European Community Uses in Definitions Clause

Definitions from Supplemental Indenture

THIRTEENTH SUPPLEMENTAL INDENTURE (this Thirteenth Supplemental Indenture), dated as of July 10, 2017, between Fidelity National Information Services, Inc., a Georgia corporation (the Company), and The Bank of New York Mellon Trust Company, N.A., a national banking association (the Trustee).

Definitions. Capitalized terms used herein without definition shall have the respective meanings given them in the Base Indenture, provided that references to this Indenture, herein, hereof and hereunder and other words of a similar import in the Base Indenture shall be deemed to be a reference to the Base Indenture as supplemented and amended by this Thirteenth Supplemental Indenture. Any references to Article or Section herein shall be a reference to an article or section of this Thirteenth Supplemental Indenture unless expressly specified otherwise. For purposes of this Thirteenth Supplemental Indenture, the following terms shall have the meanings specified below, notwithstanding any contrary definition in the Base Indenture. or euro means the single currency introduced at the third stage of the European Monetary Union pursuant to the Treaty establishing the European Community, as amended. Below Investment Grade Rating Event means the rating on the Notes (as hereinafter defined) is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any Rating Agency). Change of Control means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole to any person or group (as those terms are used in Section 13(d)(3) of the Exchange Act) other than the Company and its Subsidiaries; (2) the approval by the holders of the Companys common stock of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of the Indenture); (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person or group (as those terms are used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the then outstanding number of shares of the Companys voting stock; or (4) the Company consolidates or merges with or into any entity, pursuant to a transaction in which any of the outstanding voting stock of the Company or such other entity is converted into or exchanged for cash, securities or other property (except when voting stock of the Company constitutes, or is converted into, or exchanged for, at least a majority of the voting stock of the surviving person). Change of Control Triggering Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event. Clearstream means Clearstream Banking, S.A. or any successor securities clearing agency. Common Depositary means The Bank of New York Mellon, London Branch. Comparable Government Bond means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an Independent Investment Banker, a German government bond whose maturity is closest to the maturity of the Notes (assuming for this purpose that the Notes mature on the Par Call Date), or if such Independent Investment Banker in its discretion determines that such similar bond is not in issue, such other German government bond as such Independent Investment Banker may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Company, determine to be appropriate for determining the Comparable Government Bond Rate. Comparable Government Bond Rate means the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes to be redeemed, if they were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London tine) on such Business Day as determined by an Independent Investment Banker. Depositary means, with respect to the Notes, The Bank of New York Mellon, London Branch, as common depositary on behalf of Euroclear and Clearstream, or any successor entity thereto. Euroclear means Euroclear Bank, SA/NV or any successor securities clearing agency. Exchange Act means the Securities Exchange Act of 1934, as amended. Fitch means Fitch Ratings, Inc. and any successor to its rating agency business. ICSDs mean

Definitions from Supplemental Indenture

TWELFTH SUPPLEMENTAL INDENTURE (this Twelfth Supplemental Indenture), dated as of July 10, 2017, between Fidelity National Information Services, Inc., a Georgia corporation (the Company), and The Bank of New York Mellon Trust Company, N.A., a national banking association (the Trustee).

Definitions. Capitalized terms used herein without definition shall have the respective meanings given them in the Base Indenture, provided that references to this Indenture, herein, hereof and hereunder and other words of a similar import in the Base Indenture shall be deemed to be a reference to the Base Indenture as supplemented and amended by this Twelfth Supplemental Indenture. Any references to Article or Section herein shall be a reference to an article or section of this Twelfth Supplemental Indenture unless expressly specified otherwise. For purposes of this Twelfth Supplemental Indenture, the following terms shall have the meanings specified below, notwithstanding any contrary definition in the Base Indenture. or euro means the single currency introduced at the third stage of the European Monetary Union pursuant to the Treaty establishing the European Community, as amended. Below Investment Grade Rating Event means the rating on the Notes (as hereinafter defined) is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any Rating Agency). Change of Control means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole to any person or group (as those terms are used in Section 13(d)(3) of the Exchange Act) other than the Company and its Subsidiaries; (2) the approval by the holders of the Companys common stock of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of the Indenture); (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person or group (as those terms are used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the then outstanding number of shares of the Companys voting stock; or (4) the Company consolidates or merges with or into any entity, pursuant to a transaction in which any of the outstanding voting stock of the Company or such other entity is converted into or exchanged for cash, securities or other property (except when voting stock of the Company constitutes, or is converted into, or exchanged for, at least a majority of the voting stock of the surviving person). Change of Control Triggering Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event. Clearstream means Clearstream Banking, S.A. or any successor securities clearing agency. Common Depositary means The Bank of New York Mellon, London Branch. Comparable Government Bond means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an Independent Investment Banker, a German government bond whose maturity is closest to the maturity of the Notes (assuming for this purpose that the Notes mature on the Par Call Date), or if such Independent Investment Banker in its discretion determines that such similar bond is not in issue, such other German government bond as such Independent Investment Banker may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Company, determine to be appropriate for determining the Comparable Government Bond Rate. Comparable Government Bond Rate means the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes to be redeemed, if they were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London tine) on such Business Day as determined by an Independent Investment Banker. Depositary means, with respect to the Notes, The Bank of New York Mellon, London Branch, as common depositary on behalf of Euroclear and Clearstream, or any successor entity thereto. Euroclear means Euroclear Bank, SA/NV or any successor securities clearing agency. Exchange Act means the Securities Exchange Act of 1934, as amended. Fitch means Fitch Ratings, Inc. and any successor to its rating agency business. ICSDs means, togeth

Definitions from Collaboration and License Agreement

This COLLABORATION AND LICENSE AGREEMENT (the "Agreement") is made as of January 9, 2016 (the "Effective Date"), by and between NESTEC LTD., a limited company organized and existing under the laws of Switzerland, having an office located at Avenue Nestle 55, 1800 Vevey, Switzerland ("NHSc"), and Seres Therapeutics, Inc., a corporation incorporated and existing under the laws of the State of Delaware, having an office located at 215 First Street, Cambridge, MA 02142, USA ("Seres"). NHSc and Seres are sometimes referred to herein individually as a "Party" and collectively as the "Parties".

Definitions. The terms in this Agreement with initial letters capitalized, whether used in the singular or the plural, shall have the respective meanings either set forth below or another part of this Agreement. "Additional Collaboration Products" has the meaning set forth in Section 4.3. "Additional Development" has the meaning set forth in Section 4.5(a). "Affected Products" means, in the event that NHSc has the right to terminate this Agreement pursuant to Section 13.2.3 due to material breach by Seres, but NHSc does not terminate this Agreement and instead invokes its rights under Section 13.5, those Collaboration Products to which the applicable material breach relates. Confidential Treatment RequestedUnder 17 C.F.R. SSSS 200.80(b)(4), 200.83 and 240.24b-2 "Affiliate" of a Party means an entity that (directly or indirectly) is controlled by, controls, or is under common control with such Party where control means the direct or indirect ownership of voting securities entitled to cast at least fifty percent (50%) of the votes in the election of directors, or such other relationship as results in the power to control the management, business, assets and affairs of an entity. "Bankruptcy Code" means, as applicable, the U.S. Bankruptcy Code, as amended from time to time, and the rules and regulations and guidelines promulgated thereunder or the bankruptcy laws of any Governmental Authority, as amended from time to time, and the rules and regulations and guidelines promulgated thereunder or any applicable bankruptcy laws of any other country or competent Governmental Authority, as amended from time to time, and the rules and regulations and guidelines promulgated thereunder. "BLA" means (i) in the United States, a Biologics License Application, as defined in the United States Public Health Service Act (42 U.S.C. SS 262), and applicable regulations promulgated thereunder by the FDA, or any equivalent application that replaces such application, (ii) in the EU, a marketing authorization application, as defined in applicable regulations of the EMA, and (iii) in any other country, the relevant equivalent to the foregoing. "Business Day" means a day other than Saturday, Sunday or any day on which commercial banks located in New York, New York or Geneva, Switzerland, are authorized or obligated by applicable Law to close. "Calendar Quarter" means, with respect to any given Calendar Year, the respective periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 or December 31. "Calendar Year" means each successive period of twelve (12) consecutive months commencing on January 1 and ending on December 31. "C Difficile Field" means (i) the treatment of a C. difficile infection and the prevention of [***] C. difficile infections and associated complications, as well as (ii) any other indications for which a given C Difficile Product may be Developed pursuant to this Agreement by mutual agreement of the Parties; provided that such other indication(s) shall only be included in the C Difficile Field for the specific C Difficile Product that the Parties agree to Develop for such other indication. "C Difficile Product" means the First C Difficile Product and the Second C Difficile Product, and any Additional Collaboration Products Developed primarily for the treatment of a C. difficile infection and the prevention of [***] C. difficile infections and associated complications. "C Difficile Royalty Period" means the period beginning with the First Commercial Sale of a C Difficile Product in the C Difficile Field in the Territory and ending, on the later to occur of (i) the [***] anniversary of the date of such First Commercial Sale of such Collaboration Product, and (ii) January 1st of the Calendar Year during the Term following any Calendar Year in which Net Sales of C Difficile Products in the C Difficile Field in the Territory are below [***]. For the sake of clarity, if Net Sales of C Difficile Products for the final Calendar Year Confidential Treatment RequestedUnder 17 C.F.R. SSSS 200.80(b)(4), 200.83 and 240.24b-2 ending prior to such [***] anniversary are less than [***], then the C Difficile Royalty Period shall end on such [***] anniversary. "Challenge Proceeding" has the meaning set forth in Section 10.4.3. "Claim" means any charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand. "Clinical Trial" means a clinical trial in human subjects that has been approved by a Regulatory Authority and an institutional review board or ethics committee, and is designed to measure the safety and/or efficacy of a Collaboration Product. Clinical Trials shall include Phase I Clinical Trials, Phase II Clinical Trials, Phase III Clinical Trials. "CMC" means the chemistry, manufacturing and controls sections (together with all supporting documentation and records) of any BLA or the comparable portions of other applications for Regulatory Approval. "COGS" means with respect to any Collabor

Definitions from Term Credit Agreement

This Amended and Restated Credit Agreement, dated as of September 25, 2015, is among Whirlpool Corporation, a Delaware corporation, Whirlpool Europe B.V., a Netherlands corporation having its corporate seat in Breda, The Netherlands, Whirlpool Finance B.V., a Netherlands corporation having its corporate seat in Breda, The Netherlands, Whirlpool Canada Holding Co., a Nova Scotia unlimited company, the other Borrowers from time to time party hereto, the Lenders from time to time party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent for such Lenders, and BNP Paribas and Citibank, N.A., as Syndication Agents.

Definitions. As used in this Credit Agreement:"Acquisition" means any transaction, or any series of related transactions, consummated on or after the date of this Credit Agreement, by which any Borrower or any Subsidiary of a Borrower (i) acquires any going business or all or substantially all of the assets of any firm, corporation or division thereof, whether through purchase of assets, merger or otherwise, or (ii) directly or indirectly acquires (in one transaction or in a series of transactions) at least 25% (in number of votes) of the equity securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency)."Additional Borrowing Subsidiary" means any Subsidiary of Whirlpool duly designated by Whirlpool pursuant to Section 2.09 to request Advances hereunder, which Subsidiary shall have satisfied the conditions precedent set forth in Section 5.02.NYDOCS01/1629900.3B"Administrative Agent" means JPMorgan Chase Bank, N.A., in its capacity as agent for the Lenders pursuant to Article 11, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article 11."Advance" means a borrowing hereunder consisting of the aggregate amount of the several Loans made by some or all of the Lenders to a Borrower of the same Type and, in the case of Eurocurrency Rate Advances, for the same Interest Period."Affiliate" means with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. As used herein, the term "Control" means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms "Controlled" and "Controlling" have meanings correlative to the foregoing."Aggregate Commitment" means the aggregate of the Commitments of all the Lenders hereunder (which, as of the date of this Credit Agreement, is $500,000,000), as amended from time to time pursuant to the terms hereof."Agreed Currency" means, subject to Section 3.04, (i) Dollars, (ii) euros, (iii) Sterling and (iv) any other currency (A) which is freely transferable and convertible into Dollars, (B) in which deposits are customarily offered to banks in the London interbank market, (C) which a Borrower requests the Administrative Agent to include as an Agreed Currency hereunder and (D) which is acceptable to each Lender; provided that, for purposes of clause (iv) above, the Administrative Agent shall promptly notify each Lender of each such request and unless each Lender shall have agreed to each such request within five Business Days from the date of such notification by the Administrative Agent to such Lender, such Lender shall be deemed to have disagreed with such request."Alternate Base Rate" means, on any date and with respect to all Floating Rate Advances, a fluctuating rate of interest per annum equal to the sum of (a) the highest of (i) the Federal Funds Effective Rate most recently determined by the Administrative Agent plus 0.50% per annum, (ii) the Prime Rate and (iii) the Eurocurrency Base Rate for Dollars for a one month Interest Period starting on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Eurocurrency Base Rate for any day shall be based on the rate appearing on the Reuters LIBOR01 Page (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Base Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Base Rate, respectively plus (b) the Alternate Base Rate Margin for such day."Alternate Base Rate Margin" means a rate per annum determined in accordance with the Pricing Schedule.2"AML Laws" means, with respect to Whirlpool or any of its Subsidiaries, all laws, rules, and regulations of any jurisdiction applicable to Whirlpool or such Subsidiary from time to time concerning or relating to anti-money laundering. "Anti-Corruption Laws" means, with respect to Whirlpool or any of its Subsidiaries, all laws, rules, and regulations of any jurisdiction applicable to Whirlpool or such Subsidiary from time to time concerning or relating to bribery or corruption. "Arrangers" means J.P. Morgan Securities LLC, BNP Paribas Securities Corp. and Citigroup Global Markets Inc. "Article" means an article of this Credit Agreement unless another document is specifically referenced."Assumption Agreement" means an agreement of a Subsidiary of Whirlpool addressed to the Lenders in substantially the form of Exhibit B hereto pur

Definitions from Credit Agreement

CREDIT AGREEMENT, dated as of September 29, 2015, by and among ORBITAL ATK, INC., a Delaware corporation (the Borrower), the Guarantors (as defined herein), the lenders who are party to this Agreement and the lenders who may become party to this Agreement pursuant to the terms hereof (collectively, the Lenders), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, CITIBANK, N.A., JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., U.S. BANK, NATIONAL ASSOCIATION and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Issuing Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION and U.S. BANK, NATIONAL ASSOCIATION, as Swingline Lenders.

Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below: Accepting Lenders has the meaning assigned to such term in Section 5.16(a). Acquisition means, as to any Person, the purchase or other acquisition (in one transaction or a series of transactions, including through a merger) of at least a majority of the Equity Interests of another Person or all or substantially all of the property, assets or business of another Person or of the assets constituting a business unit, line of business or division of another Person. Acquisition Agreement Representations shall have the meaning assigned to such term in Section 5.13(a). Administrative Agent means Wells Fargo, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 11.6. Administrative Agents Office means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 12.1(c). Administrative Questionnaire means an administrative questionnaire in a form supplied by the Administrative Agent. Affiliate means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person or any of its Subsidiaries. The term control means (a) the power to vote ten percent (10%) or more of the securities or other equity interests of a Person having ordinary voting power, or (b) the possession, directly or indirectly, of any other power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. The terms controlling and controlled have meanings correlative thereto. Agreement means this Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time. Alternative Currency means Canadian Dollars, Euros, Sterling, Yen or such other currency as the Administrative Agent and the Issuing Lenders may from time to time determine. For purposes of this definition, Canadian Dollar means the lawful currency of Canada, Euro means the single currency of the participating member states of the European Community and Sterling means the lawful currency of the United Kingdom. Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder. Applicable Law means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators. Applicable Margin means the corresponding percentages per annum as set forth below based on the Consolidated Total Leverage Ratio: Pricing Level

Definitions from Indenture

INDENTURE dated as of ___________, 20__ between Standex International Corporation, a Delaware corporation (the "Company"), and [Name of Trustee], a ________________ (the "Trustee").

Definitions. "Additional Amounts" means any additional amounts that are required hereby or by any Security, under circumstances specified herein or therein, to be paid by the Company in respect of certain taxes imposed on Holders specified herein or therein and that are owing to such Holders. "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" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities or by agreement or otherwise. "Agent" means any Registrar, Paying Agent, Service Agent or authenticating agent. "Board of Directors" means the Board of Directors of the Company or any duly authorized committee thereof. "Board Resolution" means a copy of one or more resolutions certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to the Trustee. "Business Day" means, unless otherwise provided by Board Resolution, Officers' Certificate or supplemental indenture hereto for a particular Series, any day except a Saturday, Sunday or a legal holiday in the City of New York, New York (or in connection with any payment, the place of payment), on which banking institutions are authorized or required by law, regulation or executive order to close. "Company" means the party named as such above until a successor replaces it pursuant to the applicable provisions of this Indenture and thereafter means the successor. "Company Order" means a written order signed in the name of the Company by two Officers, one of whom must be the Company's principal executive officer, principal financial officer or principal accounting officer. "Company Request" means a written request signed in the name of the Company by its Chief Executive Officer, its President or a Vice President, and by its Chief Financial Officer, its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee. "Corporate Trust Office" means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered. "Default" means any event that is, or after notice or passage of time or both would be, an Event of Default. "Depositary" means, with respect to the Securities of any Series issuable or issued in whole or in part in the form of one or more Global Securities, the person designated as Depositary for such Series by the Company, which Depositary shall be a clearing agency registered under the Exchange Act; and if at any time there is more than one such person, "Depositary" as used with respect to the Securities of any Series shall mean the Depositary with respect to the Securities of such Series. "Discount Security" means any Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2. "Dollars" and "$" means the currency of The United States of America. "Euro" means the lawful currency of the participating member states of the European Union that adopt a single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union signed February 7, 1992. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Foreign Currency" means any currency or currency unit issued by a government or governments of one or more countries other than The United States of America or by any recognized confederation or association of such governments and shall include the Euro. "Foreign Government Obligations" means with respect to Securities of any Series that are denominated in a Foreign Currency, (a) direct obligations of the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged or (b) obligations of a person controlled or supervised by or acting as an agency or instrumentality of such government the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case under clauses (a) or (b), are not callable or redeemable at the option of the issuer thereof. "GAAP" means accounting principles generally accepted in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting S

Definitions from Senior Secured Note

INDENTURE dated as of April 15, 2015 among UPCB Finance IV Limited, as Issuer, The Bank of New York Mellon, London Branch, as Trustee, Principal Paying Agent, Transfer Agent and Security Agent, The Bank of New York Mellon, as New York Paying Agent, New York Transfer Agent and Dollar Notes Registrar and The Bank of New York Mellon (Luxembourg) S.A., as Euro Notes Registrar and Transfer Agent.

Definitions. "144A Global Note" means the Dollar 144A Global Notes and the Euro 144A Global Notes. "Additional Facilities" has the meaning ascribed thereto in the UPC Broadband Holding Bank Facility. "Additional Dollar Notes" means the additional Dollar Notes (other than the Initial Dollar Notes) issued under this Indenture in accordance with Section 2.01(e) and Section 2.02, as part of the same class as the Initial Dollar Notes."Additional Euro Notes" means the additional Euro Notes (other than the Initial Euro Notes) issued under this Indenture in accordance with Section 2.01(e) and Section 2.02, as part of the same class as the Initial Euro Notes."Additional Notes" means the Additional Dollar Notes and the Additional Euro Notes."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 Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing."Agent" means any Registrar, co-registrar, Transfer Agent, Paying Agent or additional paying agent."Applicable Premium" means, in the case of the Euro Notes, the Euro Applicable Premium and, in the case of the Dollar Notes, the Dollar Applicable Premium. "Applicable Procedures" means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear or Clearstream that apply to such transfer or exchange."Authenticating Agent" means each Person authorized pursuant to Section 2.02 to authenticate Notes and any Person authorized pursuant to Section 2.02 to act on behalf of the Trustee to authenticate Notes."Authorized Person" means any person who is designated in writing by the Issuer from time to time to give Instructions to the Agents under the terms of this Indenture. "Available Disposal Proceeds" with respect to any Disposal Proceeds that are required to be applied to prepay Additional Facilities pursuant to Clause 7.6 (Mandatory prepayment from disposal proceeds) of the UPC Broadband Holding Bank Facility, an amount of such Disposal Proceeds that bears the same proportion to the total Disposal Proceeds as the aggregate principal amount of the Finco Loan bears to the aggregate principal amount of all Advances (as such term is defined in the UPC Broadband Holding Bank Facility) outstanding under the UPC Broadband Holding Bank Facility."Bank Account Collateral" means sums of money held from time to time in all bank accounts of the Issuer (excluding the Share Capital Account)."The Bank of New York Mellon Group" means the group comprising The Bank of New York Mellon and its affiliates."Bankruptcy Law" means Title 11, United States Bankruptcy Code of 1978, or any similar United States federal or state law or relevant law in any jurisdiction or organization or similar foreign law (including, without limitation, laws of the Cayman Islands) relating to moratorium, bankruptcy, insolvency, receivership, winding up, liquidation, reorganization or relief of debtors, or any amendment to, succession to or change in any such law."beneficial owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the U.S. 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 U.S. 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, whether such right is currently exercisable or is exercisable only after the passage of time. The terms "beneficially owns" and "beneficially owned" have a corresponding meaning."Book-Entry Interest" means a beneficial interest in a Global Note held by or through a Participant. "Board of Directors" means, as to any Person, the board of directors of such Person or any duly authorized committee thereof. "Bund Rate" means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity as of such date of the Comparable German Bund Issue, assuming a price for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price for such Redemption Date, where: (1)"Comparable German Bund Issue" means the German Bundesanleihe security selected by any Reference German Bund Dealer as having a fixed maturity most nearly equal to the period from such Redemption Date to January 15, 2021, and that would be utilized at the time of selection and in accordance with customary financial practice, in pricing new issues of euro denominated corporate debt securities in a principal am

Definitions from Term Credit Agreement

This Credit Agreement, dated as of September 26, 2014, is among Whirlpool Corporation, a Delaware corporation, Whirlpool Europe B.V., a Netherlands corporation having its corporate seat in Breda, The Netherlands, Whirlpool Finance B.V., a Netherlands corporation having its corporate seat in Breda, The Netherlands, Whirlpool Canada Holding Co., a Nova Scotia unlimited company, the other Borrowers from time to time party hereto, the Lenders from time to time party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent for such Lenders, and The Royal Bank of Scotland plc, BNP Paribas and Citibank, N.A., as Syndication Agents.

Definitions. As used in this Credit Agreement:"Acquisition" means any transaction, or any series of related transactions, consummated on or after the date of this Credit Agreement, by which any Borrower or any Subsidiary of a Borrower (i) acquires any going business or all or substantially all of the assets of any firm, corporation or division thereof, whether through purchase of assets, merger or otherwise, or (ii) directly or indirectly acquires (in one transaction or in a series of transactions) at least 25% (in number of votes) of the equity securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency)."Additional Borrowing Subsidiary" means any Subsidiary of Whirlpool duly designated by Whirlpool pursuant to Section 2.09 to request Advances hereunder, which Subsidiary shall have satisfied the conditions precedent set forth in Section 5.02."Administrative Agent" means JPMorgan Chase Bank, N.A., in its capacity as agent for the Lenders pursuant to Article 11, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article 11."Advance" means a borrowing hereunder consisting of the aggregate amount of the several Loans made by some or all of the Lenders to a Borrower of the same Type and, in the case of Eurocurrency Rate Advances, for the same Interest Period."Affiliate" means with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. As used herein, the term "Control" means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms "Controlled" and "Controlling" have meanings correlative to the foregoing."Aggregate Commitment" means the aggregate of the Commitments of all the Lenders hereunder (which, as of the date of this Credit Agreement, is $1,000,000,000), as amended from time to time pursuant to the terms hereof."Agreed Currency" means, subject to Section 3.04, (i) Dollars, (ii) euros, (iii) Sterling and (iv) any other currency (A) which is freely transferable and convertible into Dollars, (B) in which deposits are customarily offered to banks in the London interbank market, (C) which a Borrower requests the Administrative Agent to include as an Agreed Currency hereunder and (D) which is acceptable to each Lender; provided that, for purposes of clause (iv) above, the Administrative Agent shall promptly notify each Lender of each such request and unless each Lender shall have agreed to each such request within five Business Days from the date of such notification by the Administrative Agent to such Lender, such Lender shall be deemed to have disagreed with such request."Alternate Base Rate" means, on any date and with respect to all Floating Rate Advances, a fluctuating rate of interest per annum equal to the sum of (a) the highest of (i) the Federal Funds Effective Rate most recently determined by the Administrative Agent plus 0.50% per annum, (ii) the Prime Rate and (iii) the Eurocurrency Base Rate for Dollars for a one month Interest Period starting on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Eurocurrency Base Rate for any day shall be based on the rate appearing on the Reuters LIBOR01 Page (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Base Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Base Rate, respectively plus (b) the Alternate Base Rate Margin for such day."Alternate Base Rate Margin" means a rate per annum determined in accordance with the Pricing Schedule."AML Laws" means, with respect to Whirlpool or any of its Subsidiaries, all laws, rules, and regulations of any jurisdiction applicable to Whirlpool or such Subsidiary from time to time concerning or relating to anti-money laundering. "Anti-Corruption Laws" means, with respect to Whirlpool or any of its Subsidiaries, all laws, rules, and regulations of any jurisdiction applicable to Whirlpool or such Subsidiary from time to time concerning or relating to bribery or corruption. "Article" means an article of this Credit Agreement unless another document is specifically referenced."Assumption Agreement" means an agreement of a Subsidiary of Whirlpool addressed to the Lenders in substantially the form of Exhibit B hereto pursuant to which such Subsidiary agrees to become a "Borrower" and be bound by the terms and conditions of this Credit Agreement.

Definitions from Term Credit Agreement

This Credit Agreement, dated as of September 26, 2014, is among Whirlpool Corporation, a Delaware corporation, Whirlpool Europe B.V., a Netherlands corporation having its corporate seat in Breda, The Netherlands, Whirlpool Finance B.V., a Netherlands corporation having its corporate seat in Breda, The Netherlands, Whirlpool Canada Holding Co., a Nova Scotia unlimited company, the other Borrowers from time to time party hereto, the Lenders from time to time party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent for such Lenders, and The Royal Bank of Scotland plc, BNP Paribas and Citibank, N.A., as Syndication Agents.

Definitions. As used in this Credit Agreement:"Acquisition" means any transaction, or any series of related transactions, consummated on or after the date of this Credit Agreement, by which any Borrower or any Subsidiary of a Borrower (i) acquires any going business or all or substantially all of the assets of any firm, corporation or division thereof, whether through purchase of assets, merger or otherwise, or (ii) directly or indirectly acquires (in one transaction or in a series of transactions) at least 25% (in number of votes) of the equity securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency)."Additional Borrowing Subsidiary" means any Subsidiary of Whirlpool duly designated by Whirlpool pursuant to Section 2.09 to request Advances hereunder, which Subsidiary shall have satisfied the conditions precedent set forth in Section 5.02."Additional Commitment Lender" is defined in Section 2.13(d). "Administrative Agent" means JPMorgan Chase Bank, N.A., in its capacity as agent for the Lenders pursuant to Article 11, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article 11."Advance" means a borrowing hereunder consisting of the aggregate amount of the several Loans made by some or all of the Lenders to a Borrower of the same Type and, in the case of Eurocurrency Rate Advances, for the same Interest Period. "Affiliate" means with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. As used herein, the term "Control" means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms "Controlled" and "Controlling" have meanings correlative to the foregoing."Aggregate Commitment" means the aggregate of the Commitments of all the Lenders hereunder (which, as of the date of this Credit Agreement, is $2,000,000,000), as amended from time to time pursuant to the terms hereof."Agreed Currency" means, subject to Section 3.04, (i) Dollars, (ii) euros, (iii) Sterling and (iv) any other currency (A) which is freely transferable and convertible into Dollars, (B) in which deposits are customarily offered to banks in the London interbank market, (C) which a Borrower requests the Administrative Agent to include as an Agreed Currency hereunder and (D) which is acceptable to each Lender; provided that, for purposes of clause (iv) above, the Administrative Agent shall promptly notify each Lender of each such request and unless each Lender shall have agreed to each such request within five Business Days from the date of such notification by the Administrative Agent to such Lender, such Lender shall be deemed to have disagreed with such request."Alternate Base Rate" means, on any date and with respect to all Floating Rate Advances, a fluctuating rate of interest per annum equal to the sum of (a) the highest of (i) the Federal Funds Effective Rate most recently determined by the Administrative Agent plus 0.50% per annum, (ii) the Prime Rate and (iii) the Eurocurrency Base Rate for Dollars for a one month Interest Period starting on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Eurocurrency Base Rate for any day shall be based on the rate appearing on the Reuters LIBOR01 Page (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Base Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Base Rate, respectively plus (b) the Alternate Base Rate Margin for such day."Alternate Base Rate Margin" means a rate per annum determined in accordance with the Pricing Schedule."Amendment Effective Date" is defined in Section 5.01."AML Laws" means, with respect to Whirlpool or any of its Subsidiaries, all laws, rules, and regulations of any jurisdiction applicable to Whirlpool or such Subsidiary from time to time concerning or relating to anti-money laundering. "Anniversary Date" is defined in Section 2.13(a). "Anti-Corruption Laws" means, with respect to Whirlpool or any of its Subsidiaries, all laws, rules, and regulations of any jurisdiction applicable to Whirlpool or such Subsidiary from time to time concerning or relating to bribery or corruption. "Article" means an article of this Credit Agreement unless another document is specifically referenced."Assumption Agreement" means an agreement of a Subsidiary of Whirlpool addressed to the Lenders in substa

DEFINITIONS from Reimbursement Agreement

DEFINITIONS. 1.1 In this Agreement (including in the Recitals), the following words and expressions shall have the meanings set opposite them: Acquisition, the proposed acquisition by Holdco and IrSub of Covidien by means of the Scheme or a takeover offer (and any such Scheme or takeover offer as it may be revised, amended or extended from time to time) pursuant to the Transaction Agreement (whether by way of the Scheme or such takeover offer) (including the issuance by Holdco of the aggregate Holdco share consideration and payment by Holdco and IrSub of their respective portion of the aggregate cash consideration pursuant to the Scheme or such takeover offer), to be described in the Rule 2.5 Announcement and provided for in the Transaction Agreement; Act, the Companies Act 1963, as amended; Acting in Concert, shall have the meaning given to that term in the Takeover Panel Act; Actions, any civil, criminal or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlement or enforcement actions by, from or before any Relevant Authority; Agreed Form, in relation to any document, the form of that document which has been agreed to by or on behalf of each of the Parties; Agreement, shall have the meaning given to that term in the Recitals; Antitrust Laws, the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation, competition, antitrust or restraint of trade; Business Day, any day, other than a Saturday, Sunday or a day on which banks in Ireland or in the State of New York are authorised or required by law or executive order to be closed; Table of Contents Cap, shall have the meaning given to that term in Clause 3.1; Concert Parties, such persons as are deemed to be acting in concert with Medtronic pursuant to Rule 3.3 of Part A of the Takeover Rules; Confidentiality Agreement, the confidentiality agreement between Covidien and Medtronic dated as of April 23, 2014, as it may be amended from time to time; Court Meeting, the meeting or meetings of the Covidien Shareholders (and any adjournment thereof) convened by order of the High Court of Ireland pursuant to Section 201 of the Act to consider and, if thought fit, approve the Scheme (with or without amendment); Court Meeting Resolution, the resolution to be proposed at the Court Meeting for the purposes of approving and implementing the Scheme; Covidien, shall have the meaning given to that term in the Preamble; Covidien Alternative Proposal, any bona fide proposal or bona fide offer made by any person (other than a proposal or offer by Medtronic or any of its Associates or any person Acting in Concert with Medtronic pursuant to Rule 2.5 of the Takeover Rules) for (i) the acquisition of Covidien by scheme of arrangement, takeover offer or business combination transaction; (ii) the acquisition by any person of 20% or more of the assets of Covidien and its Subsidiaries, taken as a whole, measured by either book value or fair market value (including equity securities of Covidiens Subsidiaries); (iii) the acquisition by any person (or the stockholders of any person) of 20% or more of the outstanding Covidien Shares; or (iv) any merger, business combination, consolidation, share exchange, takeover, scheme of arrangement, recapitalisation or similar transaction involving Covidien as a result of which the holders of Covidien Shares immediately prior to such transaction do not, in the aggregate, own at least 80% of the outstanding voting power of the surviving or resulting entity in such transaction immediately after consummation thereof; Covidien Board, the board of directors of Covidien; Covidien Shareholders, the holders of Covidien Shares; Covidien Shares, the ordinary shares of US$0.20 each in the capital of Covidien; Covidien Superior Proposal, a written Covidien Alternative Proposal made by any person that the Covidien Board determines in good faith (after consultation with Covidiens financial advisor and outside legal counsel) is more favourable to the Covidien Shareholders than the transactions contemplated by the Transaction Agreement, taking into account such financial, regulatory, legal and other aspects of such proposal as the Covidien Board considers to be appropriate (it being understood that, for purposes of the definition of Covidien Superior Proposal, references to 20% and 80% in the definition of Covidien Alternative Proposal shall be deemed to refer to 50%); EGM Resolutions, the resolutions to be proposed at the EGM for the purposes of approving and implementing the Scheme, the reduction of capital of Covidien, changes to the articles of association of Covidien and such other matters as Covidien reasonably determines to be necessary or desirable for the purposes of implementing