Electronic Data Gathering Uses in Definitions Clause

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (the Agreement) is dated as of December 8, 2016 and is made by and among Green Bancorp, Inc., a Texas corporation (the Company), and the purchasers named in Schedule 1 to the Purchase Agreements (as defined below) (collectively, the Purchasers).

Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings: 1933 Act shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder. 1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder. Additional Interest shall have the meaning set forth in Section 2(e) hereof. Agreement shall have the meaning set forth in the preamble to this Agreement. Business Day shall mean any day that is not a Saturday, Sunday or other day on which the SEC is closed or commercial banks in New York City are authorized or required by law to remain closed. Closing Date shall mean December 8, 2016. Company shall have the meaning set forth in the preamble to this Agreement and also includes the Companys successors. Depositary shall mean The Depository Trust Company, or any other depositary appointed by the Company, including any agent thereof; provided, however, that any such depositary must at all times have an address in the Borough of Manhattan, The City of New York. Event Date shall have the meaning set forth in Section 2(e). Exchange Offer shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. Exchange Offer Registration shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) covering the Registrable Securities, and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein. Exchange Securities shall mean the 8.50% Fixed to Floating Subordinated Notes due 2026 issued by the Company under the Indenture containing terms identical to the Subordinated Notes (except that (i) interest thereon shall accrue from the last date to which interest has been paid or duly provided for on the Subordinated Notes or, if no such interest has been paid or duly provided for, from the Interest Accrual Date, (ii) provisions relating to an increase in the stated rate of interest thereon upon the occurrence of a Registration Default shall be eliminated, (iii) the transfer restrictions and legends relating to restrictions on ownership and transfer thereof as a result of the issuance of the Subordinated Notes without registration under the 1933 Act shall be eliminated, (iv) the denominations thereof shall be $1,000 and integral multiples of $1,000 and (v) all of the Exchange Securities will be represented by one or more global Exchange Securities in book-entry form unless exchanged for Exchange Securities in definitive certificated form under the circumstances provided in the Indenture to be offered to Holders of Registrable Securities in exchange for Registrable Securities pursuant to the Exchange Offer). FINRA shall mean the Financial Industry Regulatory Authority, Inc. Holders shall mean (i) the Purchasers, for so long as they own any Registrable Securities, and each of their respective successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture and (ii) each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities. Indenture shall mean the indenture, dated as of December 8, 2016, by and between the Company and Wilmington Trust, National Association, as trustee (the Trustee), as the same may be amended or supplemented from time to time in accordance with the terms thereof. Interest Accrual Date means December 8, 2016. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of Registrable Securities outstanding, excluding Exchange Securities referred to in clause (ii) of the definition of Holders above; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities or Exchange Securities is required hereunder, Registrable Securities and Exchange Securities held by the Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act) shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage. Notifying Broker-Dealer shall have the meaning set forth in Section 3(f). Participating Broker-Dealer shall have the meaning set forth in Section 3(f). Person shall mean an individual, partnership, joint venture, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision t

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of November 22, 2016, by and between Sanchez Production Partners LP, a Delaware limited partnership (the Partnership), and SN UR Holdings, LLC, a Delaware limited liability company (the Company).

Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: Advice shall have the meaning set forth in Section 6(c). Beneficial Owner has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular person (as that term is used in Section 13(d)(3) of the Exchange Act), such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire by conversion or exercise of other securities The terms Beneficially Owns and Beneficially Owned have a corresponding meaning. Common Units shall have the meaning set forth in the Partnership Agreement and includes any equity securities issued or issuable with respect thereto (including by recapitalization, merger or other event or occurrence). Demand Registration shall have the meaning set forth in Section 2(a). EDGAR means the Electronic Data Gathering, Analysis, and Retrieval system maintained by the Commission. Effectiveness Period means, with respect to a particular Registration Statement, the period beginning when such Registration Statement is declared effective under the Securities Act and ending on the earliest of (a) three years after such Registration Statement is first declared effective (excluding a Registration Statement on Form S-3 with respect to which the three-year limitation in Rule 415(a)(5) is not applicable unless post-effectively amended on Form S-1, in which case such three-year period would run from the effective date of such post-effective amendment), (b) the time the Registrable Securities covered by such Registration Statement have been sold or otherwise disposed of by the Holder, and (c) such time as both (A) the Registrable Securities then covered by such Registration Statement may be sold pursuant to Rule 144 where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is then satisfied at such time), as determined by the Partnership in good faith based in part on a written opinion letter of counsel to such effect, which opinion letter shall be addressed and acceptable to the Partnership, the Transfer Agent and the affected Holders, and (B) no Holder Beneficially Owns Common Units (on an as-converted basis) in excess of 5% of the then outstanding securities of such class. Existing Registration Rights Agreement shall have the meaning set forth in Section 6(o). FINRA shall have the meaning set forth in Section 3(g). Holder or Holders means the Company and, upon compliance with Section 6(h), any other Person that is the Beneficial Owner of Registrable Securities as a result of the sale, assignment or other transfer of the Registrable Securities Beneficially Owned by the Company or other Partnership Interests issuable or issued upon the conversion or exercise of any securities Beneficially Owned by the Company which are convertible or exercisable into Registrable Securities. Indemnified Party shall have the meaning set forth in Section 5(c). Indemnifying Party shall have the meaning set forth in Section 5(c). Inspectors shall have the meaning set forth in Section 3(p). Losses shall have the meaning set forth in Section 5(a). Other Units means any Partnership Interests which do not constitute Registrable Securities. Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of Sanchez Production Partners LP, dated as of October 14, 2015, as the same may be amended, restated or otherwise modified from time to time. Partnership Interest shall have the meaning set forth in the Partnership Agreement and includes any equity securities issued or issuable with respect thereto (including by recapitalization, merger or other event or occurrence). Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened. Prospectus means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A), 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 a Registration Statement, and all other amendments and supplements to the Prospectus, including post- effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. Purchase Agreement shall have the meaning set forth in the Recitals. Records shall have the meaning set for

Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER, dated as of July 25, 2016 (this "Agreement"), by and among Great American Insurance Company, an Ohio corporation ("Parent"), GAIC Alloy, Inc., an Ohio corporation ("Merger Sub" and, together with Parent, "Purchasers") and National Interstate Corporation, an Ohio corporation (the "Company").

Definitions. In this Agreement, unless the context otherwise requires, the following terms have the following meanings:"Acceptable Confidentiality Agreement" means a confidentiality agreement between the Company and a Person making an Acquisition Proposal entered into in accordance with the terms and conditions set forth in Section 5.4, and on terms and conditions customary with respect to transactions of the nature contemplated by such Acquisition Proposal."Acquisition Proposal" means any proposal or offer from any third party relating to (a) any direct or indirect acquisition or purchase, in a single transaction or a series of related transactions, of (i) ten percent (10%) or more of the outstanding Common Shares, (ii) ten percent (10%) or more (based on the fair market value thereof) of the assets (including equity securities of the Company Subsidiaries) of the Company and the Company Subsidiaries, taken as a whole, or (iii) assets or businesses of the Company and the Company Subsidiaries that constitute or generate ten percent (10%) or more of the consolidated revenues or net income of the Company and the Company Subsidiaries, taken as a whole, (b) any tender offer or exchange offer that, if consummated, would result in any third party (other than Parent) owning, directly or indirectly, ten percent (10%) or more of the outstanding Common Shares, (c) any merger, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, share exchange or similar transaction involving the Company or any Company Subsidiary, other than, in each case, the transactions contemplated by this Agreement or (d) any other transaction having a similar effect to those described in clauses (a) through (c)."Action" shall mean any actual or pending action, claim, suit, investigation (other than any ordinary course examination by any Governmental Entity), litigation, administrative action or dispute, arbitration or proceeding by or before any Governmental Entity."Affiliates" 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; provided, that (a) Parent and its Affiliates (other than the Company and the Company Subsidiaries) shall not be deemed to be Affiliates of the Company and the Company Subsidiaries and (b) the Company and the Company Subsidiaries shall not be deemed to be Affiliates of Parent and its Affiliates (other than the Company and the Company Subsidiaries) for any purpose hereunder."Benefit Plan" means each deferred compensation and each bonus or other incentive compensation, stock option and other equity compensation plan, program, agreement or arrangement; each severance or termination pay, medical, surgical, hospitalization, life insurance and other "welfare" plan, fund or program (within the meaning of section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")); each profit-sharing, stock bonus or other "pension" plan, fund or program (within the meaning of section 3(2) of ERISA); each employment, termination or severance agreement; and each other material employee benefit plan, fund, program, agreement or arrangement, in each case, that is sponsored, maintained or contributed to or required to be contributed to by the Company or any of the Company Subsidiaries for the benefit of directors, employees or former employees of the Company or any of the Company Subsidiaries."Business Day" means any day other than Saturday, Sunday or a day on which commercial banks in Cincinnati, Ohio are authorized or required by Law to close."Code" means the U.S. Internal Revenue Code of 1986, as amended."Company Insurance Subsidiaries" means the Company Subsidiaries that conduct the insurance operations of the Company. "Contract" means any contract, license, lease, commitment, arrangement, purchase or sale order, undertaking, understanding or other agreement, whether written or oral. "Control" means the power to direct or cause the direction of management or policies of a Person, directly or indirectly, whether through the ownership of voting securities, by Contract or otherwise. "EDGAR" shall mean the Electronic Data Gathering, Analysis and Retrieval System administered by the SEC."Environmental Law" means any foreign, federal, state or local law, treaty, statute, rule, regulation, order, ordinance, decree, injunction, judgment, governmental restriction or any other requirement of law (including common law) regulating or relating to the protection of human health from exposure to any hazardous substance, natural resource damages or the protection of the environment, including laws relating to the protection of wetlands, pollution, contamination or the use, generation, management, handling, transport, treatment, disposal, storage, release or threatened release of hazardous substances."Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the

Definitions from Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT (the Agreement) dated as of November 2, 2015 between CIFC CORP., a Delaware corporation (the Company), the guarantors listed on Schedule I hereto, including their respective successors and assigns and any additional guarantors under the terms of the Indenture (collectively, the Guarantors), and SANDLER ONEILL + PARTNERS, L.P., as the initial purchaser (the Initial Purchaser) of the Notes (as defined below). This Agreement is made pursuant to the note purchase agreement dated October 28, 2015 among the Company, the Guarantors and the Initial Purchaser (the Purchase Agreement), which provides for the sale by the Company and the Guarantors to the Initial Purchaser of $40,000,000 aggregate principal amount of the Companys 8.50% Senior Notes due 2025 (the Notes). In order to induce the Initial Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the Initial Purchasers obligations thereunder, the Company and the Guarantors have a

Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings: Additional Interest shall have the meaning set forth in Section 2(e) hereof. Closing Time shall mean November 2, 2015. Company shall have the meaning set forth in the preamble to this Agreement and also includes the Companys successors. Depositary shall mean The Depository Trust Company, or any other depositary appointed by the Company, including any agent thereof; provided, however, that any such depositary must at all times have an address in the Borough of Manhattan, The City of New York. Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder. Exchange Offer shall mean the exchange offer by the Company of Exchange Notes for Registrable Notes pursuant to Section 2(a) hereof. Exchange Offer Registration shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) covering the Registrable Notes, and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein. Exchange Notes shall mean the 8.50% Senior Notes due 2025 issued by the Company under the Indenture (or an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the TIA or is exempt from such qualification) containing terms identical to the Notes (except that (i) interest thereon shall accrue from the last date to which interest has been paid or duly provided for on the Notes or, if no such interest has been paid or duly provided for, from the Interest Accrual Date, (ii) provisions relating to an increase in the stated rate of interest thereon upon the occurrence of a Registration Default shall be eliminated, (iii) the transfer restrictions and legends relating to restrictions on ownership and transfer thereof as a result of the issuance of the Notes without registration under the Securities Act shall be eliminated, (iv) the denominations thereof shall be $1,000 and integral multiples of $1,000) and (v) all of the Exchange Notes will be represented by one or more global Exchange Notes in book-entry form unless exchanged for Exchange Notes in definitive certificated form under the circumstances provided in the Indenture to be offered to Holders of Registrable Notes in exchange for Registrable Notes pursuant to the Exchange Offer. FINRA shall mean the Financial Industry Regulatory Authority, Inc. Guarantors shall have the meaning set forth in the preamble of this Agreement. Holders shall mean (i) the Initial Purchaser, for so long as it owns any Registrable Notes, and each of its successors, assigns and direct and indirect transferees who become registered owners of Registrable Notes under the Indenture, and (ii) each Participating Broker-Dealer that holds Exchange Notes for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. Indenture shall mean the indenture dated as of November 2, 2015 among the Company, the Guarantors and U.S. Bank National Association, as trustee, governing the Notes as the same may be amended or supplemented from time to time in accordance with the terms thereof; provided, that if the Exchange Notes are issued under an indenture identical in all material respects to the Indenture and which has been qualified under the TIA or is exempt from such qualification, references to the Indenture herein shall be deemed to refer to such other indenture as the context may require. Interest Accrual Date means November 2, 2015. Initial Purchaser shall have the meaning set forth in the preamble of this Agreement. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of Registrable Notes outstanding, excluding Exchange Notes referred to in clause (ii) of the definition of Holders above; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Notes or Exchange Notes is required hereunder, Registrable Notes and Exchange Notes held by the Company or any of its affiliates (as such term is defined in Rule 405 under the Securities Act) shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage. Notes shall have the meaning set forth in the preamble to this Agreement. Notifying Broker-Dealer shall have the meaning set forth in Section 3(f). Participating Broker-Dealer shall have the meaning set forth in Section 3(f). Person shall mean an individual, partnership, joint venture, limited liability c

Definitions from Merger Agreement

MERGER AGREEMENT, dated as of October 9, 2015 (this "Agreement"), among DSV A/S, a Danish corporation ("Parent"), Louvre Acquisitionco, Inc., a company incorporated under the laws of the British Virgin Islands and an indirect wholly-owned subsidiary of Parent ("Merger Sub"), and UTi Worldwide Inc., a company incorporated under the laws of the British Virgin Islands (the "Company").

Definitions. For purposes of this Agreement, the following terms have the meanings set forth below. "Actions" has the meaning ascribed to it in Section 6.13. "Affected Employee" has the meaning ascribed to it in Section 6.5(a). "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, directly or indirectly controlled by, or under direct or indirect common control with, such Person; or if such Person is a partnership, any general partner of such Person or a Person controlling any such general partner. For purposes of this definition, "control" (including "controlled by" and "under common control with") means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or partnership or other ownership interests, by Contract or otherwise. "Agreement" has the meaning ascribed to it in the preamble. "Anti Corruption Law" means each of (i) the United States Foreign Corrupt Practices Act of 1977, as amended; (ii) the United Kingdom Bribery Act of 2010 and precursor anti-bribery laws; and (iii) any similar laws, rules or regulations (regarding illegal payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, or any private third party in order to obtain, retain or direct business or obtain any improper advantage) issued, administered or enforced by any relevant Governmental Entity. "Anti Money Laundering Law" means each of (i) the Sarbanes-Oxley Act; (ii) the United Kingdom Proceeds of Crime Act 2002; and (iii) any similar laws, rules or regulations regarding money laundering, drug trafficking, terrorist related activities or other money laundering predicate crimes issued, administered or enforced by any relevant Governmental Entity. "Articles of Association" means the amended and restated articles of association of the Company. "Articles of Merger" means the articles of merger, substantially the form set out in Schedule A to this Agreement, to be approved and executed by the Company and Merger Sub and filed with the Registrar, in each case in accordance with the terms of this Agreement and the BVI Act. "Book-Entry Shares" means Shares that have been issued and recorded on the register of members of the Company but in respect of which no Certificate has been issued. "Business Day" means each day which is neither a Saturday, a Sunday nor any other day on which the SEC or banking institutions in New York, New York, the British Virgin Islands or Copenhagen, Denmark are authorized or obligated by Law or required by executive order to be closed. "BVI Act" has the meaning ascribed to it in the recitals. "Cancelled Shares" has the meaning ascribed to it in Section 3.1(c). "Certificate" means any certificate that immediately prior to the Effective Time represents or evidences any Shares in issue. "CFIUS" means the Committee on Foreign Investment in the United States. "CFIUS Approval" means (i) a written notice issued by CFIUS stating that the Merger does not constitute a "covered transaction" pursuant to Section 721 of the DPA or that following its review or investigation of the Merger, CFIUS has determined that there are no unresolved national security concerns and concluded all action under the DPA or (ii) if CFIUS has sent a report to the President of the United States requesting the President's decision, then (x) the President has announced a decision not to take any action to suspend or prohibit the Merger or (y) the President has not taken any action after fifteen (15) days from the date the President received such report from CFIUS. "Class A Preference Share" means a class A preference share, no par value, of the Company having the rights, privileges, restrictions and conditions set out in the Memorandum (including, for the avoidance of doubt, the Convertible Preference Shares). "Class B Preference Share" means a class B preference share, no par value, of the Company having the rights, privileges, restrictions and conditions set out in the Memorandum. "Closing" has the meaning ascribed to it in Section 2.2. "Closing Date" has the meaning ascribed to it in Section 2.2. "Code" means the United States Internal Revenue Code of 1986, as amended, and any regulations thereunder. "Company" has the meaning ascribed to it in the preamble. "Company Alternative Proposal" means any proposal or offer made by any Person (other than a proposal or offer by Parent or any of its Subsidiaries) for (i) a merger, consolidation, scheme of arrangement, plan of arrangement, business combination or similar transaction with the Company, pursuant to which any Person or group would own fifteen percent (15%) or more of the issued and outstanding Company Ordinary Shares or Convertible Preference Shares or any other Class A Preference Shares, Clas

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is dated as of October 5, 2015 and is made by and among WashingtonFirst Bankshares, Inc., a Virginia corporation (the "Company"), and the purchasers parties to the Purchase Agreement (as defined below) (collectively, the "Purchasers").

Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings:"1933 Act" shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder."1934 Act" shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder."Additional Interest" shall have the meaning set forth in Section 2(e) hereof."Agreement" shall have the meaning set forth in the preamble to this Agreement. "Applicable Procedures" shall mean, with respect to any transfer or exchange of or for beneficial interests in any Subordinated Note represented by a global certificate, the rules and procedures of the Depositary that apply to such transfer or exchange."Closing Date" shall mean October 5, 2015."Company" shall have the meaning set forth in the preamble to this Agreement and also includes the Company's successors."Depositary" shall mean The Depository Trust Company, or any other depositary appointed by the Company, including any agent thereof; provided, however, that any such depositary must at all times have an address in the Borough of Manhattan, The City of New York."Event Date" shall have the meaning set forth in Section 2(e). "Exchange Offer" shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof."Exchange Offer Registration" shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof."Exchange Offer Registration Statement" shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) covering the Registrable Securities, and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein."Exchange Securities" shall mean the 6.00% Fixed-to-Floating Subordinated Notes due 2025 issued by the Company under the Indenture containing terms identical to the Subordinated Notes (except that (i) interest thereon shall accrue from the last date to which interest has been paid or duly provided for on the Subordinated Notes or, if no such interest has been paid or duly provided for, from the Interest Accrual Date, (ii) provisions relating to an increase in the stated rate of interest thereon upon the occurrence of a Registration Default shall be eliminated, (iii) the transfer restrictions and legends relating to restrictions on ownership and transfer thereof as a result of the issuance of the Subordinated Notes without registration under the 1933 Act shall be eliminated, (iv) the denominations thereof shall be $1,000 and integral multiples of $1,000 and (v) all of the Exchange Securities will be represented by one or more global Exchange Securities in book-entry form unless exchanged for Exchange Securities in definitive certificated form under the circumstances provided in the Indenture to be offered to Holders of Registrable Securities in exchange for Registrable Securities pursuant to the Exchange Offer)."FINRA" shall mean the Financial Industry Regulatory Authority, Inc."Holders" shall mean (i) the Purchasers, for so long as they own any Registrable Securities, and each of their respective successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture and (ii) each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities."Indenture" shall mean the indenture, dated as of October 5, 2015, by and between the Company and Wilmington Trust, National Association, as trustee, as the same may be amended or supplemented from time to time in accordance with the terms thereof."Interest Accrual Date" means October 5, 2015."Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of Registrable Securities outstanding, excluding Exchange Securities referred to in clause (ii) of the definition of "Holders" above; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities or Exchange Securities is required hereunder, Registrable Securities and Exchange Securities held by the Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act) shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage."Notifying Broker-Dealer" shall have the meaning set forth in Section 3(f)."Participating Broker-Dealer" shall have the meaning set forth in Section 3(f)."Person" shall mean an individual, partnership, joint venture, limited liability company, corporation, trust or unincorporat

Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of September 28, 2015, among ENERGY TRANSFER CORP LP, a Delaware limited partnership ("TopCo"), ETE CORP GP, LLC, a Delaware limited liability company and the general partner of TopCo ("TopCo GP"), ENERGY TRANSFER EQUITY, L.P., a Delaware limited partnership ("Parent"), LE GP, LLC, a Delaware limited liability company and the general partner of Parent ("Parent GP"), ENERGY TRANSFER EQUITY GP, LLC, a Delaware limited liability company ("ETE GP"), and THE WILLIAMS COMPANIES, INC., a Delaware corporation (the "Company").

Definitions. For purposes of this Agreement:"Affiliate" of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person."business day" means any day on which banks are not required or authorized to be closed in the City of New York."Code" means the Internal Revenue Code of 1986, as amended."Commonly Controlled Entity" means, with respect to a person, any other person or entity that, together with such first person, is treated as a single employer under Section 414 of the Code."Company Benefit Plan" means any (i) pension plan (as defined in Section 3(2) of ERISA) or post-retirement or employment profit-sharing, insurance, health, medical or fringe plan, program, policy or arrangement, (ii) "employee benefit plan" (within the meaning of Section 3(3) of ERISA), (iii) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy or arrangement (including the Company Stock Plans), (iv) severance, change in control, employment, consulting, retirement, retention or termination plan, program, agreement, policy or arrangement or (v) other compensation or benefit plan, program, agreement, policy, practice, contract, arrangement or other obligation, whether or not in writing and whether or not subject to ERISA, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any of its Subsidiaries or any other Commonly Controlled Entity of the Company (A) for the benefit of any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries or (B) under which the Company or any Commonly Controlled Entity of the Company had or have any present or future liability, other than any (x) Multiemployer Plan or (y) plan, program, policy or arrangement mandated by applicable Law."Company Disclosure Letter" means the disclosure letter dated as of the date of this Agreement delivered by the Company to TopCo and Parent."Company ESPP" means The Williams Companies, Inc. Amended and Restated 2007 Employee Stock Purchase Plan."Company Leveraged PSU" means all Company PSUs that are identified as leveraged performance-based restricted stock unit awards in the applicable award agreement."Company Material Adverse Effect" means any change, effect, event, occurrence, circumstance, development or state of facts that, with all other changes, effects, events, occurrences, circumstances, developments and states of fact, is or would reasonably be expected to be materially adverse to the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, other than any change, effect, event, occurrence, circumstance, development or state of facts to the extent relating to (i) the economy in general, (ii) the Energy Product gathering, processing, treating, transportation, storage and marketing industries generally or related products and services (including those due to actions by competitors and including any change in the prices of natural gas, crude oil, refined petroleum products, other hydrocarbon products, natural gas liquids ("NGLs"), and products produced from the fractionation of NGLs (collectively, "Energy Products") or industry margins), (iii) the securities, credit, financial or other capital markets generally in the United States or elsewhere in the world, including changes in interest rates, (iv) any change in the stock price, trading volume or credit rating of the Company or any of its Subsidiaries or any failure, in and of itself, to meet internal or published projections, forecasts or estimates in respect of revenues, earnings, cash flow or other financial or operating metrics for any period (provided, however, that the facts or causes underlying or contributing to such change or failure may be considered in determining whether a Company Material Adverse Effect has occurred unless otherwise excluded pursuant to any of the other clauses of this definition), (v) changes in Law, legislative or political conditions or policy or practices after the date of this Agreement of any Governmental Entity, (vi) changes after the date of this Agreement in applicable accounting regulations or principles or official interpretations thereof, (vii) an act of terrorism or an outbreak or escalation of hostilities or war (whether declared or not declared) or earthquakes, any weather-related or other force majeure events or other natural disasters or any national or international calamity or crisis, (viii) the announcement of this Agreement or the Transactions or the consummation of the Transactions (including any loss of customers, suppliers, employees or other commercial relationships or any action taken or requirements imposed by any Governmental Entity in connection with the Transactions), (ix) actions (or omissions) of the Company and its Subsidiaries taken (or not

Definitions from Form of Registration Rights Agreement

This Registration Rights Agreement (this "Agreement") is made and entered into as of [ ], 2015, by and among Midstates Petroleum Company, Inc., a Delaware corporation (the "Company"), Midstates Petroleum Company LLC, a Delaware limited liability company ("Midstates Sub" and, together with the Company, the "Issuers"), and the initial purchasers of the Initial Notes (as defined below) named in Schedule A hereto (collectively, the "Purchasers"), each of whom has agreed to purchase the Issuers' 12% Third Lien Senior Notes due 2020 (the "Initial Notes") pursuant to the Exchange Agreement (as defined below). The Initial Notes will be fully and unconditionally guaranteed on a third-priority senior secured basis, jointly and severally, by any subsidiary of the Company formed or acquired after the Closing Date that executes a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the "Guarantors"), pursuant to t

Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: Additional Interest: As defined in Section 5 hereto. Broker-Dealer: Any broker or dealer registered under the Exchange Act. Business Day: Shall have the meaning ascribed to such term in Rule 14d-1 under the Exchange Act. Closing Date: The date of this Agreement. Commission: The Securities and Exchange Commission. Company: As defined in the preamble hereto. Consummate: A registered Exchange Offer shall be deemed "Consummated" for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Issuers to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer. EDGAR: The Electronic Data Gathering, Analysis and Retrieval system of the Commission. Exchange Act: The Securities Exchange Act of 1934, as amended. Exchange Offer: The registration by the Issuers under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Issuers offer the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus, as defined in Section 3(a) hereof. Exchange Deadline: As defined in Section 3(b) hereof. Exchange Securities: The 12% Third Lien Senior Notes due 2020, of the same series under the Indenture as the Initial Notes and any Guarantee attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. FINRA: The Financial Industry Regulatory Authority, Inc., an independent regulatory organization. Guarantees: As defined in the preamble hereto. Guarantors: As defined in the preamble hereto. Holders: As defined in Section 2(b) hereof. Indemnified Holder: As defined in Section 8(a) hereof. Indenture: The Indenture, dated as of May 21, 2015, between the Issuers and Wilmington Trust, National Association, as trustee (the "Trustee"), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof. Initial Notes: As defined in the preamble hereto. Initial Placement: The issuance and sale by the Issuers of the Initial Securities to the Purchasers pursuant to the Exchange Agreement. Purchaser: As defined in the preamble hereto. Initial Securities: As defined in the preamble hereto. Interest Payment Date: As defined in the Securities. Issuers: As defined in the preamble hereto. Person: An individual, partnership, corporation, limited liability company, trust, unincorporated organization or other legal entity, or a government or agency or political subdivision thereof. Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. Exchange Agreement: As defined in the preamble hereto. Registration Default: As defined in Section 5 hereof. Registration Statement: Any registration statement of the Issuers relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. Securities: The Initial Securities and the Exchange Securities. Securities Act: The Securities Act of 1933, as amended. Shelf Filing Date: As defined in Section 4(a) hereof. Shelf Filing Deadline: As defined in Section 4(a) hereof. Shelf Registration Statement: As defined in Section 4(a) hereof. Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the pr

Definitions from Form of Registration Rights Agreement

This Registration Rights Agreement (this "Agreement") is made and entered into as of , 2015, by and among Midstates Petroleum Company, Inc., a Delaware corporation (the "Company"), Midstates Petroleum Company LLC, a Delaware limited liability company ("Midstates Sub" and, together with the Company, the "Issuers"), and [ ] (the "Initial Purchaser"), which has agreed to purchase the Issuers' 10.0% Senior Secured Second Lien Notes due 2020 (the "Initial Notes") pursuant to the Purchase Agreement (as defined below). The Initial Notes will be fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by any subsidiary of the Company formed or acquired after the Closing Date that executes a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the "Guarantors"), pursuant to their guarantees (the "Guarantees"). The Initial Notes and any future Guarantee

Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: Additional Interest: As defined in Section 5 hereto. Broker-Dealer: Any broker or dealer registered under the Exchange Act. Business Day: Shall have the meaning ascribed to such term in Rule 14d-1 under the Exchange Act. Closing Date: The date of this Agreement. Commission: The Securities and Exchange Commission. Company: As defined in the preamble hereto. Consummate: A registered Exchange Offer shall be deemed "Consummated" for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Issuers to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer. EDGAR: The Electronic Data Gathering, Analysis and Retrieval system of the Commission. Exchange Act: The Securities Exchange Act of 1934, as amended. Exchange Offer: The registration by the Issuers under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Issuers offer the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus, as defined in Section 3(a) hereof. Exchange Deadline: As defined in Section 3(b) hereof. Exchange Securities: The 10.0% Senior Secured Second Lien Notes due 2020, of the same series under the Indenture as the Initial Notes and any Guarantee attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. FINRA: The Financial Industry Regulatory Authority, Inc., an independent regulatory organization. Guarantees: As defined in the preamble hereto. Guarantors: As defined in the preamble hereto. Holders: As defined in Section 2(b) hereof. Indemnified Holder: As defined in Section 8(a) hereof. Indenture: The Indenture, dated as of May 21, 2015, between the Issuers and Wilmington Trust, National Association, as trustee (the "Trustee"), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof. Initial Notes: As defined in the preamble hereto. Initial Placement: The issuance and sale by the Issuers of the Initial Securities to the Initial Purchaser pursuant to the Purchase Agreement. Initial Purchaser: As defined in the preamble hereto. Initial Securities: As defined in the preamble hereto. Interest Payment Date: As defined in the Securities. Issuers: As defined in the preamble hereto. Person: An individual, partnership, corporation, limited liability company, trust, unincorporated organization or other legal entity, or a government or agency or political subdivision thereof. Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. Purchase Agreement: As defined in the preamble hereto. Registration Default: As defined in Section 5 hereof. Registration Statement: Any registration statement of the Issuers relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. Securities: The Initial Securities and the Exchange Securities. Securities Act: The Securities Act of 1933, as amended. Shelf Filing Date: As defined in Section 4(a) hereof. Shelf Registration Statement: As defined in Section 4(a) hereof. Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements o

Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of September 28, 2015, among ENERGY TRANSFER CORP LP, a Delaware limited partnership (TopCo), ETE CORP GP, LLC, a Delaware limited liability company and the general partner of TopCo (TopCo GP), ENERGY TRANSFER EQUITY, L.P., a Delaware limited partnership (Parent), LE GP, LLC, a Delaware limited liability company and the general partner of Parent (Parent GP), ENERGY TRANSFER EQUITY GP, LLC, a Delaware limited liability company (ETE GP), and THE WILLIAMS COMPANIES, INC., a Delaware corporation (the Company).

Definitions. For purposes of this Agreement: Affiliate of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person. business day means any day on which banks are not required or authorized to be closed in the City of New York. Code means the Internal Revenue Code of 1986, as amended. Commonly Controlled Entity means, with respect to a person, any other person or entity that, together with such first person, is treated as a single employer under Section 414 of the Code. Company Benefit Plan means any (i) pension plan (as defined in Section 3(2) of ERISA) or post-retirement or employment profit-sharing, insurance, health, medical or fringe plan, program, policy or arrangement, (ii) employee benefit plan (within the meaning of Section 3(3) of ERISA), (iii) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy or arrangement (including the Company Stock Plans), (iv) severance, change in control, employment, consulting, retirement, retention or termination plan, program, agreement, policy or arrangement or (v) other compensation or benefit plan, program, agreement, policy, practice, contract, arrangement or other obligation, whether or not in writing and whether or not subject to ERISA, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any of its Subsidiaries or any other Commonly Controlled Entity of the Company (A) for the benefit of any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries or (B) under which the Company or any Commonly Controlled Entity of the Company had or have any present or future liability, other than any (x) Multiemployer Plan or (y) plan, program, policy or arrangement mandated by applicable Law. Company Disclosure Letter means the disclosure letter dated as of the date of this Agreement delivered by the Company to TopCo and Parent. Company ESPP means The Williams Companies, Inc. Amended and Restated 2007 Employee Stock Purchase Plan. Company Leveraged PSU means all Company PSUs that are identified as leveraged performance-based restricted stock unit awards in the applicable award agreement. Company Material Adverse Effect means any change, effect, event, occurrence, circumstance, development or state of facts that, with all other changes, effects, events, occurrences, circumstances, developments and states of fact, is or would reasonably be expected to be materially adverse to the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, other than any change, effect, event, occurrence, circumstance, development or state of facts to the extent relating to (i) the economy in general, (ii) the Energy Product gathering, processing, treating, transportation, storage and marketing industries generally or related products and services (including those due to actions by competitors and including any change in the prices of natural gas, crude oil, refined petroleum products, other hydrocarbon products, natural gas liquids (NGLs), and products produced from the fractionation of NGLs (collectively, Energy Products) or industry margins), (iii) the securities, credit, financial or other capital markets generally in the United States or elsewhere in the world, including changes in interest rates, (iv) any change in the stock price, trading volume or credit rating of the Company or any of its Subsidiaries or any failure, in and of itself, to meet internal or published projections, forecasts or estimates in respect of revenues, earnings, cash flow or other financial or operating metrics for any period (provided, however, that the facts or causes underlying or contributing to such change or failure may be considered in determining whether a Company Material Adverse Effect has occurred unless otherwise excluded pursuant to any of the other clauses of this definition), (v) changes in Law, legislative or political conditions or policy or practices after the date of this Agreement of any Governmental Entity, (vi) changes after the date of this Agreement in applicable accounting regulations or principles or official interpretations thereof, (vii) an act of terrorism or an outbreak or escalation of hostilities or war (whether declared or not declared) or earthquakes, any weather-related or other force majeure events or other natural disasters or any national or international calamity or crisis, (viii) the announcement of this Agreement or the Transactions or the consummation of the Transactions (including any loss of customers, suppliers, employees or other commercial relationships or any action taken or requirements imposed by any Governmental Entity in connection with the Transactions), (ix) actions (or omissions) of the Company and its Subsidiaries taken (or not taken) with the