Company Shares Uses in Certain Definitions Clause

Certain Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT is made as of [__], 2017, by and among REV Group, Inc., a Delaware corporation (the Company), the Persons listed on Schedule A hereto under the heading AIP (each, an AIP Person and, collectively, AIP), the Persons listed on Schedule A hereto under the heading JPM (each, a JPM Person and, collectively, JPM), the Persons listed on Schedule A hereto under the heading Management (Management) [and Ally Commercial Finance, LLC (Ally)].

Certain Definitions. As used herein, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning set forth in Section 2.2(c). Affiliate means (a) with respect to any AIP Person or JPM Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, and includes any private equity investment fund the which is the primary investment advisor (or an Affiliate thereof) to such specified Person and (b) with respect to any other Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. It is understood and agreed that, for purposes hereof, (i) each AIP Person shall be deemed to be an Affiliate of every other AIP Person, (ii) each JPM Person shall be deemed to be an Affiliate of every other JPM Person, (iii) neither the Company nor any subsidiary of the Company shall be deemed to be an Affiliate of any Holder, and (iv) except as set forth in clauses (i) or (ii) above, no Holder shall be deemed to be an Affiliate of any other Holder. Agreement means this Registration Rights Agreement, as this agreement may be amended, modified, supplemented or restated from time to time after the date hereof. AIP has the meaning set forth in the preamble. AIP Person has the meaning set forth in the preamble and any subsequent Holder who is Assigned all, but not less than all, of such AIP Persons Registrable Securities in a single transaction in accordance with Section 4.5. [Ally has the meaning set forth in the preamble.] Assign means to directly or indirectly sell, transfer, assign, distribute, exchange, pledge, hypothecate, mortgage, grant a security interest in, encumber or otherwise dispose of Registrable Securities, whether voluntarily or by operation of law, including by way of a merger. Assignor, Assignee, Assigning and Assignment have meanings corresponding to the foregoing. automatic shelf registration statement has the meaning set forth in Section 2.4. Board means the Board of Directors of the Company. Business Day means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. Carryover Amount for any Holder means, with respect to any registered offering in which such Holder elected not to participate after receipt of a notice under Section 2.2(a), a number of Registrable Securities equal to the number of Registrable Securities then held by such Holder, multiplied by a fraction (expressed as a percentage), the numerator of which is equal to the number of Registrable Securities sold by the Holder that sold the most Registrable Securities in such offering and the denominator of which is the number of Registrable Securities held by such Holder immediately prior to such offering. Claims has the meaning set forth in Section 2.9(a). Company Shares means common stock of the Company, par value $0.001 per share, and any and all securities of any kind whatsoever of the Company that may be issued by the Company after the date hereof in respect of, in exchange for, or in substitution of, Company Shares, pursuant to any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof. Company Shares Equivalents means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject) Company Shares or other equity securities of the Company (including, without limitation, any note or debt security convertible into or exchangeable for Company Shares or other equity securities of the Company). Company means REV Group, Inc. and any successor thereto. Demand Exercise Notice has the meaning set forth in Section 2.1(a). Demand Registration has the meaning set forth in Section 2.1(a). Demand Registration Request has the meaning set forth in Section 2.1(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Expenses means any and all fees and expenses incident to the Companys performance of or compliance with Article 2, including, without limitation: (i) SEC, stock exchange or FINRA registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the New York Stock Exchange or on any other securities market on which the Company Shares are listed or quoted, (ii) fees and expenses of compliance with state securities or blue sky laws and in connection with the preparation of a blue sky survey, including, without limitation, reasonable fees and expenses of outside blue sky counsel, (iii) printing and copying expenses, (iv) messenger and delivery expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel for

Certain Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of February 25, 2016, by and among BSREP II Retail Pooling LLC, a Delaware limited liability company (Parent), BSREP II Retail Holdings Corp., a Delaware corporation and a wholly owned subsidiary of Parent (Acquisition Sub), Rouse Properties, Inc., a Delaware corporation (the Company),and, solely for purposes of Section 9.14 and the other provisions of Article IX, Brookfield Strategic Real Estate Partners II-A L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-A (ER) L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-B L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-C L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-C (ER) L.P., a Delaware limited partnership, and Brookfield Strategic Real Estate Partners BPY Borrower L.P., a Delaware limited partnership (collectively, the Guar

Certain Definitions. For all purposes of and under this Agreement, the following capitalized terms shall have the following respective meanings: Acquisition Proposal shall mean any offer or proposal (other than an offer or proposal by Parent, Acquisition Sub or their respective Affiliates) to engage in an Acquisition Transaction. Acquisition Transaction shall mean any transaction or series of related transactions (other than the Transactions) involving: (i) any direct or indirect purchase or other acquisition by any Person or group (as defined in or under Section 13(d) of the Exchange Act), whether from the Company and/or any other Person(s), of Company Capital Stock representing more than 20% of the Company Capital Stock outstanding after giving effect to the consummation of such purchase or other acquisition, including pursuant to a tender offer or exchange offer by any Person or group (as defined in or under Section 13(d) of the Exchange Act) that, if consummated in accordance with its terms, would result in such Person or group beneficially owning more than 20% of the Company Capital Stock outstanding after giving effect to the consummation of such tender or exchange offer; (ii) any direct or indirect purchase or other acquisition by any Person or group (as defined in or under Section 13(d) of the Exchange Act) of more than 20% of the consolidated assets of the Company and its Subsidiaries taken as a whole (measured by the fair market value thereof as of the date of such sale, transfer, acquisition or disposition); (iii) any merger, consolidation, business combination, share exchange or other similar transaction involving the Company or any of its Subsidiaries pursuant to which any Person or group (as defined in or under Section 13(d) of the Exchange Act), other than the Company Stockholders (as a group) immediately prior to the consummation of such transaction, would hold, directly or indirectly, Company Capital Stock representing more than 20% of the Company Capital Stock outstanding after giving effect to the consummation of such transaction; (iv) a liquidation, dissolution or other winding up of the Company; (v) any transaction in which any Person (or the stockholders of any Person) shall acquire, directly or indirectly, beneficial ownership, or the right to acquire beneficial ownership, or formation of any group which beneficially owns or has the right to acquire beneficial ownership of, more than 20% of the Company Capital Stock or securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing more than 20% of the voting power of the Company; or (vi) any combination of the foregoing. Affiliate shall mean, with respect to any Person, any other Person which directly or indirectly controls, is controlled by or is under common control with such Person; provided, that, for purposes of this Agreement, (a) none of the Company or its Subsidiaries shall be deemed to be an Affiliate of any of Parent, Acquisition Sub, the Voting Parties, the Guarantors or any of their respective Affiliates (other than the Company and its Subsidiaries), and (b) none of Parent, Acquisition Sub, the Voting Parties, any of the Guarantors or any of their respective Affiliates (other than the Company and its Subsidiaries) shall be deemed to be an Affiliate of any of the Company or its Subsidiaries. For purposes of the immediately preceding sentence, the term control (including, with correlative meanings, the terms controlling, controlled by and under common control with), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. Affiliated Directors shall mean Richard Clark, Jeffrey Blidner and Brian Kingston. Aggregate Dividend Per Share Amount shall mean the Closing Dividend Per Share Amount plus the dollar amount per share of any other dividends or other distributions declared with respect to the Company Shares between the date hereof and the Effective Time (including, for the avoidance of doubt, any REIT Qualification Dividend). Business Day shall mean any day, other than a Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in the State of New York are authorized or required by Law or other governmental action to close. Class B Common Stock shall mean the Class B common stock, par value $0.01, of the Company. Code shall mean the Internal Revenue Code of 1986, as amended. Company Balance Sheet shall mean the consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2015 set forth in the Companys Quarterly Report on Form 10-Q filed by the Company with the SEC for the fiscal quarter ended September, 2015. Company Balance Sheet Date shall mean September 30, 2015. Company Cap

Certain Definitions from Amended and Restated

THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this Agreement), dated as of May 29, 2012, is made by and among TPG, Silver Lake, Co-Invest, Co-Invest II, Co-Invest III (each as defined below) and such other Persons (as defined below) who may become party to this Agreement from time to time in accordance with the provisions herein (with TPG, Silver Lake, Co-Invest, Co-Invest II and Co-Invest III, the Stockholders), and Avaya Holdings Corp., a Delaware corporation (the Company), amending and restating the Amended and Restated Stockholders Agreement, dated as of December 18, 2009, by and among TPG, Silver Lake, Co-Invest and the Company.

Certain Definitions. As used in this Agreement, the following terms have the following meanings: Acquisition has the meaning set forth in the recitals. Affiliate means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For these purposes, control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; provided, that, for purposes of this Agreement, (i) no Stockholder shall be deemed an Affiliate of the Company or any of its subsidiaries, (ii) Co-Invest, Co-Invest II and Co-Invest III shall not be deemed Affiliates of either Sponsor and (iii) except for Section 3.01(d)(ix), Section 5.03 and Section 5.14, portfolio companies of the Sponsors and their respective investment fund affiliates shall not be deemed to be Affiliates of the Sponsors. Affiliate Transaction has the meaning set forth in Section 3.01(d). Agreement has the meaning set forth in the preamble. Avaya has the meaning set forth in the recitals. Board of Directors has the meaning set forth in Section 3.01(a). Breaching Drag-Along Stockholder has the meaning set forth in Section 4.05(d). Business Day means any day other than a Saturday, a Sunday or a day on which banks in New York, New York and Fort Worth, Texas are authorized or obligated by law or executive order to close. Certificate has the meaning set forth in Section 4.08(a). Closing Date means October 26, 2007. Code means the U.S. Internal Revenue Code of 1986, as amended. Any reference to a section of the Code shall include a reference to any successor provision thereto. Co-Invest means Sierra Co-Invest, LLC, and any parallel investment entity of the same. Co-Invest II means Sierra Co-Invest II, LLC, and any parallel investment entity the same. Co-Invest III means Sierra Co-Invest III, LLC, and any parallel investment entity of the same. Common Shares means the shares of common stock, par value $0.001 per share (including issuable or issued upon exercise, conversion or exchange of any Convertible Securities), of the Company and any shares of capital stock of the Company issued or issuable with respect to such common stock by way of a stock dividend or distribution payable thereon or stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision or combination thereof. Company has the meaning set forth in the preamble. Company Shares means (a) the Common Shares (including all Common Shares issued upon the exercise, conversion or exchange of any Convertible Securities) and (b) all Convertible Securities (treating such Convertible Securities for all purposes of this Agreement as the maximum number of Common Shares for which or into which such Convertible Securities may at the time be exercised, converted or exchanged). Confidential Information has the meaning set forth in Section 5.04. Convertible Securities means any options, warrants, convertible preferred stock, convertible debt securities or any other securities which are directly or indirectly convertible into or exchangeable or exercisable for Common Shares. Core Value means the dollar value of the Company Shares held by a Sponsor or its Permitted Transferees calculated based on the cost of such Company Shares on the Closing Date. Drag-Along Buyer has the meaning set forth in Section 4.05(a). Drag-Along Notice has the meaning set forth in Section 4.05(a). Drag-Along Proxy Holder has the meaning set forth in Section 4.05(d). Drag-Along Stockholder has the meaning set forth in Section 4.05(a). ERISA means the Employee Retirement Income Security Act of 1974, as amended. Escrow Agent has the meaning set forth in Section 4.05(e). Illiquid Securities means securities which are not traded on the New York Stock Exchange, NYSE Amex Equities or the Nasdaq Stock Market LLC or on a comparable securities market or exchange existing now or in the future or which are so traded but which are subject to a contractual restriction on transfer. Initial Holding Period has the meaning set forth in Section 4.01(a)(ii). Initial Public Offering or IPO means the first underwritten public offering and sale of the equity securities of the Company or its successor for cash pursuant to an effective registration statement (other than on Form S-4, S-8 or a comparable form) under the Securities Act. Management means those members of the management of the Company and Avaya, who have entered into one or more agreements with the Company and Avaya which will provide for, among other things, certain tag-along and preemptive rights. Management Services Agreement has the meaning set forth in Section 3.01(d)(ix). Merger has the meaning set forth in the recitals. Necessary Action means, with respect to a specified result, all actions permitted by law necessary to cause such result, including (i) voting or

Certain Definitions from Stockholders Agreement

This STOCKHOLDERS AGREEMENT (this Agreement), dated as of [ ], 2015 is entered into by and among Truck Hero, Inc., a Delaware corporation (the Company) and each of the TA Stockholders (as defined below).

Certain Definitions. As used in this Agreement, the following terms have the following meanings: Affiliate means, with respect to any Person, any other Person which is controlling, controlled by, or under common control with (directly or indirectly through any Person) the Person referred to. The term control (including, with correlative meaning, the terms controlled by and under common control with) as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Agreement has the meaning set forth in the preamble. Board means the board of directors of the Company. Business Day means any day of the year on which national banking institutions in New York, New York are open to the public for conducting business and are not required or authorized to close. Closing means the closing of the IPO; provided, however, that to the extent that the underwriters in the IPO exercise their right to purchase additional Company Shares (on one or more occasions from stockholders of the Company), then the term Closing as used herein shall mean the final closing of sales of Company Shares pursuant to the exercise of such underwriter option. Common Stock means the common stock, par value $0.001 per share, of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization. Company has the meaning set forth in the preamble. Company Shares means issued and outstanding shares of Common Stock. Credit Agreement means that certain [Credit Agreement, dated as of [ ], by and among the Company, [Tectum Holdings, Inc.], the lenders party thereto, [name of lender], together with all other agreements and documents entered into pursuant to the terms thereof or in connection therewith, in all cases, as amended, modified or supplemented from time to time, and any successor credit agreement or other financing used to refinance the initial credit agreement.]1 Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder. Indebtedness means, with respect to any Person, (i) any liability, contingent or otherwise, of such Person (whether matured or unmatured) (A) for borrowed money (whether or not recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), (B) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any property or assets or upon which interest payments are customarily made, (C) for any letter of credit, hedging or swap agreement or performance bond for the benefit of such Person, (D) for the payment of money relating to a capitalized lease obligation or under conditional sale or other title retention agreements, (E) for any purchase price associated with any acquisition of assets or business (including any deferred purchase price, assumption of Indebtedness, non-competition payments or other forms of consideration), (F) that would be classified as indebtedness on a balance sheet under generally accepted accounting principles in the United States or is secured by any encumbrance, mortgage, pledge, lien (statutory or other), hypothecation, deposit arrangement, charge or other security interest or restriction on use or transfer of any kind upon any property or assets of any character, or upon the income or profits therefrom, owned by such Person or (G) under off balance sheet financing arrangements; (ii) any liability of others of the kind described in the preceding clause (i), which the Person has guaranteed or which is otherwise its legal liability, contingent or otherwise; and (iii) any and all deferrals, renewals, extensions or refinancing of, or amendments, modifications of supplements to, any liability of the kind described in any of the preceding clauses (i) or (ii). IPO has the meaning set forth in the recitals. Parties means the Company and the TA Stockholders. Permitted Indebtedness means any Indebtedness of the Company or its Subsidiaries outstanding pursuant to the Credit Agreement. Person means any individual, sole proprietorship, partnership, joint venture, limited liability company, limited liability partnership, trust, estate, unincorporated organization, association, corporation, institution or other entity. Preferred Stock means the preferred stock, par value $0.001 per share, of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization. 1 NTD: To update description with te

Certain Definitions from Stockholders Agreement

This STOCKHOLDERS AGREEMENT (this Agreement), dated as of [ ], is entered into by and among Amplify Snack Brands, Inc., a Delaware corporation (the Company) and each of the TA Stockholders (as defined below).

Certain Definitions. As used in this Agreement, the following terms have the following meanings: Affiliate means, with respect to any Person, any other Person which is controlling, controlled by, or under common control with (directly or indirectly through any Person) the Person referred to. The term control (including, with correlative meaning, the terms controlled by and under common control with) as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Agreement has the meaning set forth in the preamble. Board means the board of directors of the Company. Business Day means any day of the year on which national banking institutions in New York, New York are open to the public for conducting business and are not required or authorized to close. Closing means the closing of the IPO; provided, however, that to the extent that the underwriters in the IPO exercise their right to purchase additional Company Shares (on one or more occasions from stockholders of the Company), then the term Closing as used herein shall mean the final closing of sales of Company Shares pursuant to the exercise of such underwriter option. Common Stock means the common stock, par value $0.0001 per share, of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization. Company has the meaning set forth in the preamble. Company Shares means issued and outstanding shares of Common Stock. Credit Agreement means that certain Credit Agreement, dated as of July 17, 2014, by and among the Company, SkinnyPop Popcorn LLC, the lenders party thereto, Jefferies Finance LLC and BNP Paribas Securities Corp., as amended by the First Amendment to Credit Agreement dated as of August 18, 2014, the Second Amendment to Credit Agreement dated as of December 23, 2014, the Third Amendment to Credit Agreement dated as of May 29, 2015 and the [Fourth] Amendment to Credit Agreement dated as of [July [ ], 2015], together with all other agreements and documents entered into pursuant to the terms thereof or in connection therewith, in all cases, as amended, modified or supplemented from time to time, and any successor credit agreement or other financing used to refinance the initial credit agreement. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder. Indebtedness means, with respect to any Person, (i) any liability, contingent or otherwise, of such Person (whether matured or unmatured) (A) for borrowed money (whether or not recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), (B) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any property or assets or upon which interest payments are customarily made, (C) for any letter of credit, hedging or swap agreement or performance bond for the benefit of such Person, (D) for the payment of money relating to a capitalized lease obligation or under conditional sale or other title retention agreements, (E) for any purchase price associated with any acquisition of assets or business (including any deferred purchase price, assumption of Indebtedness, non-competition payments or other forms of consideration), (F) that would be classified as indebtedness on a balance sheet under generally accepted accounting principles in the United States or is secured by any encumbrance, mortgage, pledge, lien (statutory or other), hypothecation, deposit arrangement, charge or other security interest or restriction on use or transfer of any kind upon any property or assets of any character, or upon the income or profits therefrom, owned by such Person or (G) under off balance sheet financing arrangements; (ii) any liability of others of the kind described in the preceding clause (i), which the Person has guaranteed or which is otherwise its legal liability, contingent or otherwise; and (iii) any and all deferrals, renewals, extensions or refinancing of, or amendments, modifications of supplements to, any liability of the kind described in any of the preceding clauses (i) or (ii). IPO has the meaning set forth in the recitals. Parties means the Company and the TA Stockholders. Permitted Indebtedness means any Indebtedness of the Company or its Subsidiaries outstanding pursuant to the Credit Agreement. Person means any individual, sole proprietorship, partnership, joint venture, limited liability company, limited liability partnership, trust, estate, unincorporated organization, association, corporation, institution or other entity. Preferred Stock means the

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this Agreement), dated February 17, 2014, is by and among Actavis plc, a company incorporated under the laws of Ireland (Parent), Tango US Holdings Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (US Holdco), Tango Merger Sub 1 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdco (Merger Sub 1), Tango Merger Sub 2 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdco (Merger Sub 2 and, together with Merger Sub 1, the Merger Subs) and Forest Laboratories, Inc., a Delaware corporation (the Company). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, US Holdco, each of the Merger Subs and the Company are each sometimes referred to herein as a Party and collectively

Certain Definitions. For the purposes of this Agreement, the term: 2005 Act means the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland. Acceptable Confidentiality Agreement means a confidentiality agreement that contains terms that are no less favorable in the aggregate to the Company or Parent, as applicable, than those contained in the Confidentiality Agreement; provided, however, that an Acceptable Confidentiality Agreement shall not be required to contain standstill provisions. Adverse Law or Order means (i) any statute, rule or regulation (other than any Antitrust Law) shall have been enacted or promulgated by any Governmental Entity of competent jurisdiction which prohibits or makes illegal the consummation of the First Merger, (ii) there shall be in effect any order or injunction of a court of competent jurisdiction preventing the consummation of the First Merger or (iii) after the date hereof, any legislation, Treasury regulations (temporary or final) or any other type of authority set forth in Treasury Regulations Section 1.6662-4(d)(3)(iii) shall have been enacted or issued, as applicable, that would cause (1) Parent, as a result of the Mergers, to be treated as a domestic corporation for U.S. federal income tax purposes or (2) PwC to be unable to affirm in writing the PwC Opinion as of the Closing Date. Antitrust Laws mean any antitrust, competition or trade regulation Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, including the HSR Act. Available Cash Election Amount means the difference between (a) the product of the Mixed Cash Consideration multiplied by the total number of shares of Company Common Stock (other than Company Shares to be cancelled or converted in accordance with Section 2.1(b)) issued and outstanding immediately prior to the First Effective Time, minus (b) the product of (i) (x) the total number of Mixed Election Shares (it being understood, for the avoidance of doubt, that No Election Shares shall be deemed to be Mixed Election Shares for this purpose), multiplied by (y) the Mixed Cash Consideration minus (c) the product of (i) the total number of Proposed Dissenting Shares as of immediately prior to the First Effective Time multiplied by (ii) the Cash Election Consideration. Bribery Legislation means all and any of the following: the United States Foreign Corrupt Practices Act of 1977; the Organization For Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and related implementing legislation; the relevant common law or legislation in England and Wales relating to bribery and/or corruption, including, the Public Bodies Corrupt Practices Act 1889; the Prevention of Corruption Act 1906 as supplemented by the Prevention of Corruption Act 1916 and the Anti-Terrorism, Crime and Security Act 2001; the Bribery Act 2010; the Proceeds of Crime Act 2002; and any anti-bribery or anti-corruption related provisions in criminal and anti-competition laws and/or anti-bribery, anti-corruption and/or anti-money laundering laws of any jurisdiction in which Parent or the Company operates. business days has the meaning set forth in Rule 14d-1(g)(3) of the Exchange Act. Cash Election Amount means the product of the number of Cash Election Shares multiplied by the Cash Election Consideration. CBI means the Central Bank of Ireland. CERCLA means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and any regulations promulgated thereunder. Code means the Internal Revenue Code of 1986, as amended. Company Bylaws means the bylaws of the Company, as amended and restated as of the date of this Agreement. Company Certificate means the Certificate of Incorporation of the Company as amended, amended and restated and supplemented and in effect on the date hereof. Company Competing Proposal means any proposal made by a Person or group (other than a proposal or offer by Parent or any of its Subsidiaries) at any time which is structured to permit such Person or group to acquire beneficial ownership of at least twenty percent (20%) of the assets of, equity interest in, or businesses of, the Company (whether pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer or exchange offer or otherwise, including any single or multi-step transaction or series of related transactions), in each case other than the Mergers. Company Equity Plans means the Companys 2000 Stock Option Plan, the Companys 2004 Stock Option Plan and the Companys 2007 Equity Incentive Award Plan (as amended August 15, 2013). Company Executive Team means the Chief Executive Officer of the Company, and the individuals who report directly to him. Company Governing Documents means the Company Byla

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this Agreement), dated February 17, 2014, is by and among Actavis plc, a company incorporated under the laws of Ireland (Parent), Tango US Holdings Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (US Holdco), Tango Merger Sub 1 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdco (Merger Sub 1), Tango Merger Sub 2 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdco (Merger Sub 2 and, together with Merger Sub 1, the Merger Subs) and Forest Laboratories, Inc., a Delaware corporation (the Company). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, US Holdco, each of the Merger Subs and the Company are each sometimes referred to herein as a Party and collectively

Certain Definitions. For the purposes of this Agreement, the term: 2005 Act means the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland. Acceptable Confidentiality Agreement means a confidentiality agreement that contains terms that are no less favorable in the aggregate to the Company or Parent, as applicable, than those contained in the Confidentiality Agreement; provided, however, that an Acceptable Confidentiality Agreement shall not be required to contain standstill provisions. Adverse Law or Order means (i) any statute, rule or regulation (other than any Antitrust Law) shall have been enacted or promulgated by any Governmental Entity of competent jurisdiction which prohibits or makes illegal the consummation of the First Merger, (ii) there shall be in effect any order or injunction of a court of competent jurisdiction preventing the consummation of the First Merger or (iii) after the date hereof, any legislation, Treasury regulations (temporary or final) or any other type of authority set forth in Treasury Regulations Section 1.6662-4(d)(3)(iii) shall have been enacted or issued, as applicable, that would cause (1) Parent, as a result of the Mergers, to be treated as a domestic corporation for U.S. federal income tax purposes or (2) PwC to be unable to affirm in writing the PwC Opinion as of the Closing Date. Antitrust Laws mean any antitrust, competition or trade regulation Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, including the HSR Act. Available Cash Election Amount means the difference between (a) the product of the Mixed Cash Consideration multiplied by the total number of shares of Company Common Stock (other than Company Shares to be cancelled or converted in accordance with Section 2.1(b)) issued and outstanding immediately prior to the First Effective Time, minus (b) the product of (i) (x) the total number of Mixed Election Shares (it being understood, for the avoidance of doubt, that No Election Shares shall be deemed to be Mixed Election Shares for this purpose), multiplied by (y) the Mixed Cash Consideration minus (c) the product of (i) the total number of Proposed Dissenting Shares as of immediately prior to the First Effective Time multiplied by (ii) the Cash Election Consideration. Bribery Legislation means all and any of the following: the United States Foreign Corrupt Practices Act of 1977; the Organization For Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and related implementing legislation; the relevant common law or legislation in England and Wales relating to bribery and/or corruption, including, the Public Bodies Corrupt Practices Act 1889; the Prevention of Corruption Act 1906 as supplemented by the Prevention of Corruption Act 1916 and the Anti-Terrorism, Crime and Security Act 2001; the Bribery Act 2010; the Proceeds of Crime Act 2002; and any anti-bribery or anti-corruption related provisions in criminal and anti-competition laws and/or anti-bribery, anti-corruption and/or anti-money laundering laws of any jurisdiction in which Parent or the Company operates. business days has the meaning set forth in Rule 14d-1(g)(3) of the Exchange Act. Cash Election Amount means the product of the number of Cash Election Shares multiplied by the Cash Election Consideration. CBI means the Central Bank of Ireland. CERCLA means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and any regulations promulgated thereunder. Code means the Internal Revenue Code of 1986, as amended. Company Bylaws means the bylaws of the Company, as amended and restated as of the date of this Agreement. Company Certificate means the Certificate of Incorporation of the Company as amended, amended and restated and supplemented and in effect on the date hereof. Company Competing Proposal means any proposal made by a Person or group (other than a proposal or offer by Parent or any of its Subsidiaries) at any time which is structured to permit such Person or group to acquire beneficial ownership of at least twenty percent (20%) of the assets of, equity interest in, or businesses of, the Company (whether pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer or exchange offer or otherwise, including any single or multi-step transaction or series of related transactions), in each case other than the Mergers. Company Equity Plans means the Companys 2000 Stock Option Plan, the Companys 2004 Stock Option Plan and the Companys 2007 Equity Incentive Award Plan (as amended August 15, 2013). Company Executive Team means the Chief Executive Officer of the Company, and the individuals who report directly to him. Company Governing Documents means the Company Byla

Certain Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 24, 2013, by and among Valeant Pharmaceuticals International, a Delaware corporation (Parent), Stratos Merger Corp., a Delaware corporation (Merger Sub), and Bausch & Lomb Holdings Incorporated, a Delaware corporation (the Company), and, with respect to Section 8.22 and the other provisions of Article VIII related thereto, Valeant Pharmaceuticals International, Inc., a Canadian corporation (Parent Holdco).

Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth or as referenced below: Acquisition Proposal means any proposal or offer from any Person (other than Parent and its Affiliates) with respect to any (a) merger, business combination, reorganization, share issuance or share exchange, consolidation or similar transaction pursuant to which equity securities representing a majority of the total voting power of the Company, any of its Subsidiaries or any surviving entity of such transaction, would be held by one or more third parties not previously affiliated with the Company or (b) acquisition or purchase of any material assets of, or any of the equity interests in, the Company or any of its Subsidiaries. Additional Cash Amount shall mean $75,000,000. Affiliate shall mean, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such first Person. The term control (including, with correlative meanings, the terms controlled by and under common control with), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise; provided that (i) Affiliate shall not include the portfolio companies of any holders of Company Shares or any Affiliates of such portfolio companies (other than such holders of Company Shares) and (ii) after the Closing, (x) no holder of Company Shares prior to the Closing or Person that would be a Non-Recourse Party of such holder shall be considered an Affiliate of the Company or any Subsidiary of the Company and (y) neither the Company nor any Subsidiary of the Company shall be considered an Affiliate of any holder of Company Shares prior to the Closing or any Person that would be a Non-Recourse Party of such holder. Aggregate Option Exercise Price shall mean the aggregate exercise price of all Options in respect of which a payment is required to be made pursuant to Section 2.08. Aggregate Purchase Price shall mean the Total Enterprise Value, minus the Closing Debt Amount, minus the Company Expenses, minus the Performance Option Payment, plus the Aggregate Option Exercise Price, plus the Company Cash Amount, plus the Additional Cash Amount. Agreement shall have the meaning set forth in the preamble hereto. Anticorruption Laws shall have the meaning set forth in Section 3.20(a). Antitrust Laws shall have the meaning set forth in Section 5.05(c). Appraisal Shares shall have the meaning set forth in Section 2.07(b). Bankers Fees shall mean the aggregate amount of fees and expenses payable to the Persons set forth on Schedule 1.01(a) in connection with the transactions contemplated by this Agreement. Business Day shall mean any day other than a Saturday, a Sunday or a day on which banks in the City of New York or Montreal, Canada are authorized or obligated by Law or executive order to close. Cash Amount shall have the meaning set forth in Section 2.08. Certificate shall have the meaning set forth in Section 2.12(c). Certificate of Merger shall have the meaning set forth in Section 2.03. Cleary Gottlieb shall have the meaning set forth in Section 8.07. Closing shall have the meaning set forth in Section 2.02. Closing Date shall have the meaning set forth in Section 2.02. Closing Debt Amount shall mean without duplication and as of the Closing (i) all Obligations of the Company and its Subsidiaries in respect of indebtedness for money borrowed and (ii) all Obligations of the Company and its Subsidiaries in respect of interest, fees, prepayment premiums, breakage costs and other similar costs accrued and unpaid with respect to the Obligations referred to in clause (i), in each case other than intercompany Obligations of the Company and its Subsidiaries. Code shall mean the U.S. Internal Revenue Code of 1986, as amended. Commitment Letter shall have the meaning set forth in Section 4.05. Common Stock shall mean the common stock, par value $0.01 per share, of the Company. Company shall have the meaning set forth in the preamble hereto. Company Cash Amount shall mean $149,000,000. Company Expenses shall mean (i) the Bankers Fees, (ii) costs and expenses unpaid as of the date hereof and associated with the preparation of the Companys Registration Statement and proposed initial public offering as determined by the Company, in its reasonable discretion, and set forth in a statement to be delivered by the Company to Parent prior to the Closing and (iii) all other expenses of the Company unpaid as of the date hereof relating to or incurred in connection with the transactions contemplated hereby as determined by the Company, in its reasonable discretion, and set forth in a statement to be delivered by the Company to Parent prior to the Closing, excluding compensation expenses and payments made in re

Certain Definitions from Agreement and Plan of Merger

This Agreement and Plan of Merger (this Agreement), is entered into as of December 19, 2012, by and among Red Hat, Inc., a Delaware corporation (the Buyer), Salta Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Buyer (the Merger Sub), ManageIQ, Inc. a Delaware corporation (the Company) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the holder agent (the Holder Agent). Capitalized terms that are used in this Agreement but not otherwise defined in this Agreement shall have the respective meanings ascribed to them in Article VIII.

Certain Definitions. For purposes of this Agreement, each of the terms set forth below has the meaning set forth immediately following such term. 280G Disclosure Statement has the meaning set forth in Section 4.3(b). 280G Vote has the meaning set forth in Section 4.3(b). Accountant means KPMG LLP. Adjusted Working Capital means, with respect to the Company on the Closing Date, (i) current assets, minus (ii) the sum of (A) long term deferred revenue, plus (B) current Liabilities. Adjusted Working Capital shall be calculated (A) without giving effect, and without regard, to the transactions contemplated by this Agreement, and (B) in accordance with GAAP on a consistent basis with the Financial Statements (except to the extent that the specific provisions contained herein for calculating Adjusted Working Capital deviate from the procedures and methodologies of GAAP). Adjusted Working Capital shall be calculated without regard to Company Holder Transaction Costs to the extent that such Company Holder Transaction Costs are paid prior to or concurrently with the Closing. Schedule 8.1(a) sets forth the Companys calculation of the Adjusted Working Capital as of September 30, 2012. Adjusted Working Capital Certificate has the meaning set forth in Section 1.6(a). Affiliate means any affiliate, as defined in Rule 12b-2 under the Securities Exchange Act of 1934. Aggregate Common Share Preference Amount has the meaning set forth in Section 1.5(g)(i). Aggregate Series A Preference Amount has the meaning set forth in Section 1.5(g)(iii). Aggregate Series A-1 Preference Amount has the meaning set forth in Section 1.5(g)(iv). Aggregate Series A-2 Preference Amount has the meaning set forth in Section 1.5(g)(v). Aggregate Option Exercise Price has the meaning set forth in Section 1.5(g)(ii). Agreed Amount means part, but not all, of the Claimed Amount. Ancillary Agreements means the Non-Competition Agreements, the Escrow Agreement, the Warrant Termination Agreement, the Founder Warrant Agreement and the IPO Note Termination Agreement. Anti-Corruption Laws has the meaning set forth in Section 2.24(b). Antitrust Law means any federal, state, provincial or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade. Anything of Value means cash or a cash equivalents; discounts or rebates; gifts; use of materials, facilities or equipment; entertainment; drinks; meals; transportation; lodging; and charitable or political contributions. Available Escrow Fund means, at any time, the amount then remaining in the Escrow Fund less the amount of all Damages or potential Damages identified in any unresolved Claim Notice. AWC Objection Deadline Date has the meaning set forth in Section 1.6(c). AWC Objection Statement has the meaning set forth in Section 1.6(c). AWC Unresolved Objections has the meaning set forth in Section 1.6(c)(ii). Bankruptcy and Equity Exception has the meaning set forth in Section 2.3. Benefit Arrangement means any benefit arrangement, obligation, custom or practice, whether or not legally enforceable, to provide benefits, other than salary or under a Benefit Plan, as compensation for services rendered, including employment or consulting agreements, severance agreements or pay policies, stay or retention bonuses or compensation, executive or incentive compensation programs or arrangements, incentive programs or arrangements, sick leave, vacation pay, plant closing benefits, patent award programs, salary continuation for disability, consulting, or other compensation arrangements, workers compensation, retirement, deferred compensation, bonus, stock option or purchase plans or programs, hospitalization, medical insurance, life insurance, tuition reimbursement or scholarship programs, employee discount programs, meals, travel, or vehicle allowances, any plans subject to Section 125 of the Code and any plans providing benefits or payments in the event of a change of control, change in ownership or effective control, or sale of a substantial portion (including all or substantially all) of the assets of any business or portion thereof. Benefit Plan has the meaning given in ERISA Section 3(3), together with plans or arrangements that would be so defined if they were not (i) otherwise exempt from ERISA by that or another section, (ii) maintained outside the United States or (iii) individually negotiated or applicable only to one Person. Bid means any outstanding quotation, bid or proposal by the Company which, if accepted or awarded, would lead to a contract with a Governmental Entity or a prime contractor or higher tier subcontractor to a Governmental Entity, for the development, manufacturing, distribution, sale, licensing, provision or delivery by the Company of any product or service. Buyer has the meaning set forth in the first paragraph of this Agreement. Buyer Common Stock means the common stock, $0.001 par value per share, of Buyer. Buyer Compliance Certificate means a

Certain Definitions from Agreement and Plan of Merger

This Agreement and Plan of Merger (this Agreement), is entered into as of the 28th day of October 2012, by and among Brooks Automation, Inc., a Delaware corporation (the Buyer), Niners Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Buyer (the Merger Sub), Crossing Automation Inc., a Delaware corporation (the Company) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the holder representative (the Holder Representative). Capitalized terms used in this Agreement shall have the meanings ascribed to them in Article VIII.

Certain Definitions. For purposes of this Agreement, each of the terms set forth below has the meaning set forth immediately following such term. 2012 Income Tax Refund has the meaning set forth in Section 4.14. Accountant means Ernst & Young LLP. Adjusted Working Capital means, with respect to the Company and its Subsidiaries on a consolidated basis on the Closing Date: (i) up to $4,451,000 in cash and cash equivalents held by the Companys foreign Subsidiaries, plus (ii) up to $100,000 of cash and cash equivalents held directly by the Company in the United States, plus (iii) accounts receivable (net of allowances), plus (iv) inventories (net of allowances other than excess and obsolete inventory addressed by clause (xiv) below), plus (v) prepaid expenses, plus (vi) deferred costs of sales, plus (vii) prepaid United States federal income Taxes for the Companys fiscal year 2013 in an amount not to exceed $380,000, minus (viii) current trade payables, minus (ix) accrued compensation/paid time off/payroll, minus (x) deferred revenue, minus (xi) manufacturing operations claims, minus (xii) customer deposits, minus (xiii) the amount of Taxes associated with the repatriation of cash and cash equivalents from Crossing Automation GmbH to the Company (which such amount shall not be less than $51,000), minus (xiv) the sum of (1) the amount of excess and obsolete inventory of the Company and its Subsidiaries determined in accordance with the historical procedures and policies of the Company and its Subsidiaries (the Base E&O Amount), plus (2) the Incremental E&O Amount (as defined below), provided that the amount added pursuant to this subclause (2) shall not exceed $400,000, minus (xv) all current Liabilities to the extent not set forth in clauses (viii) though (xiv), inclusive. Adjusted Working Capital shall be calculated (A) without giving effect, and without regard, to any of (A) the transactions contemplated by this Agreement (except as expressly set forth herein), (B) accrued Taxes (except for an aggregate of $51,000 of Taxes payable in connection with the matters set forth in Section 4.15 and as reflected in clause (xiii) above) and (C) accrued warranty, and (B) in accordance with GAAP on a consistent basis with the Financial Statements (except to the extent that the specific provisions contained herein for calculating Adjusted Working Capital deviate from the procedures and methodologies of GAAP). Schedule 8.1(a) sets forth the Companys illustration of the Adjusted Working Capital as of the date hereof. Incremental E&O Amount means the amount by which (C) the amount of excess and obsolete inventory determined by applying the Companys policies and procedures for determining excess and obsolete inventory in the U.S. to the Companys spare parts inventory held in the Companys foreign Subsidiaries exceeds (D) the Base E&O Amount. Adjusted Working Capital Certificate has the meaning set forth in Section 1.6(a). Affiliate means any affiliate, as defined in Rule 12b-2 under the Securities Exchange Act of 1934. Aggregate Option Exercise Price has the meaning set forth in Section 1.5(f)(i). Aggregate Series A Preference Amount has the meaning set forth in Section 1.5(f)(ii). Aggregate Series B Preference Amount has the meaning set forth in Section 1.5(f)(iii). Agreed Amount means part, but not all, of the Claimed Amount. Agreement has the meaning set forth in the first paragraph of this Agreement. Ancillary Agreements means the Stockholder Agreements, the Non-Competition Agreement, the Escrow Agreement and the Paying Agent Agreement. Anti-Corruption Laws means the Foreign Corrupt Practices Act of 1977, as amended, any similar applicable Law of any non-U.S. jurisdiction, any and any Laws dealing with bribery, extortion, and kickbacks, and Laws governing the offering or giving of gifts and gratuities or Anything of Value to commercial business partners or Public Officials. Antitrust Law means any federal, state, provincial or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade. Anything of Value shall mean and include, but not be limited to cash or a cash equivalents; discounts or rebates; gifts; use of materials, facilities or equipment; entertainment; drinks; meals; transportation; lodging; and charitable or political contributions. Available Indemnity Escrow Fund shall mean, at any time, the amount then remaining in the Indemnity Escrow Fund less the amount of any Losses or potential Losses identified in any unresolved Claim Notice. Available Working Capital Escrow Fund shall mean, at any time, the amount then remaining in the Working Capital Escrow Fund less any amounts payable to Company Holders pursuant to Section 1.6. AWC Objection Deadline Date has the meaning set forth in Section 1.6(b). AWC Objection Statement has the meaning set forth in Section 1.6(b). AWC Unresolved Objections has the meaning set forth in Section 1.6(b)(ii). Bankruptcy and Equity Excepti