaries thereof is bound or that has been entered into between the Company or any Subsidiary thereof and any labor organization, union, works council, employee association, trade union, other similar employee representative body. Company Acquisition Proposal means any proposal, inquiry, indication of interest or offer (whether or not in writing) from any Person (other than Parent and its Subsidiaries or Affiliates) relating to or involving, whether in a single transaction or series of related transactions: (i) any direct or indirect acquisition, lease, exchange, license, transfer, disposition (including by way of liquidation or dissolution of the Company or any of its Subsidiaries) or purchase of any business, businesses or assets (including equity interests in Subsidiaries but excluding sales of assets in the ordinary course of business) of the Company or any of its Subsidiaries that constitute or account for 15% or more of the consolidated net revenues, net income or net assets of the Company and its Subsidiaries, taken as a whole; (ii) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, sale of securities, reorganization, recapitalization, tender offer, exchange offer, liquidation, dissolution, extraordinary dividend, or similar transaction involving the Company or any of its Subsidiaries and a Person or group (as defined in Section 13(d) of the 1934 Act) pursuant to which the stockholders of the Company immediately preceding such transaction hold less than eighty-five percent (85%) of the equity interests in the surviving or resulting entity of such transaction immediately following such transaction; or (iii) any combination of the foregoing. Company Adverse Recommendation Change means any of the following actions by the Company Board or any committee thereof: (i) withdrawing (or amending, modifying or qualifying in a manner adverse to Parent) or proposing publicly to withdraw (or amend, modify or qualify in a manner adverse to Parent), the Company Board Recommendation, (ii) failing to make the Company Board Recommendation in the initial Schedule 14D-9, subject to the terms and conditions of this Agreement, or (iii) approving, recommending, or otherwise declaring or endorsing publicly to be advisable or publicly proposing to approve, adopt or recommend to be advisable any (A) Company Acquisition Proposal or (B) Contract requiring the Company to abandon, terminate or fail to consummate the Offer, the Merger or any other transaction contemplated by this Agreement. Company Balance Sheet means the consolidated balance sheet of the Company as of December 31, 2015 and the footnotes thereto set forth in the Companys annual report on Form 10-K for the fiscal year ended December 31, 2015. Company Balance Sheet Date means December 31, 2

Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 3, 2016, among Ruckus Wireless, Inc., a Delaware corporation (the Company), Brocade Communications Systems, Inc., a Delaware corporation (Parent), and Stallion Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Purchaser). Parent, Purchaser and the Company are referred to individually as a Party and collectively as Parties.

Definitions. As used herein, the following terms have the following meanings: 1933 Act means the Securities Act of 1933, as amended. 1934 Act means the Securities Exchange Act of 1934, as amended. 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. The term control (including its correlative meanings controlled and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether though ownership of 50% or more of such Persons securities or partnership or other ownership interests, or by Contract or otherwise). Black-Scholes Option Value means, as of the Closing Date, the fair market value of an Out-of-the-Money Vested Option or Out-of-the-Money Unvested Option, as defined in Section 3.11(a) and Section 3.11(b) respectively, as determined using the Black-Scholes formula with the following inputs: (i) the stock price will equal the Equity Award Cash Consideration; (ii) the exercise price will equal the exercise price per share of Company Stock subject to the Out-of-the-Money Vested Option or Out-of-the-Money Unvested Option, as applicable; (iii) the time until exercise will be determined using the simplified midpoint method as outlined in SAB Topic 14; (iv) the volatility assumption will equal 36.5%; (v) the risk-free interest rate will equal 1.45%; and (vi) the dividend yield will equal 1.3%. Business Day means any day that is not a Saturday, a Sunday or other day that (i) is a statutory holiday under the federal Laws of the United States or (ii) is otherwise a day on which banks in New York, New York are authorized or obligated by Law or executive order to close. Claim means any claim, demand, cause of action, suit, dispute, proceeding, arbitration, audit, hearing, investigation or inquiry (whether formal or informal). Closing Date means the date of the Closing. Code means the U.S. Internal Revenue Code of 1986, as amended. Collective Bargaining Agreements mean any Contract, work rules or any side letter to which the Company or any Subsidiaries thereof is bound or that has been entered into between the Company or any Subsidiary thereof and any labor organization, union, works council, employee association, trade union, other similar employee representative body. Company Acquisition Proposal means any proposal, inquiry, indication of interest or offer (whether or not in writing) from any Person (other than Parent and its Subsidiaries or Affiliates) relating to or involving, whether in a single transaction or series of related transactions: (i) any direct or indirect acquisition, lease, exchange, license, transfer, disposition (including by way of liquidation or dissolution of the Company or any of its Subsidiaries) or purchase of any business, businesses or assets (including equity interests in Subsidiaries but excluding sales of assets in the ordinary course of business) of the Company or any of its Subsidiaries that constitute or account for 15% or more of the consolidated net revenues, net income or net assets of the Company and its Subsidiaries, taken as a whole; (ii) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, sale of securities, reorganization, recapitalization, tender offer, exchange offer, liquidation, dissolution, extraordinary dividend, or similar transaction involving the Company or any of its Subsidiaries and a Person or group (as defined in Section 13(d) of the 1934 Act) pursuant to which the stockholders of the Company immediately preceding such transaction hold less than eighty-five percent (85%) of the equity interests in the surviving or resulting entity of such transaction immediately following such transaction; or (iii) any combination of the foregoing. Company Adverse Recommendation Change means any of the following actions by the Company Board or any committee thereof: (i) withdrawing (or amending, modifying or qualifying in a manner adverse to Parent) or proposing publicly to withdraw (or amend, modify or qualify in a manner adverse to Parent), the Company Board Recommendation, (ii) failing to make the Company Board Recommendation in the initial Schedule 14D-9, subject to the terms and conditions of this Agreement, or (iii) approving, recommending, or otherwise declaring or endorsing publicly to be advisable or publicly proposing to approve, adopt or recommend to be advisable any (A) Company Acquisition Proposal or (B) Contract requiring the Company to abandon, terminate or fail to consummate the Offer, the Merger or any other transaction contemplated by this Agreement. Company Balance Sheet means the consolidated balance sheet of the Company as of December 31, 2015 and the footnotes thereto set forth in the Companys annual report on Form 10-K for the fiscal year ended December 31, 2015. Company Balance Sheet Date means December 31, 2