Company LLC Uses in Definitions Clause

Definitions from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (this Agreement) is made and entered into as of April 20, 2017 by and among Syros Pharmaceuticals, Inc., a Delaware corporation (the Company), and the Investors identified on Exhibit A attached hereto (each an Investor and collectively the Investors).

Definitions. For the purposes of this Agreement, the following terms shall have the meanings set forth below: Affiliate means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common Control with, such Person. Business Day means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business. Closing has the meaning set forth in Section 3.1. Closing Date has the meaning set forth in Section 3.1. Common Stock Equivalents means any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Covered Person means, with respect to the Company as an issuer for purposes of Rule 506 promulgated under the 1933 Act, any Person listed in the first paragraph of Rule 506(d)(1). Company Intellectual Property has the meaning set forth in Section 4.14. Companys Knowledge means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company. Control (including the terms controlling, controlled by or under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Environmental Laws has the meaning set forth in Section 4.15. FDA has the meaning set forth in Section 4.30. GAAP has the meaning set forth in Section 4.17. Losses has the meaning set forth in Section 8.2. Material Adverse Effect means a material adverse effect on (i) the assets, liabilities, results of operations, financial condition or business of the Company and its subsidiary taken as a whole, (ii) the legality or enforceability of any of the Transaction Documents or (iii) the ability of the Company to perform its obligations under the Transaction Documents, except that for purposes of Section 6.1(i) of this Agreement, in no event shall a change in the market price of the Common Stock alone constitute a Material Adverse Effect; provided that the foregoing exception shall not apply to the underlying causes giving rise to or contributing to such change or prevent any of such underlying causes from being taken into account in determining whether a Material Adverse Effect has occurred. Material Contract means any contract, instrument or other agreement to which the Company is a party or by which it is bound that has been filed or was required to have been filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K. Nasdaq means the Nasdaq Global Select Market. Person means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein. Placement Agents means J.P. Morgan Securities LLC and Cowen and Company LLC. Press Release has the meaning set forth in Section 9.7. Principal Trading Market means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of the date of this Agreement and the Closing Date, shall be the Nasdaq Global Select Market. Registration Rights Agreement has the meaning set forth in the recitals to this Agreement. Required Investors has the meaning set forth in the Registration Rights Agreement. SEC Filings has the meaning set forth in Section 4. Shares has the meaning set forth in the recitals to this Agreement. Short Sales means all short sales as defined in Rule 200 of Regulation SHO under the 1934 Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock). Trading Day means (i) a day on which the Common Stock is listed or quoted and traded on its Principal Trading Market (other than the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported in the pink sheets by OTC Markets Group Inc. (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day. Trading Market means whichever of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Glob

Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER, this (Agreement), dated as of July 27, 2016, is entered into by and among Derma Sciences, Inc., a Delaware corporation (Parent), DP Merger Sub One, LLC, a Delaware limited liability company of which Parent is the sole member (Merger Sub), BioD, LLC, a Delaware limited liability company (the Company), and Cynthia Weatherly, as Representative. BD Acquisition Group, LLC, a Delaware limited liability company (BD Acquisition Group), joins in this Agreement solely for the purposes set forth in Section 5.2. Capitalized terms used in this Agreement and not otherwise defined have the meanings given to them in Article IX below.

Definitions. For the purposes hereof, the following terms have the meanings set forth below: 2014 Audited Financial Statements means the audited consolidated balance sheet of the BioD Companies as of December 31, 2014, and the related statements of income, members equity, and cash flows for the fiscal year then ended, together with the notes thereto and the report thereon, that (a) are prepared from the books and records of the BioD Companies, and (b) are prepared in accordance with GAAP, together with an unqualified audit opinion by the BioD Companies auditor. 2015 Audited Financial Statements means the audited consolidated balance sheet of the BioD Companies as of December 31, 2015, and the related statements of income, members equity, and cash flows for the fiscal year then ended, together with the notes thereto and the report thereon, that (a) are prepared from the books and records of the BioD Companies, and (b) are prepared in accordance with GAAP, together with an unqualified audit opinion by the BioD Companies auditor. 12/31/15 Balance Sheet has the meaning set forth in Section 3.5(a). Accounting Firm has the meaning set forth in Section 2.8(b)(ii). Accredited Investor means a Former Equity Owner who, as of the Effective Time, is an accredited investor, as that term is defined in Regulation D under the Securities Act. Acquisition Proposal has the meaning set forth in Section 5.4(a). Action means any cause of action, lawsuit, arbitration, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity. **** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. 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. Agreement has the meaning set forth in the preamble. Allocation Schedule has the meaning set forth in Section 5.7(h). Ancillary Agreement means, with respect to a Person, any document executed and delivered by or on behalf of such Person or any Affiliate of such Person, in connection with the execution and delivery of this Agreement or Closing, pursuant to the terms of this Agreement (but not including this Agreement). Asset Sale Purchase Price has the meaning set forth in Section 5.7(h). Audited Financial Statements has the meaning set forth in Section 3.5. Base Merger Consideration has the meaning set forth in Section 2.2. Board Observer has the meaning set forth in Section 5.9. Board of Managers means the Board of Managers of the Company. Business means the development, manufacturing, and marketing of regenerative tissue products based on human amnion. Business Day means any day that is not a Saturday, a Sunday or a day on which banks in New York, New York are required or permitted to be closed. CE Marking means that certain conformity marking for products to be sold in the European Economic Area. CERCLA means the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended. Certificates of Formation mean, collectively, (a) the Company Certificate of Formation, (b) the Certificate of Formation, dated as of February 2, 2009, of BioDlogics, and all amendments filed with respect thereto, and (c) the Certificate of Formation, dated as of October 20, 2005, of BioRecovery, and all amendments with respect thereto, each as filed in the State of Delaware. Closing has the meaning set forth in Section 1.2(a). Closing Date has the meaning set forth in Section 1.2(a). Closing Payment has the meaning set forth in Section 2.8(a)(ii). Closing Payment Spreadsheet has the meaning set forth in Section 2.4. Closing Statement has the meaning set forth in Section 2.8(b)(i). **** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. Closing Working Capital means the excess of (i) the Current Assets of the BioD Companies as of the Closing Date over (ii) the Current Liabilities of the BioD Companies as of the Closing Date, in each case calculated in a manner consistent with the 2015 Audited Financial Statements. Code means the Internal Revenue Code of 1986, as amended. Company has the meaning set forth in the preamble to this Agreement. Company Certificate of Formation means the Certificate of Formation, dated as of October 20, 2005, of the Company, and all amendments filed with respect thereto, as filed in the State of Delaware. Company LLC Agreement means that certain Limited Liability Company Agreement, dated as of October 20, 2005, of the Company, as amended from time to time. Company Specified Re

Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of December 16, 2016 among Virtus Investment Partners, Inc., a Delaware corporation (the Buyer), 100 Pearl Street 2, LLC, a Delaware limited liability company and wholly owned Subsidiary of the Buyer (Merger Sub), Lightyear Fund III AIV-2, L.P., a Delaware limited partnership (Seller Representative), solely in its capacity as the Seller Representative hereunder, and RidgeWorth Holdings LLC, a Delaware limited liability company (the Company).

Definitions. (a) As used herein, the following terms have the following meanings: Accounting Principles means the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, elections, inclusions, exclusions and valuation and estimation methodologies) used and applied in the preparation of the Balance Sheet and the illustrative calculation of Closing Working Capital set forth on Schedule A. Adjusted Closing Revenue Run Rate means an amount equal to the sum of (i) the Late Consent Revenue Run Rate plus (ii) the Final Closing Revenue Run Rate; provided, that, solely for purposes of calculating the Final Closing Revenue Run Rate under this clause (ii), the AUM of Consenting Clients shall be (A) decreased by any amounts added to AUM in the calculation of Final Closing Revenue Run Rate in respect of written notices of intent to fund, to the extent such funding was not actually effected on or prior to the True-Up Date, (B) increased by any amounts deducted from AUM in the calculation of Final Closing Revenue Run Rate in respect of written requests for withdrawals or redemptions to the extent such requested withdrawals or redemptions were not actually effected on or prior to the True-Up Date, and (C) increased by any amounts deducted from AUM in the calculation of Closing Revenue Run Rate in respect of written requests for termination, to the extent such requested terminations were revoked on or prior to the True-Up Date. Advisory Contract means each contract pursuant to which any of the Company Entities renders Investment Services to a Client (including any sub-advisory agreement). Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person, including, with respect to the Buyer, from and after the Closing, the Company Entities; provided, that (i) no Company Entity shall be considered an Affiliate of any Seller, (ii) no Client shall be considered an Affiliate of the Buyer, any Seller or any Company Entity, (iii) no Person in which any Company Entity has made a CLO Investment (including, for the avoidance of doubt, the Risk Retention Vehicles) shall be considered an Affiliate of any Seller or any Company Entity and (iv) Zevenbergen Capital Investments LLC, a Washington limited liability company (ZCI), shall not be considered an Affiliate of any Seller or any Company Entity. For purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have correlative meanings. Aggregate Rollover Amount means the aggregate amount of all Rollover Members Rollover Amounts. Applicable Law means, with respect to any Person, any foreign, federal, state or local law, code, rule, official administrative interpretation, regulation, injunction, judgment, order, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by any Governmental Authority that is binding upon or applicable to such Person. Applicable Measurement Date means, (i) for purposes of calculating the Closing Revenue Run Rate (A) prior to the Closing (including for purposes of Sections 2.03 and 9.01(c)), the Closing Measurement Date and (B) after the Closing (including for purposes of Sections 2.06 and 2.07), the Closing Date and (ii) for purposes of calculating the Late Consent Revenue Run Rate (including for purposes of Section 2.07), the Closing Date. AUM as of any date means the sum, for all Client accounts in question as of such date, of the amount of assets for each such account with respect to which any of the Company Entities provides Investment Services as of such date, calculated in the same manner as provided for the calculation of base fees under the applicable Advisory Contract (or, in the event an Advisory Contract provides for the calculation of fees based on custodial asset statements and such a statement is not available for such AUM calculation date, calculated in the same manner as the applicable Company Entity calculates the amount of clients assets in the ordinary course of business); provided, that (i) for purposes of calculating the Closing Revenue Run Rate or Late Consent Revenue Run Rate, as applicable, with respect to the following events occurring between the Base Date and the Applicable Measurement Date, AUM as of the Base Date shall: (A) be increased by the amount of any new accounts (including accounts of new Clients) and additions to existing accounts, in each case, to the extent actually funded, or in respect of which a written notice of intent to fund has been received and not revoked, by the Applicable Measurement Date, (B) be decreased by the amounts of withdrawals or redemptions to the extent actually effected, or in respect of which a written request fo

Definitions from Incentive Plan

Definitions. When used herein, the following terms shall have the following meanings. Administrator means the Board or a committee or individual designated by the Board. Affiliate of a specified Person means any other Person who (a) directly or indirectly controls, is controlled by, or is under common control with, such specified Person; or (b) is an officer, employee, director, member, manager or agent of such specified Person. For purposes of the preceding sentence, control of a Person means possession, directly or indirectly (through one or more intermediaries), of the power to direct or cause the direction of management and policies of such Person through ownership of voting securities (or other ownership interests), contract, voting trust or otherwise. Award means a grant by the Management LLC of Class B Interests under and subject to the terms and conditions of this Plan. Award Agreement means a written Award Agreement executed by the Management LLC and a Participant setting forth certain provisions applicable to an Award. Board means the Board of Managers of the Company. Cause means, unless otherwise defined in an Award Agreement, either (i) cause or such similar term as defined in an employment agreement (or other arrangement, including, but not limited to, any severance arrangement) between the Participant and the Company or its Subsidiaries; or (ii) if no such employment agreement (or other arrangement, including, but not limited to, any severance arrangement) exists or cause or such similar term is not defined therein, with respect to a Participant, as determined by the Company in its reasonable judgment: (a) the Participants indictment for a felony or any crime involving dishonesty, moral turpitude or theft; (b) the Participants conduct in connection with his employment duties or responsibilities that is fraudulent, unlawful or grossly negligent; (c) the Participants willful misconduct; (d) the Participants contravention of specific lawful directions related to a material duty or responsibility which is directed to be undertaken from the Board or the person to whom the Participant reports; (e) the Participants material breach of the Participants obligations under this Plan, an Award Agreement or any other agreement between the Participant and the Company and its Subsidiaries; (f) any acts of dishonesty by the Participant resulting or intending to result in personal gain or enrichment at the expense of the Company, its Subsidiaries or Affiliates; or (g) the Participants failure to comply with a material policy of the Company, its Subsidiaries or Affiliates. Notwithstanding the foregoing, with respect to an Independent Manager, Cause means an act or failure to act that constitutes cause for removal of a director under applicable Delaware law. Cerberus means Cerberus Capital Management, L.P. and its Affiliates and any investment fund that is directly or indirectly managed or advised by the manager or advisor of Cerberus Capital Management, L.P. or any of its Affiliates, or the successors of any such investment fund. Change of Control means the first to occur of any of the following events: (i) one Person other than Cerberus becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the combined voting power of the then issued and outstanding securities of the Company; (ii) a reduction in Cerberus beneficial ownership, directly or indirectly, to less than thirty percent (30%) of the combined voting power of the then issued and outstanding securities of the Company, or (iii) the sale, transfer or other disposition of all or substantially all of the business and assets of the Company, whether by sale of assets, merger or otherwise (determined on a consolidated basis), to one Person other than to Cerberus. Notwithstanding anything herein to the contrary, the following shall not constitute a Change of Control: (a) an Initial Public Offering; (b) any acquisition of the Companys securities directly from the Company; (c) any acquisition by the Company; (d) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate; and (e) any transaction described in clause (iii) above solely for equity securities of the survivor or transferee that is publicly-traded unless Cerberus has sold at least fifty percent (50%) of the equity securities acquired by it in the survivor or the transferee in such sale of assets, merger or other disposition. Class B Interests means Class B Interests of the Management LLC as defined in the Management LLC Agreement. Class B Units means Class B Units of the Company as defined in the Company LLC Agreement. Code means the Internal Revenue Code of 1986, as amended, or any successor statute thereto. Company means Keane Group Holdings, LLC. Company LLC Agreement means the Third Amended and Restated Limited Liability Company Agreement of Keane Group Holdings LLC, dated as of March 15, 2016, as may be amended from tim

Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER dated as of May 9, 2016 (this Agreement), among MORGANS HOTEL GROUP CO., a Delaware corporation (Monroe), SBEEG HOLDINGS, LLC, a Delaware limited liability company (Trousdale), and TROUSDALE ACQUISITION SUB, INC., a Delaware corporation (Sub-S) and a wholly owned subsidiary of Trousdale.

Definitions. For purposes of this Agreement: An affiliate of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person. A business day means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions are authorized or required by Applicable Law to be closed in New York City. The Code means the Internal Revenue Code of 1986, as amended. Holdco means a to be formed entity by any of the members and owners of Trousdale, together with any other persons investing therein. The knowledge of any person that is not an individual means, with respect to any matter in question, the actual knowledge of such persons executive officers after making due inquiry. The knowledge of any person that is an individual means, with respect to the matter in question, the actual knowledge of such person after making due inquiry. A material adverse effect on a party means any fact, circumstance, effect, change, event or development that has a material adverse effect on the business, assets, financial condition or results of operations of such party and its subsidiaries, taken as a whole, except any fact, circumstance, effect, change, event or development to the extent resulting from or arising in connection with (i) this Agreement or the performance of the Transactions or any announcement hereof or thereof, (ii) any facts or circumstances relating to the other party hereto, including the impact of any of the foregoing on the relationships, contractual or otherwise, of such party or any of such partys subsidiaries with third parties, (iii) changes or conditions generally affecting any industry in which such party or any of its subsidiaries operates, (iv) changes in market or economic conditions generally (including changes in financial, banking and/or securities markets), (v) changes in political or social conditions generally, including acts of war, sabotage or terrorism, or military actions, or any escalation or worsening thereof, (vi) changes in Applicable Law or the interpretation or enforcement thereof, (vii) changes in accounting requirements or principles under GAAP, (viii) any failure by such party or any of its subsidiaries to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or any other financial or operating metrics for any period, (ix) any change in the market price or trading volume of such partys securities or in its credit ratings, in each case, in and of itself, (x) any litigation relating to this Agreement or the Transactions, (xi) actions taken or not taken by the other party hereto or any of its affiliates or with the permission or at the request of such other party hereto or any of its affiliates or (xii) earthquakes, floods, hurricanes, tornadoes, natural disasters or other acts of God; provided that clauses (iii), (iv), (v) and (xii) shall not be so excluded to the extent such fact, circumstance, effect, change, event or development has a disproportionate effect on such party and its subsidiaries, taken as a whole, relative to other participants in the industries in which such party and any of its subsidiaries operate. The Monroe Mortgage Debt Agreements means (i) the Loan Agreement, dated as of February 6, 2014 (as amended, restated or otherwise modified from time to time), among Henry Hudson Holdings LLC, 58th Street Bar Company LLC, Hudson LeaseCo LLC and Beach Hotel Associates LLC, individually and/or collectively, as the context may require, as the borrower thereunder, and Citigroup Global Markets Realty Corp. and Bank of America, N.A., collectively, as lender thereunder, (ii) the Mezzanine A Loan Agreement, dated as of February 6, 2014 (as amended, restated or otherwise modified from time to time), among Hudson Delano Senior Mezz LLC, as the borrower thereunder, and Citigroup Global Markets Realty Corp. and Bank of America, N.A., collectively, as lender thereunder, and (iii) the Mezzanine B Loan Agreement, dated as of February 6, 2014 (as amended, restated or otherwise modified from time to time), among Hudson Delano Junior Mezz LLC, as the borrower thereunder, and Citigroup Global Markets Realty Corp. and Bank of America, N.A., collectively, as lender thereunder. The Monroe Lenders means the lenders under the Monroe Mortgage Debt Agreements. The Nasdaq means The NASDAQ Stock Market LLC. A person means any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association, Governmental Entity or other entity. The Proxy Statement means the proxy statement in preliminary and definitive form relating to the Monroe Stockholder Meeting, together with any amendments or supplements thereto, and including the information required to be included in the Schedule 13E-3. The Required Information means (a) audited consolidated balance sheets and related statements of income, stoc

Definitions from Agreement and Plan of Merger Among

This AGREEMENT AND PLAN OF MERGER, dated as of March 21, 2016 (this Agreement), is made by and among WL Ross Holding Corp., a Delaware corporation (Parent), Neon Acquisition Company LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (Blocker Merger Sub), Neon Holding Company LLC, a Delaware limited liability company and a wholly-owned subsidiary of Blocker Merger Sub (Company Merger Sub), Nexeo Solutions Holdings, LLC, a Delaware limited liability company (the Company), TPG Accolade Delaware, L.P., a Delaware limited partnership (Blocker) and Nexeo Holdco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (New Holdco).

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Accounting Procedures Schedule means Schedule 9.1(a) hereto. Aggregate Purchase Price means the Total Enterprise Value, plus the Closing Cash Balance, minus the Closing Indebtedness Amount, minus the amount by which the Company Transaction Expenses exceed the Permitted Company Transaction Expenses, if any, minus the amount by which PlasChem Net Indebtedness exceeds $35,000,000 plus any Excess Working Capital and minus any Working Capital Shortfall. Ancillary Agreements means the Confidentiality Agreement, the Stockholders Agreement, the Tax Receivable Agreement, the Transfer Letter and the Warrant Exchange Agreement. Anti-Corruption Laws means all U.S. and non-U.S. laws and regulations relating to the prevention of corruption and bribery, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act of 2010. Available Cash as of the Closing, shall equal the Closing Cash Balance, plus the amount of the funds contained in the Trust Account as of immediately prior to the Closing and after giving effect to the completion of the Offer and any Parent Stockholder Redemptions and the payment of any Deferred Underwriting Fees, plus the amount of Available Financing Proceeds, minus the Debt Payoff Amount, minus any Permitted Parent Transaction Expenses or Company Transaction Expenses that are accrued and unpaid as of the Closing; provided, that for purposes of this definition of Available Cash and the resulting reduction in Stock Consideration pursuant to Section 2.3, the definition of Closing Cash Balance shall include all Cash that is held by PlasChem. Available Debt Proceeds as of the Closing, shall equal $705,000,000, after the settlement of any OID expenses associated with the Debt Financing. Available Financing Proceeds as of the Closing, shall equal the gross cash proceeds from the Equity Financing, plus the Available Debt Proceeds, minus $10,000,000. Blocker Parent means TPG VI DE BDH, L.P. Cash means net cash in the bank accounts, and net cash equivalents held by a Person, including (i) deposits in transit and outstanding (uncleared) checks or money orders from third parties, (ii) demand deposits, amounts held in money market funds or similar accounts and (iii) any highly-liquid investments with original maturities of ninety (90) days or less; and net of any outgoing checks or money orders to third party. Claim Notice means a written notice of a claim for indemnification pursuant to this Agreement specifying in reasonable detail the nature of, and factual and legal basis for, the claim for which indemnification is sought, a reasonable description of the Losses suffered (other than with respect to a Asserted Liability), the amount of such claim, if known, and the provisions of this Agreement upon which such claim for indemnification is made. Closing Cash Balance means the amount of all Cash that is held by the Company or any of its Subsidiaries other than PlasChem (determined in accordance with GAAP and consistent with past practice) as of 12:01 a.m. in each local jurisdiction of such Person on the Closing Date, a good faith calculation of which amount shall be included in the schedule delivered to Parent pursuant to Section 2.4(b) and in the Adjustment Schedule. Any Cash denominated in currencies other than the U.S. Dollar shall be valued in U.S. Dollars utilizing the applicable mid-market exchange rates published by the Wall Street Journal as of the last Business Day prior to the relevant date of determination. Closing Indebtedness Amount means, without duplication, the amount of all Indebtedness of the Company and its Subsidiaries, determined in accordance with GAAP and consistent with past practice, other than (i) any Indebtedness of PlasChem of the type set forth in clauses (a), (b) and (e) of the definition of Indebtedness, (ii) any Company Transaction Expenses and (iii) any Indebtedness where the Obligation, guarantee or liability related thereto is (x) owed by the Company solely to one or more Subsidiaries of the Company or (y) by any Subsidiary of the Company solely to one or more of the Company or any other Subsidiary of the Company or (z) is solely the result of the Company or any Subsidiary of the Company, on the one hand, providing a direct or indirect guarantee of any Indebtedness of any of the Company or any of its other Subsidiaries, on the other hand; as of 12:01 a.m. on the Closing Date, a good faith calculation of which amount shall be included in the schedule delivered to Parent pursuant to Section 2.4(b) and in the Adjustment Schedule, and immediately prior to any repayment of Indebtedness in connection with Closing. Code means the Internal Revenue Code of 1986, as amended. Company Notes means the Companys 8.375% Senior Subordinated Notes due 2018 governed by that certain Indenture (as amended, the Indenture), dated as of March 9, 2011, among Nexeo Solutions, LLC and Nexe

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of January 7, 2016 by and among ENLINK MIDSTREAM, LLC, a Delaware limited liability company (the Company), and each of the Persons set forth on Schedule A to this Agreement (each, an Investor and collectively, the Investors).

Definitions. The terms set forth below are used herein as so defined: Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term control (including, with correlative meanings, controlling, controlled by, and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Agreement has the meaning specified therefor in the introductory paragraph of this Agreement. Business Day means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or State of Texas are authorized or required by law or other governmental action to close. Buyer has the meaning specified therefor in the recitals of this Agreement. Commission means the United States Securities and Exchange Commission. Common Units means the membership interests of the Company having the rights and obligations specified in the Company LLC Agreement. Company has the meaning specified therefor in the introductory paragraph of this Agreement. Company LLC Agreement means the First Amended and Restated Operating Agreement of the Company, dated as of March 7, 2014. Effective Date means the date of effectiveness of any Registration Statement. Effectiveness Period has the meaning specified therefor in Section 2.1(a). Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. Filing Date has the meaning specified therefor in Section 2.1(a). Holder means the record holder of any Registrable Securities. Included Registrable Securities has the meaning specified therefor in Section 2.2(a). Investors has the meaning specified therefor in the introductory paragraph of this Agreement. Losses has the meaning specified therefor in Section 2.8(a). Managing Member means EnLink Midstream Manager, LLC, a Delaware limited liability company and the managing member of the Company. Managing Underwriter means, with respect to any Underwritten Offering, the book running lead manager of such Underwritten Offering. NYSE means the New York Stock Exchange. Other Holder has the meaning specified in Section 2.2(b). Partnership has the meaning specified therefor in the recitals of this Agreement. Person means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. Piggyback Notice has the meaning specified therefor in Section 2.2(a). Piggyback Opt-Out Notice has the meaning specified therefor in Section 2.2(a). Piggyback Registration has the meaning specified therefor in Section 2.2(a). Purchase Agreements has the meaning specified therefor in the Recitals of this Agreement. Purchased Unit Price means $14.66 per unit. Registration means any registration pursuant to this Agreement, including pursuant to a Registration Statement or a Piggyback Registration. Registrable Securities means the 15,564,009 Common Units to be issued and sold to the Investors pursuant to the Purchase Agreements, all of which are subject to the rights provided herein until such time as such securities cease to be Registrable Securities pursuant to Section 1.2. Registration Expenses has the meaning specified therefor in Section 2.7(a). Registration Statement has the meaning specified therefor in Section 2.1(a). Securities Act means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. Sellers has the meaning specified therefor in the recitals of this Agreement. Selling Expenses has the meaning specified therefor in Section 2.7(a). Selling Holder means a Holder who is selling Registrable Securities pursuant to a registration statement. Selling Holder Indemnified Persons has the meaning specified therefor in Section 2.8(a). Tall Oak has the meaning specified therefor in the recitals of this Agreement. TOMPC has the meaning specified therefor in the recitals of this Agreement. TOMPC Purchase Agreement has the meaning specified therefor in the recitals of this Agreement. TOM-STACK has the meaning specified therefor in the recitals of this Agreement. Underwritten Offering means an offering (including an offering pursuant to a Registration Statement) in which Common Units are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a bought deal with one or more investment banks. WKSI means a well-known seasoned issuer (as defined in the rules and regulations of the Commission).

Definitions from Purchase and Sale Agreement

This PURCHASE AND SALE AGREEMENT is made as of July 18, 2015 (this Agreement) by and among Talen Energy Supply, LLC, a Delaware limited liability company (Purchaser), the selling equityholders party hereto as set forth on Exhibit A (each, a Seller and collectively, Sellers), Silver Oak Capital, LLC, a Delaware limited liability company, solely in its capacity as representative of Sellers in accordance with the terms hereof (Seller Representative) and MACH Gen, LLC, a Delaware limited liability company (the Company and together with Purchaser, Sellers and Seller Representative, each a Party and collectively, the Parties).

Definitions. As used in this Agreement, the following defined terms have the meanings indicated below: Acquired Companies and Acquired Company have the meanings ascribed thereto in the recitals of this Agreement. Actions or Proceedings means any action, litigation, suit, proceeding, arbitration or Governmental or Regulatory Authority inquiry or investigation. Affiliate means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified. For purposes of this definition, control of a 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 ownership of voting securities or ownership interests, by Contract or otherwise, and specifically with respect to a corporation, partnership or limited liability company, means direct or indirect ownership of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person. Agreement has the meaning ascribed thereto in the preamble to this Agreement. Athens Survey means collectively (i) ALTA/ASCM Land Title Survey dated March 10, 1998, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343-2, (ii) ALTA/ASCM Land Title Survey dated March 10, 1998, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. 4343_A, (iii) ALTA/ASCM Land Title Survey dated March 10, 1998, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_U, (iv) ALTA/ASCM Land Title Survey dated March 10, 1998, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_B, (v) ALTA/ASCM Land Title Survey dated March 10, 1998, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_C, (vi) ALTA/ASCM Land Title Survey dated March 10, 1998, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_D, (vii) ALTA/ASCM Land Title Survey dated March 10, 1998, last revised January 24, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_G, (viii) ALTA/ASCM Land Title Survey dated August 5, 1999, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_J, (ix) ALTA/ASCM Land Title Survey dated August 5, 1999, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_T, (x) ALTA/ASCM Land Title Survey dated April 7, 1999, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_K, (xi) ALTA/ASCM Land Title Survey dated October 1, 1999, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_Q, (xii) ALTA/ASCM Land Title Survey dated April 7, 1999, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_F, (xiii) ALTA/ASCM Land Title Survey dated April 7, 1999, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_P, (xiv) ALTA/ASCM Land Title Survey dated April 7, 1999, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_H, (xv) ALTA/ASCM Land Title Survey dated April 7, 1999, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_E (excluding the recorded instruments referred to in Note 6 to such survey and being the 3rd through 7th documents listed in such Note 6), (xvi) ALTA/ASCM Land Title Survey dated April 14, 1997, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_L, (xvii) ALTA/ASCM Land Title Survey dated April 14, 1997, last revised January 27, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_X, (xviii) ALTA/ASCM Land Title Survey dated February 1, 2001, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. C

Definitions from Purchase and Sale Agreement

This Purchase and Sale Agreement dated as of July 12, 2015 (this "Agreement") is made and entered into by and among Alinda Gas Delaware LLC, a Delaware limited liability company ("Alinda Gas Delaware"), Alinda Infrastructure Fund I, L.P., a Delaware limited partnership ("Alinda Fund" and together with Alinda Gas Delaware, "Alinda Sellers" and each an "Alinda Seller"), and Aircraft Services Corporation, a Nevada corporation ("ASC" and together with Alinda Sellers, collectively "Sellers" and each a "Seller"), and Black Hills Utility Holdings, Inc., a South Dakota corporation ("Buyer").

Definitions. As used in this Agreement, the following capitalized terms have the meanings set forth below:"1933 Act" has the meaning given to it in Section 6.7."Accounting Principles" means, with respect to the calculation of any amount hereunder, that such amount was calculated in accordance with GAAP, applied in a manner consistent with the principles, practices, assumptions, policies and methodologies used by the Project Companies in the preparation of the financial statements described in Section 5.8."Acquired Company" means each of the Alinda Holders, Alinda Investments, and the Project Companies and "Acquired Companies" means the Alinda Holders, Alinda Investments, and the Project Companies, collectively."Acquired Interests" has the meaning given to it in the recitals to this Agreement. "Actual CapEx Amount" means the aggregate amount of all capital expenditures that are either (a) incurred and paid by the Project Companies from March 31, 2015 through the Closing Date or (b) incurred by the Project Companies from March 31, 2015 through the Closing Date and reflected as a Current Liability in the calculation of Net Working Capital of the Project Companies. "Affiliate" means any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether through ownership of voting securities or ownership interests, by contract or otherwise, and specifically with respect to a corporation, partnership or limited liability company, means direct or indirect ownership of at least 50% of the voting securities in such corporation or of the voting interest in such partnership or limited liability company. For the avoidance of doubt, the Project Companies are, prior to Closing, Affiliates of Sellers and, after Closing, shall cease to be Affiliates of Sellers and shall become Affiliates of Buyer."Agreement" has the meaning given to it in the introduction to this Agreement."Alinda Acquired Company" means each of Alinda Investments and the Alinda Holders and "Alinda Acquired Companies" means Alinda Investments and the Alinda Holders, collectively."Alinda Fund" has the meaning given to it in the introduction to this Agreement."Alinda Gas Company Interests" has the meaning given to it in the recitals to this Agreement."Alinda Gas Delaware" has the meaning given to it in the introduction to this Agreement."Alinda Holders" has the meaning given to it in the recitals to this Agreement."Alinda Holding I" has the meaning given to it in the recitals to this Agreement."Alinda Holding II" has the meaning given to it in the recitals to this Agreement."Alinda Holding I Stock" has the meaning given to it in the recitals to this Agreement."Alinda Holding II Stock" has the meaning given to it in the recitals to this Agreement."Alinda Holding Stock" has the meaning given to it in the recitals to this Agreement."Alinda Investment Company Interests" has the meaning given to it in the recitals to the Agreement."Alinda Investments" has the meaning given to it in the recitals to this Agreement."Alinda Sellers" or "Alinda Seller" has the meaning given to it in in the introduction to this Agreement."Alinda Sellers Approvals" has the meaning given to it in Section 3.3(b). "Alinda Sellers Base Purchase Price" has the meaning given to it in Section 2.2(a)."Alinda Sellers Closing Payment" has the meaning given to it in Section 2.6(a)."Alinda Sellers Equity Purchase Price" has the meaning given to it in Section 2.2."Alinda Sellers Share" means 0.5."Anti-Corruption Laws" means all laws, rules and regulations of the United States, the United Nations, the United Kingdom, the European Union or any other Governmental Authority from time to time concerning or relating to bribery, money laundering, or corruption, including the UK Bribery Act and the FCPA."ASC" has the meaning given to it in the introduction to this Agreement. "ASC Base Purchase Price" has the meaning given to it in Section 2.3(a)."ASC Closing Payment" has the meaning given to it in Section 2.6(b)."ASC Equity Purchase Price" has the meaning given to it in Section 2.3."ASC Interests" has the meaning given to it in the recitals to this Agreement."ASC Seller Approvals" has the meaning given to it in Section 4.3(b). "ASC Share" means 0.495. "Assets" of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person."Assumed Liabilities" means all liabilities and obligations (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due) known and unknown arising out of or attributable to the pre- and post- Closing ownership of t

Definitions from Option Agreement

This Option Agreement dated as of [________] (this "Agreement") is made and entered into by and among Aircraft Services Corporation, a Nevada corporation ("ASC"), SourceGas Holdings LLC, a Delaware limited liability company (the "Company"), Black Hills Utility Holdings, Inc., a South Dakota corporation ("Buyer"), and, solely for purposes of Section 8.9(e), EFS Services, LLC, a Delaware limited liability company, and SourceGas Inc., a Delaware corporation. Capitalized terms used herein but not defined herein shall have the meaning ascribed to such term in the PSA (as defined below).

Definitions. As used in this Agreement, the following capitalized terms have the meanings set forth below:"1933 Act" has the meaning given to it in Section 4.2(c)."Actual CapEx Amount" means the aggregate amount of all capital expenditures that are incurred and paid by the Project Companies from the Initial Closing through the Second Closing Date."Additional Hedging Capital Contribution" has the meaning given to it in the Company LLC Agreement."Additional Mandatory Capital Contribution" has the meaning given to it in the Company LLC Agreement."Additional Voluntary Capital Contribution" has the meaning given to it in the Company LLC Agreement."Affiliate" means any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether through ownership of voting securities or ownership interests, by contract or otherwise, and specifically with respect to a corporation, partnership or limited liability company, means direct or indirect ownership of at least 50% of the voting securities in such corporation or of the voting interest in such partnership or limited liability company. For the avoidance of doubt, the Project Companies are Affiliates of Buyer."Agreement" has the meaning given to it in the introduction to this Agreement."ASC" has the meaning given to it in the introduction to this Agreement."Assumed Liabilities" means all liabilities and obligations (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due) known and unknown arising out of or attributable to the pre- and post- Second Closing ownership of the Retained Interest, including those under or arising out of the Company LLC Agreement or attributable to the ownership or operation of the Project Companies, but excluding any federal or state income Tax liabilities associated with the ownership of the Retained Interest prior to the Second Closing."Base Purchase Price" means (i) where Buyer exercises its Call Option pursuant to Section 2.1, an amount equal to the product of (x) the Purchase Price (as defined in the PSA), divided by 199 and (y) 1.1; and (ii) where Seller exercises its Put Option pursuant to Section 2.2, an amount equal to the product of (x) the Purchase Price (as defined in the PSA), divided by 199 and (y) 0.9."Business Day" means a day other than Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close."Buyer" has the meaning given to it in the introduction to this Agreement."Buyer's Determination" has the meaning given to it in Section 3.5(a)."Call FMV Price" has the meaning given to it in Section 2.1(b)."Call Option" has the meaning given to it in Section 2.1."Call Period" means the period beginning on the earlier of (i) the termination of the Company for U.S. federal income Tax purposes and (ii) the 366th day following the date hereof, and ending at 5:00 p.m. on the 90th day thereafter."CapEx Estimate" has the meaning given to it in Section 3.4(a)."Claim" means any demand, claim, action, investigation, Proceeding (whether at law or in equity) or arbitration."Class A Units" has the meaning given to it in the Company LLC Agreement, as in effect on the date hereof."Company" means SourceGas Holdings LLC, a Delaware limited liability company."Company LLC Agreement" means that certain Amended and Restated Limited Liability Company Agreement of the Company, dated as of March 30, 2007."Company Retained Distributions" has the meaning given to it in Section 8.8(a)."Fair Market Value" means, with respect to the Retained Interest, the price that would be established in an arm's length transaction between an informed and willing buyer and an informed and willing seller for the Retained Interest, neither being under any compulsion to buy or sell, giving consideration to the aggregate amount of all capital expenditures that are incurred and paid by the Project Companies from the Initial Closing through the Second Closing Date and associated rate base adjustments, and without giving effect to any termination of the Company for U.S. federal income Tax purposes that may have occurred on or prior to the applicable date of determination."Independent Appraiser" has the meaning given to it in Section 2.1(b)."Initial Closing" has the meaning given to it in the recitals to this Agreement."Loss" means any and all judgments, liabilities, amounts paid in settlement, damages, fines, penalties, deficiencies, losses and expenses (including interest, court costs, reasonable fees of attorneys, accountants and other experts or other reasonable expenses of litigation or other Proceedings or of any claim, default or assessment), but only to the extent the foregoing (a) are not reasonably expected to be covered, directly or indirectly