Delaware Uses in Definitions Clause

Definitions from Incentive Plan

Definitions. Capitalized terms used in this Plan but not expressly defined in this Plan shall have the respective meanings ascribed to such terms in the LLC Agreement. The following terms shall have the meanings set forth below: Award means the Class A Units granted to a Participant as specified in the applicable Award Letter. Award Letter means an Award Letter awarding a Participant with Class A Units. Cause means, with respect to any Participant, in the absence of an employment or other service agreement between a Participant and the Employer otherwise defining Cause, (i) Participants act(s) of gross negligence or willful misconduct in the course of Participants employment or services to the Company Group, (ii) willful failure or refusal by Participant to perform in any material respect Participants duties or responsibilities, (iii) misappropriation (or attempted misappropriation) by Participant of any assets or business opportunities of the Company or any other member of the Company Group, (iv) embezzlement or fraud committed (or attempted) by Participant, or at Participants direction, (v) Participants commission of any felony or a misdemeanor involving an act of dishonesty, moral turpitude, deceit, or fraud, (vi) Participants breach of any non-competition, non-solicitation, confidentiality, non-disparagement or other restrictive covenant provisions relating to any member of the Company Group by which the Participant may be bound, (vii) any damage of a material nature to the business or property of any member of the Company Group caused by the Participants willful or grossly negligent conduct, (viii) deliberate misconduct which is reasonably likely to be materially damaging to any member of the Company Group or (ix) Participants material breach of this Plan or the LLC Agreement. In the event that there is an employment or other service agreement between such Participant and the Employer defining Cause, Cause shall have the meaning provided in such agreement, and a Termination by the Employer for Cause hereunder shall not be deemed to have occurred unless all applicable notice and cure periods in such agreement are complied with. Committee means a committee appointed to administer the Plan in accordance with Section 10(d), if any. Company means BJ Services, LLC, a Delaware limited liability company. Company Group means, collectively, the Company and its Subsidiaries. Deemed Liquidation Event shall have the meaning set forth in the LLC Agreement but shall not include an IPO. Duties means the duties, responsibilities and obligations of a Participant in connection with such Participants employment or service with the Employer. Effective Date means December 30, 2016. Employer means, with respect to any Participant, the member of the Company Group that such Participant is principally employed by (or, if such Participant is a non-employee service provider, principally providing services to). Good Reason means, with respect to any Participant, in the absence of an employment or other service agreement between a Participant and the Employer otherwise defining Good Reason, without such Participants consent, (i) a material and ongoing diminution in such Participants Duties or (ii) the relocation of such Participants primary office location to a location that is more than 75 miles from the Participants then-current primary office location; provided, that none of the foregoing events shall constitute Good Reason unless the Employer fails to cure such event within 30 days after receipt from the Participant of written notice of the event which constitutes Good Reason, which written notice shall give reasonable specificity in the nature of the circumstances determined by the Participant in good faith to constitute Good Reason; provided, further, that Good Reason shall cease to exist for an event on the 60th day following the occurrence of such event, unless Participant has given the Employer and the Company written notice thereof prior to such date. In the event that there is an employment or other service agreement between such Participant and the Employer defining Good Reason, Good Reason shall have the meaning provided in such agreement, and a Termination by the Participant with Good Reason hereunder shall not be deemed to have occurred unless all applicable notice and cure periods in such agreement are complied with. Grant Date has the meaning set forth in the applicable Award Letter. Interests means the Class A Units granted to a Participant in the applicable Award Letter. LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of the Effective Date, as the same may be modified, amended, restated or amended and restated from time to time. Participant means an employee or non-employee service provider of the Employer to whom Class A Units are granted pursuant to the Plan. Permanent Disability means, with respect to any Participant, in the absence of an employment or other

Definitions from Amended and Restated Registration Rights Agreement

This Amended and Restated Registration Rights Agreement (this Agreement), dated as of June 30, 2017, is entered into by and among WildHorse Resource Development Corporation, a Delaware corporation (the Company), and each of the other parties listed on the signature pages hereto (the Initial Holders and, together with the Company, the Parties).

Definitions. As used in this Agreement, the following terms have the meanings indicated: Acquisition Co. Holdings means WHE AcqCo Holdings, LLC, a Delaware limited liability company. Affiliate means, with respect to any specified Person, a Person that directly or indirectly Controls or is Controlled by, or is under common Control with, such specified Person; provided, however, that (i) the Company shall not be considered an Affiliate of any Holder for purposes of this Agreement and (ii) the Preferred Holders and the Sponsoring Holders shall not be considered Affiliates of each other for purposes of this Agreement. Automatic Shelf Registration Statement means an automatic shelf registration statement as defined under Rule 405. Board means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking institutions in the State of Texas or the State of New York are authorized or required to be closed by law or governmental action. Carlyle means CP VI Eagle Holdings, L.P. Certificate means the Certificate of Designations establishing the terms of the Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on June 30, 2017. Commission means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act. Common Stock means the common stock, par value $0.01 per share, of the Company. Company Securities means any equity interest of any class or series in the Company. Control (including the terms Controls, Controlled by and under common Control with) means the possession, direct or indirect, of the power to (a) direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise or (b) vote 10% or more of the securities having ordinary voting power for the election of directors of a Person. Convertible Preferred Stock means the shares of Series A Perpetual Convertible Preferred Stock of the Company issued to Carlyle pursuant to the Preferred Purchase Agreement. Effective Date means the time and date that a Registration Statement is first declared effective by the Commission or otherwise becomes effective. Esquisto Holdings means Esquisto Holdings, LLC, a Delaware limited liability company. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. Holder means (a) WildHorse Holdings unless and until WildHorse Holdings ceases to hold any Registrable Securities; (b) Esquisto Holdings unless and until Esquisto Holdings ceases to hold any Registrable Securities; (c) Acquisition Co. Holdings unless and until Acquisition Co. Holdings ceases to hold any Registrable Securities, (d) Jay Graham unless and until Jay Graham ceases to hold any Registrable Securities, (e) Anthony Bahr unless and until Anthony Bahr ceases to hold any Registrable Securities, (f) NGP unless and until NGP ceases to hold any Registrable Securities, (g) each Preferred Holder unless and until such Preferred Holder ceases to hold any Registrable Securities; (h) each KKR Holder unless and until such KKR Holder ceases to hold any Registrable Securities; and (i) any holder of Registrable Securities to whom registration rights conferred by this Agreement have been transferred in compliance with Section 8(e) hereof; provided that any Person referenced in clause (i) shall be a Holder only if such Person agrees in writing to be bound by and subject to the terms set forth in this Agreement. Initiating Holder means the Sponsoring Holder or Preferred Holder delivering the Demand Notice or the Underwritten Offering Notice, as applicable. IPO Holders means WildHorse Holdings, Esquisto Holdings, Acquisition Co. Holdings, Jay Graham, Anthony Bahr and NGP. KKR Holders means EIGF Aggregator LLC, a Delaware limited partnership, TE Admiral A Holding L.P., a Delaware limited liability company, TE Drilling Aggregator LLC, a Delaware limited liability company, and Aurora C-I Holding L.P., a Delaware limited partnership. Lock-Up Period (i) with respect to the Preferred Holders, means the first anniversary of the date of this Agreement and (ii) with respect to all other Holders, has the meaning set forth in the underwriting agreement entered into by the Company in connection with the initial underwritten public offering of shares of Common Stock. Material Adverse Change means (a) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States; (b) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States; (c) a material outbreak or escalation of armed hostilities or other international or national calamity involving the United States or the declaration by the United States of a natio

DEFINITIONS from Purchase and Sale Agreement

This Purchase and Sale Agreement (this Agreement) is made and entered into on May 4, 2017, by and among Atlas Energy Tennessee, LLC, a Pennsylvania limited liability company, Atlas Pipeline Tennessee, LLC, a Pennsylvania limited liability company, Atlas Noble, LLC, a Delaware limited liability company, Viking Resources, LLC, a Pennsylvania limited liability company, Resource Energy, LLC, a Delaware limited liability company, Atlas Resources, LLC, a Pennsylvania limited liability company, REI-NY, LLC, a Delaware limited liability company, Resource Well Services, LLC, a Delaware limited liability company, Atlas Energy Ohio, LLC, an Ohio limited liability company and, solely with respect to Section 7.16, Section 7.17, Article 11, Article 20 and Article 18 (to the extent related to employee or ERISA-related matters), Atlas Energy Group, LLC, a Delaware limited liability company (each a Seller and collectively Sellers) and Diversified Energy LLC, an Alabama limited liability company (Buyer)

DEFINITIONS. When used in this Agreement, the following terms have the following meanings (other defined terms may be found elsewhere in this Agreement): Affiliate means when used with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with, such Person in question. For purposes of this Agreement, prior to the Reorganization the Existing Partnerships are Affiliates of Sellers. Aggregate Deductible Amount means $3,000,000. Agreement is defined in the preamble. Allocated Value means, with respect to any Property, the value allocated to the applicable Sellers interest (or with respect to the Reorganization Wells, the applicable Sellers indirect interest) in such Property as set forth on Exhibit B. Assignment Premiums is defined in Section 9.3.4. Assumed Liabilities is defined in Section 2.3.1. Atlas Noble is defined in Section 17.7.1. Available Employees is defined in Section 11.1.1. Bankruptcy Case is defined in Section 7.26(ii). Bankruptcy Court is defined in Section 7.26(ii). BIA means the U.S. Bureau of Indian Affairs. BLM means the U.S. Bureau of Land Management. Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banks in Houston, Texas are generally authorized or obligated, by law or executive order, to close. Buyer is defined in the preamble. Buyer 401(k) Plan is defined in Section 11.2.2. Buyer Group means Buyer, its Affiliates and its and their respective employees, officers, directors, agents, consultants and representatives. Buyer Plan or Buyer Plans is defined in Section 11.2.1. Casualty Loss is defined in Section 10.1. Claim means any and all actual out-of-pocket losses, damages, Liabilities, claims, demands, suits, causes of action, fines, penalties, costs and expenses (including reasonable attorneys fees and costs of litigation, arbitration and settlements), whether known or unknown. Claim Notice is defined in Section 18.6. Closing is defined in Section 14.1. Closing Date is defined in Section 14.1. Closing Purchase Price means the Purchase Price determined in accordance with Article 3 and Section 16.1. Code means Internal Revenue Code of 1986, or any successor statute thereto, as amended. Commercially Reasonable Efforts means, as to a Person, the commercially reasonable efforts of such Person without the obligation to pursue any litigation or other proceedings or to pay or incur any material monetary payments; provided however, that the foregoing shall not require or cause any Party to (i) waive any right it may have under the provisions of this Agreement, (ii) grant any material accommodations or (iii) take or cause to be taken, or to do or cause to be done, anything contemplated by this Agreement to be taken or done or caused to be taken or done by the other Party. Confidentiality Agreement is defined in Section 20.4. Contracts is defined in Section 2.1.8. Control means the ability to direct the management and policies of a Person through ownership of voting shares or other equity rights, pursuant to a written agreement, or otherwise. The terms Controls and Controlled by and other derivatives shall be construed accordingly. Conveyance is defined in Section 14.2.1. Cure Period is defined in Section 4.4.2. Defect Notification Deadline is defined in Section 4.2. Deposit is defined in Section 3.1. Dollars means U.S. dollars. Drilling Partnership Agreement means the partnership agreement or other governing documents of the Drilling Partnerships. Drilling Partnerships means: (i) if prior to the Reorganization, the Existing Partnerships, and (ii) if after the Reorganization, (A) with respect to the Private Partnerships, one or more new limited partnerships which will be formed pursuant to the Reorganization, and (B) with respect to the Public Partnerships, the Existing Partnerships, that, in each case, own the Reorganization Wells and Properties directly related to the Reorganization Wells. Effective Time means 7:00 a.m. Houston time on April 1, 2017. Employment Date is defined in Section 11.1.2. Encumbrance means any lien, mortgage, deed of trust, security interest, pledge, deposit, restriction, burden, encumbrance, rights of a vendor under any title retention or conditional sale agreement or lease or other arrangement substantially equivalent thereto, but does not include any production payment obligation. Environmental Arbitrator is defined in Section 6.6.2. Environmental Condition means an individual, existing condition, occurrence, event or activity on or related to Oil and Gas Properties or of the soil, sub-surface, surface waters, groundwaters, atmosphere, natural resources or other environmental medium related thereto, wherever located, to the extent associated with the ownership or operation of the Oil and Gas Properties, that (in each case) (i) is not in compliance with Environmental Laws in effect on the date of this Agreement and applicable to the Property in question, or (ii) re

Definitions from Restated Limited Liability Company Agreement

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among Baker Hughes, a GE company, LLC, a Delaware limited liability company (the Company), its Members (as defined herein) and each other Person who at any time after the date hereof becomes a Member in accordance with the terms of this Agreement and the DLLCA (as defined herein).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. Additional Member has the meaning set forth in Section 11.02. Adjusted Capital Account Balance means with respect to each Member the balance in such Members Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Members share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5) and any amounts such Member is obligated (or deemed to be obligated) to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Admission Date has the meaning set forth in Section 10.06. Affiliate means, as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, control (including with correlative meanings, 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 voting securities or by contract or other agreement). Agreement has the meaning set forth in the preamble to this Agreement. Appraisers has the meaning set forth in Section 14.02. Assignee means a Person to whom a Company Interest has been transferred but who has not become a Member pursuant to Article XI. BHI has the meaning set forth in the recitals to this Agreement. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Capital Account means the capital account maintained for a Member in accordance with Section 5.01. Capital Contribution means, with respect to any Member, the amount of any cash, cash equivalents, promissory obligations or the Fair Market Value of other property that such Member contributes (or is deemed to contribute) to the Company pursuant to Article III hereof. Cash Balances has the meaning set forth in the Exchange Agreement. Certificate means the Companys Certificate of Formation as filed with the Delaware (organization) values">Secretary of State of the State of Delaware on the Filing Date. Chancery Court has the meaning set forth in Section 15.05(b). Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Price has the meaning ascribed to it in Section 3.05(a). Code means the United States Internal Revenue Code of 1986. Common Unit means a Unit representing a fractional part of the Company Interests of the Members and having the rights and obligations specified with respect to the Common Units in this Agreement. Company has the meaning set forth in the preamble to this Agreement. Company Interest means the interest of a Member in Profits, Losses and Distributions. Company Minimum Gain has the meaning set forth in Treasury Regulations Section 1.704-2(b)(2) for the phrase partnership minimum gain. The amount of Company Minimum Gain, as well as any net increase or decrease in Company Minimum Gain, for a Fiscal Period shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(d). DLLCA means the Delaware Limited Liability Company Act, 6 Del.C. SS 18-101, et seq. Distribution (and, with a correlative meaning, Distribute) means each distribution made by the Company to a Member with respect to such Members Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, however, that any recapitalization that does not result in the distribution of cash or property to Members or any exchange of securities of the Company, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units shall not be a Distribution. Equity Securities means, with respect to any Person, (a) units or other equity interests in such Person (including other classes or groups thereof having such relative rights, powers and duties as may from time to time be established by such Person), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into any of the foregoing, and (c) warrants, options or other rights to purchase or otherwise acquire from such Person any of the foregoing. Event of Withdrawal means the expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continu

Definitions from Restated Limited Liability Company Agreement

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among Baker Hughes, a GE company, LLC, a Delaware limited liability company (the Company), its Members (as defined herein) and each other Person who at any time after the date hereof becomes a Member in accordance with the terms of this Agreement and the DLLCA (as defined herein).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. Additional Member has the meaning set forth in Section 11.02. Adjusted Capital Account Balance means with respect to each Member the balance in such Members Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Members share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5) and any amounts such Member is obligated (or deemed to be obligated) to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Admission Date has the meaning set forth in Section 10.06. Affiliate means, as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, control (including with correlative meanings, 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 voting securities or by contract or other agreement). Agreement has the meaning set forth in the preamble to this Agreement. Appraisers has the meaning set forth in Section 14.02. Assignee means a Person to whom a Company Interest has been transferred but who has not become a Member pursuant to Article XI. BHI has the meaning set forth in the recitals to this Agreement. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Capital Account means the capital account maintained for a Member in accordance with Section 5.01. Capital Contribution means, with respect to any Member, the amount of any cash, cash equivalents, promissory obligations or the Fair Market Value of other property that such Member contributes (or is deemed to contribute) to the Company pursuant to Article III hereof. Cash Balances has the meaning set forth in the Exchange Agreement. Certificate means the Companys Certificate of Formation as filed with the Delaware (organization) values">Secretary of State of the State of Delaware on the Filing Date. Chancery Court has the meaning set forth in Section 15.05(b). Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Price has the meaning ascribed to it in Section 3.05(a). Code means the United States Internal Revenue Code of 1986. Common Unit means a Unit representing a fractional part of the Company Interests of the Members and having the rights and obligations specified with respect to the Common Units in this Agreement. Company has the meaning set forth in the preamble to this Agreement. Company Interest means the interest of a Member in Profits, Losses and Distributions. Company Minimum Gain has the meaning set forth in Treasury Regulations Section 1.704-2(b)(2) for the phrase partnership minimum gain. The amount of Company Minimum Gain, as well as any net increase or decrease in Company Minimum Gain, for a Fiscal Period shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(d). DLLCA means the Delaware Limited Liability Company Act, 6 Del.C. SS 18-101, et seq. Distribution (and, with a correlative meaning, Distribute) means each distribution made by the Company to a Member with respect to such Members Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, however, that any recapitalization that does not result in the distribution of cash or property to Members or any exchange of securities of the Company, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units shall not be a Distribution. Equity Securities means, with respect to any Person, (a) units or other equity interests in such Person (including other classes or groups thereof having such relative rights, powers and duties as may from time to time be established by such Person), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into any of the foregoing, and (c) warrants, options or other rights to purchase or otherwise acquire from such Person any of the foregoing. Event of Withdrawal means the expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continu

DEFINITIONS from Equity Incentive Plan

DEFINITIONS. Affiliate means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. Board means the Board of Directors of the Company. Cause means a determination by the Company that the Participant has committed an act or acts constituting any of the following: (i) dishonesty, fraud, misconduct or negligence in connection with Company duties, (ii) unauthorized disclosure or use of the Companys confidential or proprietary information, (iii) misappropriation of a business opportunity of the Company, (iv) materially aiding a competitor of Company, (v) a felony conviction; or (vi) failure or refusal to attend to the duties or obligations of the Participants position, or to comply with the Companys rules, policies or procedures. Change in Control means (i) the consummation of a merger or consolidation of the Company with or into another entity or any other stock acquisition or corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entitys securities outstanding immediately after such merger, consolidation, stock acquisition or other reorganization is owned by persons who were not stockholders of the Company immediately prior to such merger, consolidation, stock acquisition or other reorganization; or (ii) the sale, transfer or other disposition of all or substantially all of the Companys assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Companys incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Companys securities immediately before such transaction. Code means the Internal Revenue Code of 1986, as amended. Committee means a committee of one or more members of the Board appointed by the Board in accordance with subsection 3(c). Common Stock means the common stock of the Company. Company means Redfin Corporation, a Delaware corporation. Consultant means any person, including an advisor, (i) engaged by the Company or an Affiliate to render consulting or advisory services and who is compensated for such services, including members of any advisory board constituted by the Company, or (ii) who is a member of the Board of Directors of an Affiliate. However, the term Consultant shall not include either Directors who are not compensated by the Company for their services as Directors or Directors who are merely paid a directors fee by the Company for their services as Directors. Continuous Service means that the Participants service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. The Participants Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participants Continuous Service. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or a Director will not constitute an interruption of Continuous Service. The Board or the chief executive officer of the Company, in that partys sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. Director means a member of the Board of Directors of the Company. Disability means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code. Employee means any person employed by the Company or an Affiliate. Mere service as a Director or payment of a directors fee by the Company or an Affiliate shall not be sufficient to constitute employment by the Company or an Affiliate. Exchange Act means the Securities Exchange Act of 1934, as amended. Fair Market Value means, as of any date, the value of the Common Stock determined as follows: (i) if such Common Stock is then publicly traded on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal; (ii) if such Common Stock is publicly traded but is not listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported by The Wall Street Journal (or, if not so reported, as otherwise reported by any newspaper or other source as the Board may determine); or (iii) if none of the foregoing is applicable to the valuation in question, the Fair Market Value shall be determined in good faith by the Board. Incentive Sto

Definitions from Supplement

This 2017-A SUBI Servicing Supplement, dated as of June 28, 2017 (this 2017-A Servicing Supplement), is among Nissan-Infiniti LT, a Delaware statutory trust (the Titling Trust), NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary of the Titling Trust (in such capacities, the Grantor and the UTI Beneficiary, respectively), and Nissan Motor Acceptance Corporation, a California corporation (NMAC), as servicer (the Servicer).

Definitions. Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of June 28, 2017, by and among Nissan Auto Lease Trust 2017-A as issuer (the Issuing Entity), NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the Administrative Agent), Nissan Auto Leasing LLC II, a Delaware limited liability company (NALL II), the Titling Trustee, the Delaware Trustee (organization) values">Delaware Trustee, Wilmington Trust, National Association, as owner trustee (in such capacity, the Owner Trustee), U.S. Bank, as Trust Agent, and U.S. Bank National Association, as indenture trustee (in such capacity, the Indenture Trustee).

Definitions from Senior Note

INDENTURE dated as of June 27, 2017 between Teladoc, Inc., a Delaware corporation, as issuer (the Company, as more fully set forth in Section 1.01) and Wilmington Trust, National Association, a national banking association organized under the laws of the United States of America, as trustee (the Trustee, as more fully set forth in Section 1.01).

Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. The words herein, hereof, hereunder and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular. Acquisition means the acquisition of BDHI by the Company pursuant to the Merger Agreement. Additional Interest means all amounts, if any, payable pursuant to Section 4.06(d), Section 4.06(e) and Section 6.03, as applicable. The Trustee shall have no obligation to monitor whether Additional Interest is payable or to calculate the amount of Additional Interest payable. Additional Shares shall have the meaning specified in Section 14.03(a). Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control, when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Notwithstanding anything to the contrary herein, the determination of whether one Person is an Affiliate of another Person for purposes of this Indenture shall be made based on the facts at the time such determination is made or required to be made, as the case may be, hereunder. Applicable Procedures means, with respect to any matter at any time relating to a Global Note, the rules, policies and procedures of the Depositary applicable to such matter. BDHI means Best Doctors Holdings, Inc., a Delaware corporation. Bid Solicitation Agent means the Company or the Person appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with Section 14.01(b)(i). The Company shall initially act as the Bid Solicitation Agent. The Company may, however, appoint another Person as the Bid Solicitation Agent without prior notice to the Holders. Board of Directors means the board of directors of the Company or a committee of such board duly authorized to act for it hereunder. Board Resolution means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors, and to be in full force and effect on the date of such certification, and delivered to the Trustee. Business Day means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed. Capital Stock means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that entity, but shall not include any debt securities convertible into or exchangeable for any securities otherwise constituting Capital Stock pursuant to this definition. Cash Settlement shall have the meaning specified in Section 14.02(a). Clause A Distribution shall have the meaning specified in Section 14.04(c). Clause B Distribution shall have the meaning specified in Section 14.04(c). Clause C Distribution shall have the meaning specified in Section 14.04(c). close of business means 5:00 p.m. (New York City time). Combination Settlement shall have the meaning specified in Section 14.02(a). Commission means the U.S. Securities and Exchange Commission. Common Equity of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person. Common Stock means the common stock of the Company, par value $0.001 per share, at the date of this Indenture, subject to Section 14.07. Company shall have the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 11, shall include its successors and assigns. Company Order means a written order of the Company, signed by one of its Officers and delivered to the Trustee. Conversion Agent shall have the meaning specified in Section 4.02. Conversion Date shall have the meaning specified in Section 14.02(c). Conversion Obligation shall have the meaning specified in Section 14.01(a). Conversion Price means as of any time, $1,000, divided by the Conversion Rate as of such time. Conversion Rate shall have the meaning specified in Sectio

DEFINITIONS from Agreement and Plan of Merger

THIS STOCK PURCHASE AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of March 15, 2017, by and among WNS Global Services Private Limited (the Stock Purchaser), WNS North America Inc., a Delaware corporation (Parent, and together with the Stock Purchaser, Purchaser), WNS Healthcare North America LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (Merger Sub), HealthHelp Holdings, LLC, a Delaware limited liability company (the Company), MTS HealthHelp Inc., a Delaware corporation (HealthHelp Corp), the stockholders of HealthHelp Corp identified on the signature pages hereto (the HealthHelp Corp Sellers), Cherrill Farnsworth (Farnsworth), and MTS Health Investors, LLC, solely in its capacity as the representative of the HealthHelp Corp Sellers and the Unitholders (other than HealthHelp Corp) hereunder (the Sellers Representative). Each of the above referenced parties is sometimes herein referred to individually as a Party and

DEFINITIONS. 2017 Actual Revenue Percentage has the meaning set forth in Section 2.13(k)(i). 2017 Farnsworth Deferred Payment Amount has the meaning set forth in Section 2.13(k)(ii). 2017 General Deferred Payment Amount has the meaning set forth in Section 2.13(k)(iii). 2018 Actual Revenue Percentage has the meaning set forth in Section 2.13(k)(iv). 2018 Farnsworth Deferred Payment Amount has the meaning set forth in Section 2.13(k)(v). 2018 General Deferred Payment Amount has the meaning set forth in Section 2.13(k)(vi). Accounting Principles shall mean GAAP, as applied in accordance with the accounting methodologies, practices, policies, classifications and procedures set forth on Annex I. Action means any action, claim, litigation, suit, proceeding, investigation, order or government charge (whether in contract, tort or otherwise, whether civil or criminal and whether brought at law or in equity). Actual Aggregate Closing Consideration has the meaning set forth in Section 2.12(b). Actual Cash has the meaning set forth in Section 2.12(b). Actual XXXX Revenue has the meaning set forth in Section 2.13(k). Actual Indebtedness has the meaning set forth in Section 2.12(b). Actual Sellers Transaction Expenses has the meaning set forth in Section 2.12(b). Actual Working Capital has the meaning set forth in Section 2.12(b). Additional Payments means the amounts described in clauses (c) through (g) of the definition of Aggregate Final Consideration, to the extent the same become payable in accordance with this Agreement. Affiliate of any particular Person means any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Person. Control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Affiliated Group means, with respect to a Person, an affiliated group as defined in Section 1504 of the Code (or any analogous combined, consolidated or unitary group defined under state, local or foreign income Tax Law) of such Person is or has been a member. Agreement has the meaning set forth in the Preamble. Aggregate Closing Consideration means (a) Gross Purchase Price, plus (b) the Estimated Cash, minus (c) the Estimated Indebtedness, minus (d) the Estimated Sellers Transaction Expenses, minus (e) the amount, if any, by which Target Working Capital is greater than Estimated Working Capital, plus (f) the amount, if any, by which Estimated Working Capital is greater than Target Working Capital, minus (g) the Escrow Amount, minus (h) the amount of the Sellers Representative Expense Fund, minus (i) the Farnsworth Holdback Amount, minus (j) the General Holdback Amount. Aggregate Final Consideration means (a) the Aggregate Closing Consideration, minus (b) the Excess Shortfall Amount, if any, plus (c) any amounts payable to the Unitholders (other than HealthHelp Corp) and the HealthHelp Corp Sellers pursuant to Section 2.12(d), plus (d) any amounts payable to the Unitholders (other than HealthHelp Corp) and the HealthHelp Corp Sellers upon release of the Escrow Amount pursuant to the terms of the Escrow Agreement, plus (e) any amounts payable to the Unitholders (other than HealthHelp Corp) and the HealthHelp Corp Sellers upon release of the Sellers Representative Expense Fund pursuant to the terms of Section 12.1(f), plus (f) any amounts payable pursuant to Section 8.9(d), plus (g) any amounts payable pursuant to Section 2.13. Audited Balance Sheet has the meaning set forth in Section 3.5(a)(ii). Business means the business of providing specialty benefit management services, health utilization management services and care management services to the health care industry (including payors, providers, prescription benefit managers, Governmental Authorities, etc.) as carried on by the HealthHelp Entities as of the date of this Agreement and as of the Closing. Business Day means any day other than a Saturday or Sunday or any other day on which commercial banks in Houston, Texas or New York, New York are authorized or required by Law to close. Cash means cash, cash equivalents and liquid instruments that are convertible into cash (including marketable securities), plus deposits in transit to the extent there has been a reduction of receivables on account thereof, but net of checks written but not yet cleared, in each case determined in accordance with GAAP; provided, that for purposes of determining Estimated Cash and Actual Cash, Cash shall be deemed to include, in addition, an amount equal to one half (1/2) of the total premium for the D&O Tail Policies. Certificate of Merger has the meaning set forth in Section 2.3. Closing has the meaning set forth in Section 2.3. Closing Balance Sheet has the meaning set forth in Section 2.12(a). Closi

Definitions from Amended and Restated Trust Agreement

This Amended and Restated Trust Agreement (this Agreement), dated as of June 28, 2017, is between Nissan Auto Leasing LLC II, a Delaware limited liability company (NALL II), as depositor (the Depositor), and Wilmington Trust, National Association, a national banking association with trust powers (Wilmington Trust), as trustee (the Owner Trustee).

Definitions. Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of June 28, 2017, by and among the Issuing Entity, NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the Grantor and the UTI Beneficiary, respectively), Nissan-Infiniti LT, a Delaware statutory trust (the Titling Trust), Nissan Motor Acceptance Corporation, a California corporation (NMAC), in its individual capacity, as servicer and as administrative agent (in such capacity, the Servicer and the Administrative Agent, respectively), NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the Titling Trustee), Wilmington Trust, as Owner Trustee, Wilmington Trust Company, a Delaware corporation with trust powers, as Delaware trustee (in such capacity, the Delaware Trustee), U.S. Bank National Association, a national banking association (U.S. Bank), as trust agent (in such capacity, the Trust Agent), and U.S. Bank, as indenture trustee (in such capacity, the Indenture Trustee).