Company 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 Company (organization) values">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 (organization) values">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 Registration Rights Agreement

This Registration Rights Agreement (the Agreement) is made and entered into as of this 29th day of December, 2016, by and among RMG Networks Holding Corporation, a Delaware corporation (the Company), 2012 DOOH Investments LLC (DOOH Investments), DRW Commodities, LLC (DRW Commodities), and Childrens Trust C/U The Donald R. Wilson 2009 GRAT #1 (the Trust and together with DRW Commodities and DOOH Investments, the Standby Purchasers and each a Standby Purchaser). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement (as defined below) unless otherwise defined herein.

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Registrable Securities has the meaning specified in Section 2. Common Stock means the Companys common stock, par value $0.0001 per share, and any securities into which such shares may hereinafter be reclassified. Existing Agreements means (i) those two Registration Rights Agreements, each dated as of April 8, 2013, among the Company and the parties set forth on the applicable Schedule of Stockholders attached thereto, (ii) the Investor Rights Agreement, dated as of April 19, 2013, by and among the Company and the parties set forth on Schedule A thereto, (iii) the Registration Rights Agreement, dated as of April 19, 2013, between the Company and DRW Commodities, LLC, and (iv) the Registration Rights Agreement, dated as of March 25, 2015, by and among the Company and certain stockholders of the Company identified therein. Holder means a Standby Purchaser or any transferee or assignee of a Standby Purchaser to whom a Standby Purchaser assigns its rights under this Agreement in accordance with Section 7(c), and any subsequent transferee or assignee to whom a transferee or assignee further assigns its rights under this Agreement in accordance with Section 7(c). Initial Registrable Securities means (i) the Legacy Shares, (ii) the Warrants, (iii) the Warrant Shares, (iv) the Standby Shares and (v) any other securities issued or issuable with respect to or in exchange for the Legacy Shares, the Warrants, the Warrant Shares or the Standby Shares, whether by merger, dividend, recapitalization, exchange, adjustment, charter amendment, similar event or otherwise. Legacy Shares means all shares of Common Stock held by the Standby Purchasers as of the date hereof. Prospectus means (i) any prospectus (preliminary or final) included in any Registration Statement or any Existing Registration (as defined below), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement or Existing Registration and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any free writing prospectus as defined in Rule 405 under the 1933 Act. Purchase Agreement means the Standby Purchase Agreement, dated as of November 30, 2016, among the Company and each Standby Purchaser. Register, registered and registration refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document. Registrable Securities means the Initial Registrable Securities, and the Additional Registrable Securities; provided, that, a security shall cease to be a Registrable Security upon sale pursuant to a Registration Statement or Rule 144 under the 1933 Act. Registration Statement means any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits to, and all material incorporated by reference in, such Registration Statement. Required Holders means the Holders beneficially owning a majority of the Registrable Securities. SEC means the U.S. Securities and Exchange Commission. Standby Shares means all shares of Common Stock issued to the Holders in connection with the Rights Offering, including all shares of Common Stock issued to each Holder pursuant to such Holders exercise of the Rights, pursuant to the Purchase Agreement or otherwise. Warrants means the warrants to purchase an aggregate of 2,533,333 shares of Common Stock (subject to adjustment) held by DOOH Investments as of the date hereof. Warrant Shares means all shares of Common Stock issued or issuable upon exercise of the Warrants, together with any additional shares of Common Stock that become issuable upon exercise of such warrants due to any adjustment required by the terms thereof (including as a result of the Rights Offering). 1933 Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 1934 Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Certain Definitions from Indemnification Agreement

AGREEMENT, dated as of December 8, 2014, by and between NanoFlex Power Corporation, with an address at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 ("Indemnitor") and Dean Ledger, residing at 9290 E. Thompson Peak Parkway, Lot 134, Scottsdale AZ 85255 ("Indemnitee").

Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement: (a)Agreement: shall mean this Indemnification Agreement, as amended from time to time hereafter. (b)Claim: means any threatened, asserted, pending or completed civil, criminal, administrative, investigative or other action, suit or proceeding of any kind whatsoever, including any arbitration or other alternative dispute resolution mechanism, or any appeal of any kind thereof, or any inquiry or investigation, whether instituted by the Company, any governmental agency or any other party, that the Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative dispute resolution mechanism or any action taken under the Company's charter or by laws which relates to the Guaranty or the Premises. (c)Indemnifiable Expenses: means all expenses and liabilities, including judgments, fines, penalties, interest, amounts paid in settlement, and counsel fees and disbursements (including, without limitation, experts' fees, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim, whether occurring before, on or after the date of this Agreement (any such event, an "Indemnifiable Event"). (d)Person: means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

Certain Definitions from Stockholders Agreement

THIS STOCKHOLDERS AGREEMENT (this Agreement) is made and entered into as of November 9, 2016, by and among Smart Sand, Inc., a Delaware corporation (the Company), and each of Clearlake Capital Partners II (Master), L.P., a Delaware limited partnership (Clearlake), and Keystone Cranberry, LLC, a Pennsylvania limited liability company (Keystone and Clearlake, each a Principal Stockholder). This Agreement shall become effective (the Effective Date) upon the closing of the Companys initial public offering of shares of its common stock, par value $0.001 per share (the Common Stock).

Certain Definitions. As used in this Agreement, the following terms have the following meanings: Affiliate means, with respect to any person, any other person controlled by, controlling or under common control with such person; provided that the Company and its Subsidiaries shall not be deemed to be Affiliates of either of the Principal Stockholders. As used herein, control (including, with its correlative meanings, controlling, controlled by and under common control with) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise). Beneficially Own means that a specified person has or shares the right, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to vote shares of capital stock of the Company. Board means the board of directors of the Company. Change of Control means (i) the sale or disposition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis to any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than to either of the Principal Stockholder or their respective Affiliates; or (ii) any transaction or series of related transactions (including, but not limited to, a merger or consolidation) that results in any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than either of the Principal Stockholders and their respective Affiliates, acquiring shares of Common Stock or other equity interest of the Company that represent more than 50% of the total voting power of the Company (or any resulting company after such transaction). Subsidiary or Subsidiaries of any person means any corporation, partnership, joint venture or other legal entity of which such person (either alone or through or together with any other person), owns, directly or indirectly, 50% or more of the stock or other equity interests which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

Certain Definitions from Restricted Stock Unit Award Agreement

Effective as of the grant date specified on Exhibit A hereto (the "Grant Date"), FirstMerit Corporation (the "Company") has granted to the individual identified on Exhibit A hereto (the "Participant") an Award consisting of a number of time-based restricted stock units of the Company as specified on Exhibit A hereto (the "RSUs"), each of which will entitle the Participant to receive one Share subject to the terms and conditions described in the FirstMerit Corporation 2011 Equity Incentive Plan (the "Plan") and this Time-Based Restricted Stock Unit Award Agreement (this "Award Agreement"). For the avoidance of doubt, notwithstanding anything to the contrary in Section 2A (or any similar provision) of the Participant's Change in Control Agreement (as defined below), in no event shall any RSU become nonforfeitable solely as a result of the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of January 25, 2016, by and among Huntington Bancshares In

Certain Definitions. Capitalized terms used, but not otherwise defined, in this Award Agreement will have the meanings given to such terms in the Plan. 2.Vesting of RSUs. The RSUs will become nonforfeitable as follows:a.Normal Vesting. Provided that the contingency described on Exhibit A is satisfied, the RSUs shall become nonforfeitable (and payable to the Participant pursuant to Section 4 hereof) (the "Earned Shares") (i) to the extent of one-third of the RSUs after the Participant shall have been in the continuous employ of the Company or a subsidiary for one full year from the Grant Date (the "First Vesting Date") and (ii) to the extent of an additional one-third of the RSUs after each of the next two successive years thereafter during which the Participant shall have been in the continuous employ of the Company or a subsidiary (the "Second Vesting Date" and the "Final Vesting Date", respectively) (any of the First Vesting Date, the Second Vesting Date and the Final Vesting Date is referred to as a "Vesting Date"); provided, that the number of Earned Shares may be reduced by the Committee in its sole discretion, including to zero, prior to settlement of the RSUs pursuant to Section 4 hereof if the Committee determines that the individual performance of the Participant after the Grant Date is unsatisfactory. For purposes of this Award Agreement, the continuous employment of the Participant with the Company or a subsidiary will not be deemed to have been interrupted, and the Participant shall not be deemed to have ceased to be an employee of the Company or a subsidiary, by reason of the transfer of the Participant's employment among the Company, its subsidiaries or any of their successors. Except as provided in Section 2.b below, any RSUs that do not become nonforfeitable because either the contingency described on Exhibit A is not satisfied or the Participant ceases to be continuously employed by the Company, its subsidiary or any of their successors prior to the Final Vesting Date will be forfeited. b.Special Vesting. Provided that the contingency described on Exhibit A is satisfied, notwithstanding anything to the contrary in this Section 2, if the Participant dies, terminates employment with the Company and its subsidiaries as a result of Disability or Retires prior to the Final Vesting Date, then any RSUs that have not previously become nonforfeitable will become nonforfeitable as of the date of such death, termination of employment due to Disability or Retirement (and payable to the Participant pursuant to Section 4 hereof); provided, that the number of RSUs becoming nonforfeitable pursuant to this Section 2.b. may be reduced by the Committee in its sole discretion, including to zero, prior to settlement of the RSUs pursuant to Section 4 hereof if the Committee determines that the individual performance of the Participant after the Grant Date is unsatisfactory. For purposes of this Award Agreement, "Retires" or "Retirement" means that the Participant voluntarily terminates employment with the Company and its subsidiaries after attaining the age of 65 (other than at a time during which the Company has Cause to terminate the Participant's employment).c.Change in Control Termination Protection. Provided that the contingency described on Exhibit A is satisfied, notwithstanding anything to the contrary in this Section 2 or in Section 2A (or any similar provision) of the Participant's Change in Control Agreement, if, prior to the Final Vesting Date, the Participant's employment is involuntarily terminated by the Company (or its successor) without Cause (as defined in the Plan) or by the Participant for Good Reason (as defined below) on account of or following the date of consummation of a Change in Control, then any RSUs that have not previously become nonforfeitable will become nonforfeitable as of the date of such termination (and payable to the Participant pursuant to Section 4 hereof). d.Change Entity. For purposes of this Agreement, the entity resulting from a Change in Control (including, if appropriate, the Company) or succeeding to the Company's interest in connection with a Change in Control is referred to as the "Change Entity."e.Good Reason. For purposes of this Agreement, the term "Good Reason" shall mean any of the following to which the Participant has not specifically consented in writing:

Certain Definitions

Certain Definitions. For purposes of this Article V, references to the "Company" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article V with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article V, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Company" shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to in this Article V.

Certain Definitions from Amended and Restated Governance Agreement

This Second Amended and Restated Governance Agreement (this Agreement) is made as of November 1, 2016, by and among IAC/InterActiveCorp, a Delaware corporation (IAC or the Company), Mr. Barry Diller (Mr. Diller) and the persons signatory hereto (each, a Diller Party and, collectively with Mr. Diller, the Diller Parties) and shall be effective as of the Effective Date.

Certain Definitions. As used in this Agreement, the following terms have the following respective meanings: Affiliate means with respect to any person, any other person, directly or indirectly, controlling, controlled by or under common control with such person. For purposes of the foregoing definition, the term controls, is controlled by, or is under common control with means 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. At-the-Market Transaction means a Transfer by a Diller Party of any share of Class B Common Stock to a Third Party at a price per share of Class B Common Stock that is no higher than the greater of (x) the last closing sale price of a share of the Common Stock on the NASDAQ (or the principal securities exchange or principal securities market on which the Common Stock is then listed or traded) (the Market Price) on the last trading day immediately preceding the date that a definitive agreement is entered into with regard to such Transfer and (y) the Market Price on the last trading day immediately preceding the date that such Transfer is completed. beneficial owner (including, with correlative meanings, the terms beneficially own and beneficial ownership) has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. Charitable Organization means an entity that is exempt from taxation under Section 501(c)(3) or Section 501(c)(4) of the United States Internal Revenue Code of 1986, as amended (or any successor provisions thereto) (whether a determination letter with respect to such successors exemption is issued before, at or after the relevant determination date), and further includes any successor entity of similar status. Covered Transaction means (x) with respect to the Company (i) an acquisition of beneficial ownership by a Third Party of shares of Capital Stock of the Company (or of the voting equity of a corporation that the Company merges with or into or of the parent of such a corporation) that would entitle the Third Party to exercise or control, directly or indirectly, more than fifty percent (50%) of the total voting power of the outstanding voting securities (which excludes the Class C Common Stock) of the Company (or of the surviving corporation in a merger with or into the Company or of its parent resulting from such a transaction) by means of any transaction or series of transactions (including any reorganization, merger, consolidation, joint venture, share transfer, tender offer, exchange offer or similar transaction) or (ii) a sale, lease or other disposition in any transaction or series of transactions of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; or (y) with respect to the Companys Capital Stock, any transaction or series of transactions by Mr. Diller, his Family Members and/or Family Entities that, directly or indirectly, would result in a Third Party owning at least twenty-five percent (25%) of the total voting power of the Companys outstanding voting securities (which excludes the Class C Common Stock), other than an At-the-Market Transaction. Disinterested Director means a member of the Board who does not have, directly or indirectly, a pecuniary or personal interest in the transaction to be approved, other than as a holder of Common Stock or Class C Common Stock. Equity Securities means the equity securities of the Company calculated on a Common Stock equivalent basis (with each share of Class C Common Stock counted as one share of Common Stock for purposes of such calculation), including all outstanding shares of any class of Capital Stock and those shares issuable upon exercise, conversion or redemption of other securities of the Company not otherwise included in this definition. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Family Entity means (x) those entities identified on Schedule 1 and (y) any general or limited partnership, corporation, limited liability company, trust or other legal entity that is, at all times during the term of this Agreement, wholly owned, directly or indirectly, by, or as to which the sole beneficiaries of any shares of Capital Stock held by such entity are, Mr. Diller and/or one or more Family Members (provided that any private foundation or Charitable Organization to which no person other than Mr. Diller and/or his Family Members is an investment advisor shall be permitted to be an additional beneficiary of shares of Capital Stock without violating such requirement, it being understood that no such private foundation or Charitable Organization may constitute a Family Entity and that nothing in this proviso shall exclude any Transfer to a private foundation or Charitable Organization from the provisions of Sections 2 and 4 of this Agreement). Family Member means, with respect to Mr. Diller, the spo

CERTAIN DEFINITIONS from Stockholders Agreement

This Amendment No. 1 to Stockholders Agreement, dated as of November 4, 2016, (this Amendment), is by and between Barry Diller (Diller), for himself and on behalf of the members of the Diller Stockholder Group, and Liberty Expedia Holdings, Inc., a Delaware corporation (Splitco), for itself and on behalf of the members of the Splitco Stockholder Group, and amends that certain Amended and Restated Stockholders Agreement, dated as of December 20, 2011 (the Original Stockholders Agreement), as amended by the Stockholders Agreement Assignment (as defined below) (the Assigned Stockholders Agreement). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Assigned Stockholders Agreement.

CERTAIN DEFINITIONS. As used in this Amendment, the following terms have the respective meanings set forth below, and, to the extent any such term has not heretofore been defined in Section 1.1 of the Assigned Stockholders Agreement, then Section 1.1 of the Assigned Stockholders Agreement is deemed amended by adding such terms in their respective alphabetical order position, or, in the event any such term is already defined in Section 1.1 of the Assigned Stockholders Agreement, then the meaning of such term is amended and restated as follows, with such amendments and deemed amendments to be applicable only during the Assignment Period in accordance with Section 6 of this Agreement. 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 such specified Person, for so long as such Person remains so affiliated to the specified Person. For purposes of this definition, (i) natural persons shall not be deemed to be Affiliates of each other, (ii) no member of the Malone Group shall be deemed to be an Affiliate of Liberty, Splitco, the Company or Diller, (iii) none of Liberty, Splitco, the Company or Diller shall be deemed to be an Affiliate of any of such other persons, (iv) none of Liberty Media Corporation, Liberty Broadband Corporation, Liberty TripAdvisor Holdings, Inc., Discovery Communications Inc., Starz, CommerceHub, Inc. or Liberty Global plc and, following the Split-Off, Liberty, shall be deemed to be an Affiliate of Splitco or any member of the Malone Group and (v) IAC/InterActiveCorp shall not be deemed to be an Affiliate of the Company or Diller. Amendment has the meaning set forth in the Preamble. Assigned Stockholders Agreement has the meaning set forth in the Preamble. Assignment Period means the period from the Effective Time to the Proxy Swap Termination Date. Certificate means the Amended and Restated Certificate of Incorporation of Splitco, as in effect at the Effective Time (as the same may be amended from time to time). Chairman Termination Date means the later of (i) such time as Diller no longer serves as Chairman and (ii) such time as Diller no longer holds the Splitco Proxy (other than suspension of such proxy pursuant to Section 3.3(e) of the Assigned Stockholders Agreement or pursuant to the terms of the Diller Assignment). Diller has the meaning set forth in the Preamble. Diller Assignment has the meaning set forth in the Recitals. Effective Time has the meaning set forth in the Transaction Agreement. Expedia Reimbursement Agreement has the meaning set forth in the Transaction Agreement. Interim Amendments means the amendments to the Assigned Stockholders Agreement set forth in Sections 1 and 2 of this Amendment. Governance Agreement has the meaning set forth in the Recitals. Governance Agreement Assignment has the meaning set forth in the Recitals. Letter Agreement means that certain letter agreement from Diller to Liberty, to be delivered in connection with the Split-Off pursuant to the Stockholders Agreement. Malone has the meaning set forth in the Recitals. Malone Group has the meaning set forth in the Recitals. Malone Proxy has the meaning set forth in the Recitals. Mrs. Malone has the meaning set forth in the Recitals. NASDAQ means The Nasdaq Global Select Market. Original Stockholders Agreement has the meaning set forth in the Preamble. Proxy Swap Certificate and Bylaw Provisions has the meaning assigned to it in the Transaction Agreement. Proxy Swap Termination Date has the meaning assigned to it in the Transaction Agreement. Specified Corporate Action means any of the following actions proposed for approval by the Companys stockholders (whether by vote or written consent): (i) any recapitalization, reclassification or other change in the existing capital structure of the Company or the voluntary commencement of any liquidation, dissolution or winding up of the Company, (ii) any merger or other business combination involving the Company or its Subsidiaries (other than solely among Subsidiaries of the Company) or any sale of all or substantially all of the Companys assets, (iii) the creation of any new class or series of the Companys Capital Stock or the issuance (other than pursuant to options, warrants or other rights outstanding at the Effective Time) of Common Shares (including to the extent stockholder approval is required for NASDAQ purposes); (iv) any amendment to the Companys certificate of incorporation or bylaws as then in effect; and (v) any removal of a Director from the Board (other than (x) the Splitco Directors elected pursuant to the Governance Agreement, as amended by the Governance Agreement Assignment, or (y) for Cause). Splitco has the meaning set forth in the Preamble. Splitco Board means the board of directors of Splitco. Splitco Bylaws means the amended and restated bylaws of Splitco as in effect at the Effective Time, as the same may be amended from

Certain Definitions from Amended and Restated Governance Agreement

This Second Amended and Restated Governance Agreement (this Agreement) is made as of November 1, 2016, by and among IAC/InterActiveCorp, a Delaware corporation (IAC or the Company), Mr. Barry Diller (Mr. Diller) and the persons signatory hereto (each, a Diller Party and, collectively with Mr. Diller, the Diller Parties) and shall be effective as of the Effective Date.

Certain Definitions. As used in this Agreement, the following terms have the following respective meanings: Affiliate means with respect to any person, any other person, directly or indirectly, controlling, controlled by or under common control with such person. For purposes of the foregoing definition, the term controls, is controlled by, or is under common control with means 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. At-the-Market Transaction means a Transfer by a Diller Party of any share of Class B Common Stock to a Third Party at a price per share of Class B Common Stock that is no higher than the greater of (x) the last closing sale price of a share of the Common Stock on the NASDAQ (or the principal securities exchange or principal securities market on which the Common Stock is then listed or traded) (the Market Price) on the last trading day immediately preceding the date that a definitive agreement is entered into with regard to such Transfer and (y) the Market Price on the last trading day immediately preceding the date that such Transfer is completed. beneficial owner (including, with correlative meanings, the terms beneficially own and beneficial ownership) has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. Charitable Organization means an entity that is exempt from taxation under Section 501(c)(3) or Section 501(c)(4) of the United States Internal Revenue Code of 1986, as amended (or any successor provisions thereto) (whether a determination letter with respect to such successors exemption is issued before, at or after the relevant determination date), and further includes any successor entity of similar status. Covered Transaction means (x) with respect to the Company (i) an acquisition of beneficial ownership by a Third Party of shares of Capital Stock of the Company (or of the voting equity of a corporation that the Company merges with or into or of the parent of such a corporation) that would entitle the Third Party to exercise or control, directly or indirectly, more than fifty percent (50%) of the total voting power of the outstanding voting securities (which excludes the Class C Common Stock) of the Company (or of the surviving corporation in a merger with or into the Company or of its parent resulting from such a transaction) by means of any transaction or series of transactions (including any reorganization, merger, consolidation, joint venture, share transfer, tender offer, exchange offer or similar transaction) or (ii) a sale, lease or other disposition in any transaction or series of transactions of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; or (y) with respect to the Companys Capital Stock, any transaction or series of transactions by Mr. Diller, his Family Members and/or Family Entities that, directly or indirectly, would result in a Third Party owning at least twenty-five percent (25%) of the total voting power of the Companys outstanding voting securities (which excludes the Class C Common Stock), other than an At-the-Market Transaction. Disinterested Director means a member of the Board who does not have, directly or indirectly, a pecuniary or personal interest in the transaction to be approved, other than as a holder of Common Stock or Class C Common Stock. Equity Securities means the equity securities of the Company calculated on a Common Stock equivalent basis (with each share of Class C Common Stock counted as one share of Common Stock for purposes of such calculation), including all outstanding shares of any class of Capital Stock and those shares issuable upon exercise, conversion or redemption of other securities of the Company not otherwise included in this definition. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Family Entity means (x) those entities identified on Schedule 1 and (y) any general or limited partnership, corporation, limited liability company, trust or other legal entity that is, at all times during the term of this Agreement, wholly owned, directly or indirectly, by, or as to which the sole beneficiaries of any shares of Capital Stock held by such entity are, Mr. Diller and/or one or more Family Members (provided that any private foundation or Charitable Organization to which no person other than Mr. Diller and/or his Family Members is an investment advisor shall be permitted to be an additional beneficiary of shares of Capital Stock without violating such requirement, it being understood that no such private foundation or Charitable Organization may constitute a Family Entity and that nothing in this proviso shall exclude any Transfer to a private foundation or Charitable Organization from the provisions of Sections 2 and 4 of this Agreement). Family Member means, with respect to Mr. Diller, the spo

Certain Definitions from Supplemental Indenture

SIXTH SUPPLEMENTAL INDENTURE, dated as of November 3, 2016 (this Sixth Supplemental Indenture), by and among LENNOX INTERNATIONAL INC., a Delaware corporation (the Company), the GUARANTORS (as defined herein) and U.S. BANK NATIONAL ASSOCIATION, as trustee (as defined in the Indenture referred to below, the Trustee), to the Indenture, dated as of May 3, 2010 (the Base Indenture and, as supplemented by the First Supplemental Indenture, dated as of May 6, 2010, the Second Supplemental Indenture, dated as of March 28, 2011, the Third Supplemental Indenture, dated as of October 27, 2011, the Fourth Supplemental Indenture, dated as of December 10, 2013, the Fifth Supplemental Indenture, dated as of August 30, 2016, and this Sixth Supplemental Indenture, the Indenture), by and between the Company and the Trustee.

Certain Definitions. The following definitions shall apply to the Notes. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Base Indenture. Attributable Debt with regard to a Sale and Leaseback Transaction with respect to any Principal Property means, at the time of determination, the present value of the total net amount of rent required to be paid under the lease during the remaining term thereof (including any period for which the lease has been extended), discounted at the rate of interest set forth or implicit in the terms of the lease (or, if not practicable to determine the rate, the weighted average interest rate per annum borne by the Notes then outstanding) compounded semi-annually. In the case of any lease that is terminable by the lessee upon the payment of a penalty, the net amount of rent shall be the lesser of (x) the net amount determined assuming termination upon the first date the lease may be terminated (in which case the net amount shall also include the amount of the penalty, but shall not include any rent that would be required to be paid under the lease subsequent to the first date upon which it may be so terminated) or (y) the net amount determined assuming no such termination. Capital Lease Obligations of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. Change of Control means the occurrence of any of the following after the Issue Date: