Exchange Date Uses in Definitions Clause

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is dated as of June 20, 2017 by and among Gevo, Inc., a Delaware corporation (the Company), the investors set forth on the signature page hereto (the Holders), and each other party who hereafter executes and delivers a Joinder Agreement (each, a Joining Party, and together with the Holders, the Investor) in the form attached as Exhibit A hereto (a Joinder Agreement) agreeing to be bound by the terms hereof.

Definitions. The following definitions shall be applicable to the terms set forth below as used in this Agreement: Affiliate shall mean, with regard to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with, such Person, as such terms are used in and construed under Rule 405. Business Day shall mean any day other than Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by law to remain closed. Common Stock shall mean the Companys common stock, par value $0.01 per share. Conversion Shares shall mean any shares of Common Stock issued or issuable upon conversion of the Option Notes. Effective Date shall mean the date the Registration Statement has been declared effective by the SEC. Effectiveness Deadline shall mean the date that is one hundred and twenty (120) calendar days (if all of the Registrable Shares are to be registered on one Registration Statement on Form S-3) or one hundred and fifty (150) calendar days (if all of the Registrable Shares are to be registered on a Registration Statement on Form S-1) in each case after (i) the Option Closing Date, if the Option is exercised in full, or (ii) the expiration of the Option Exercise Period if the Option is partially exercised. Exchange Act shall mean the Securities Exchange Act of 1934, as amended. Exchange Date shall have the meaning set forth in the Purchase Agreement. Filing Deadline shall mean the date that is the earlier of thirty-five (35) calendar days (if all of the Registrable Securities are to be registered on one Registration Statement on Form S-3) or forty-five (45) calendar days (if all of the Registrable Securities are to be registered on a Registration Statement on Form S-1) in each case after (i) the Option Closing Date, if the Option is exercised in full and (ii) the expiration of the Option Exercise Period if the Option is partially exercised. Indenture shall mean that certain Indenture, by and among the Company, certain guarantors named therein and Wilmington Savings Fund Society, FSB, as trustee and collateral trustee, to be entered into pursuant to the terms of the Purchase Agreement and relating to the Notes. Option Closing Date shall have the meaning set forth in the Purchase Agreement. Option Exercise Period shall mean the period beginning on the Exchange Date and ending on the date that is ninety (90) days following the Exchange Date. Option Make-Whole Shares shall mean any shares of Common Stock paid to a Holder with respect to the Option Notes pursuant to Section 7.07 of the Indenture. Person shall mean any individual, firm, corporation, partnership, limited liability company, trust, joint venture, governmental authority or other entity, and shall include any successor (by merger or otherwise) of such entity. register, registered and registration shall refer to a registration effected by preparing and filing one or more Registration Statements (as defined below) in compliance with the Securities Act and pursuant to Rule 415 and the declaration or ordering of effectiveness of such Registration Statement by the SEC. Registrable Securities shall mean (i) any Conversion Shares, (ii) any Warrant Shares, (ii) any Option Make-Whole Shares and (iii) any shares of Common Stock issued or issuable with respect to the Conversion Shares by reason of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. A Person shall be deemed to be a holder of Registrable Securities when such Person has acquired such Registrable Securities (whether by conversion or otherwise). Each share of Registrable Securities shall continue to be Registrable Securities in the hands of each subsequent holder thereof subject to the limitations set forth in Section 3.9 hereof; provided, however, that each share of Registrable Securities shall cease to be Registrable Securities when (x) the Registration Statement covering all Registrable Securities has been declared effective under the Securities Act by the SEC and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, or (y) the entire amount of Registrable Securities held by a Person and its Affiliates may be sold without restriction pursuant to Rule 144 under the Securities Act (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable). Registration Statement shall mean a registration statement or registration statements of the Company filed under the Securities Act covering the Registrable Securities. Rule 144 means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such rule. Rule 172 shal

Definitions from First Supplemental Indenture

FIRST SUPPLEMENTAL INDENTURE (this First Supplemental Indenture), dated as of October 13, 2010, between Allied Irish Banks, public limited company, a public limited company incorporated in Ireland (the Company), having its registered office at Bankcentre, Ballsbridge, Dublin 4, Ireland, and The Bank of New York Mellon (formerly known as The Bank of New York), a New York banking corporation, as trustee (the Trustee).

Definitions. The terms defined in this Section 1.03 (except as herein otherwise expressly provided) for all purposes of this First Supplemental Indenture and for purposes of the Original Indenture as it relates to the Notes shall have the respective meanings specified in this Section 1.03. Except as otherwise provided in this First Supplemental Indenture, all words, terms and phrases defined in the Original Indenture (but not otherwise defined herein) shall have the same meaning herein as in the Original Indenture. The terms defined in this Section 1.03 include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine gender. The words herein, hereof and hereunder and other words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Article, Section, Exhibit or other subdivision. The following terms have the following meanings: Additional Amounts has the meaning set forth in Section 7.09. Agent Members has the meaning set forth in Section 2.07(g). Bank means The Bank of New York Mellon, as account bank under the Security Agreement. Beneficial Owner means, with respect to a Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry Interest as reflected on the books of DTC or on the books of a Person maintaining an account with DTC (directly as a DTC Participant or as an indirect participant, in each case in accordance with the rules of DTC). Book-Entry Interest means a beneficial interest in a Global Note, ownership and transfers of which shall be maintained and made through book entries by DTC as described in Section 2.07. Business Day means any day other than a Saturday or Sunday or any other day on which banking institutions and trust companies in New York City, New York, London, England or Dublin, Ireland, are permitted or required by any applicable law to close. Cancellation Notice has the meaning set forth in Section 3.03. Cash Collateral Amount means the amount of cash deposited in the Control Account by the Company together with any earnings thereon. Cash M&T Distribution Adjustment means, with respect to a Qualifying Distribution that includes cash, a return of a portion of the original issue price of each Note to the relevant Record Date Holders equal to the related portion of any cash to be paid by M&T in such Qualifying Distribution, without deduction for withholding or other Taxes, if any. close of business means 5:00 p.m. (New York City time). Closing Date means October 13, 2010. Closing Sale Price has the meaning set forth in Section 3.06. Collateral has the meaning given to it in the Security Agreement. Collateral Release Date means, with respect to a Qualifying Distribution, the Business Day immediately following a Delayed Payment Date, if any. Company means the party named as the Company in the first paragraph of this First Supplemental Indenture until a successor shall have become such pursuant to the applicable provisions of the Indenture, and thereafter, Company shall mean such successor. Control Account has the meaning given to it in the Security Agreement. Delayed Payment Date means, with respect to a Qualifying Distribution that includes cash, the thirtieth day after the payment date specified by M&T for such Qualifying Distribution in M&Ts declaration of such Qualifying Distribution. Dilution Event means an event that results in the outstanding shares of M&T Common Stock being subdivided or split into a larger number of shares of M&T Common Stock or the outstanding shares of M&T Common Stock being combined into a smaller number of shares of M&T Common Stock. Directive has the meaning set forth in Section 7.09. DTC means The Depository Trust Company, New York, New York, and any successor thereto. DTC Custodian means the Trustee or any other Person appointed by DTC to act as custodian of the Global Notes for DTC. DTC Participant means a broker, dealer, bank, other financial institution or other Person for whom from time to time DTC effects book entry transfers and pledges of securities deposited with DTC. Event of Default has the meaning set forth in Section 5.01. Exchange Condition means the receipt by the Company of approval from the Companys shareholders holding a majority of the Companys ordinary shares present and voting, in person or by proxy, for the disposition, in connection with the exchange of the Notes, of the 26,700,000 shares of M&T Common Stock held by the Company at an Extraordinary General Meeting held no later than November 8, 2010. Exchange Date means the third Business Day immediately following the date the Exchange Condition is satisfied. Exchange Date Holders (organization) values">Exchange Date Holders means the record Holders of the Notes as of the open of business on the Exchange Date. Exchange Notice has the meaning set forth in Section 3.03(a). Exchange Ratio has the meaning set forth in Section 3.02. Extraordinary General Meeting means an extraordinary general meeting of the Companys shareholders. First Supp

Definitions from First Supplemental Indenture

FIRST SUPPLEMENTAL INDENTURE (this First Supplemental Indenture), dated as of October 13, 2010, between Allied Irish Banks, public limited company, a public limited company incorporated in Ireland (the Company), having its registered office at Bankcentre, Ballsbridge, Dublin 4, Ireland, and The Bank of New York Mellon (formerly known as The Bank of New York), a New York banking corporation, as trustee (the Trustee).

Definitions. The terms defined in this Section 1.03 (except as herein otherwise expressly provided) for all purposes of this First Supplemental Indenture and for purposes of the Original Indenture as it relates to the Notes shall have the respective meanings specified in this Section 1.03. Except as otherwise provided in this First Supplemental Indenture, all words, terms and phrases defined in the Original Indenture (but not otherwise defined herein) shall have the same meaning herein as in the Original Indenture. The terms defined in this Section 1.03 include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine gender. The words herein, hereof and hereunder and other words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Article, Section, Exhibit or other subdivision. The following terms have the following meanings: Additional Amounts has the meaning set forth in Section 7.09. Agent Members has the meaning set forth in Section 2.07(g). Bank means The Bank of New York Mellon, as account bank under the Security Agreement. Beneficial Owner means, with respect to a Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry Interest as reflected on the books of DTC or on the books of a Person maintaining an account with DTC (directly as a DTC Participant or as an indirect participant, in each case in accordance with the rules of DTC). Book-Entry Interest means a beneficial interest in a Global Note, ownership and transfers of which shall be maintained and made through book entries by DTC as described in Section 2.07. Business Day means any day other than a Saturday or Sunday or any other day on which banking institutions and trust companies in New York City, New York, London, England or Dublin, Ireland, are permitted or required by any applicable law to close. Cancellation Notice has the meaning set forth in Section 3.03. Cash Collateral Amount means the amount of cash deposited in the Control Account by the Company together with any earnings thereon. Cash M&T Distribution Adjustment means, with respect to a Qualifying Distribution that includes cash, a return of a portion of the original issue price of each Note to the relevant Record Date Holders equal to the related portion of any cash to be paid by M&T in such Qualifying Distribution, without deduction for withholding or other Taxes, if any. close of business means 5:00 p.m. (New York City time). Closing Date means October 13, 2010. Closing Sale Price has the meaning set forth in Section 3.06. Collateral has the meaning given to it in the Security Agreement. Collateral Release Date means, with respect to a Qualifying Distribution, the Business Day immediately following a Delayed Payment Date, if any. Company means the party named as the Company in the first paragraph of this First Supplemental Indenture until a successor shall have become such pursuant to the applicable provisions of the Indenture, and thereafter, Company shall mean such successor. Control Account has the meaning given to it in the Security Agreement. Delayed Payment Date means, with respect to a Qualifying Distribution that includes cash, the thirtieth day after the payment date specified by M&T for such Qualifying Distribution in M&Ts declaration of such Qualifying Distribution. Dilution Event means an event that results in the outstanding shares of M&T Common Stock being subdivided or split into a larger number of shares of M&T Common Stock or the outstanding shares of M&T Common Stock being combined into a smaller number of shares of M&T Common Stock. Directive has the meaning set forth in Section 7.09. DTC means The Depository Trust Company, New York, New York, and any successor thereto. DTC Custodian means the Trustee or any other Person appointed by DTC to act as custodian of the Global Notes for DTC. DTC Participant means a broker, dealer, bank, other financial institution or other Person for whom from time to time DTC effects book entry transfers and pledges of securities deposited with DTC. Event of Default has the meaning set forth in Section 5.01. Exchange Condition means the receipt by the Company of approval from the Companys shareholders holding a majority of the Companys ordinary shares present and voting in person or by proxy, for the disposition, in connection with the exchange of the Notes, of the 26,700,000 shares of M&T Common Stock held by the Company at an Extraordinary General Meeting held no later than November 8, 2010. Exchange Date means the third Business Day immediately following the date the Exchange Condition is satisfied. Exchange Date Holders (organization) values">Exchange Date Holders means the record Holders of the Notes as of the open of business on the Exchange Date. Exchange Notice has the meaning set forth in Section 3.03(a). Exchange Ratio has the meaning set forth in Section 3.02. Extraordinary General Meeting means an extraordinary general meeting of the Companys shareholders. First Suppl

Definitions from Tax Receivable Agreement

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this "Agreement"), dated as of November , 2009, is hereby entered into by and among Cloud Peak Energy Inc., a Delaware corporation ("Buyer") and Rio Tinto Energy America, Inc., a Delaware corporation ("RTEA").

Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). "Accelerated RTEA Gain" is defined in Section 4.04(a)(4). "Accounting Firm" means a nationally recognized, independent accounting firm, selected by RTEA, with experience in natural resource taxation matters. "Actual/Modified Payment Difference" means, with respect to a Taxable Year, (i) the payments RTEA actually received under this Agreement with respect to such Taxable Year pursuant to Section 3.01(a) (excluding any Interest Amounts received, and any interest received pursuant to Section 5.01); minus (ii) the payments that Buyer actually received under this Agreement with respect to such Taxable Year pursuant to Section 3.01(a) (excluding any Interest Amounts received, and any interest received pursuant to Section 5.01); minus (iii) the net payment that the Projected Tax Benefit Schedule predicted that Buyer would have made to RTEA for such Taxable Year (without regard to the Assumed Administrative Cost for such Taxable Year). For the avoidance of doubt, the Actual/Modified Payment Difference may be a negative number. "Actual Buyer Tax Liability" for any Taxable Year means the total liability for Taxes of Buyer, as indicated on the Tax Returns filed by Buyer (including any consolidated return in which Buyer joins) for such Taxable Year, taking into account any Determinations and adjusted to reflect U.S. federal income tax rates that are one percent higher than the actual U.S. federal income tax rates to which Buyer is subject for such Taxable Year. Notwithstanding the foregoing, the Actual Buyer Tax Liability for any Taxable Year shall also include any corollary adjustments to reflect any tax items for such Taxable Year that Buyer would have incurred as a result of any transactions deemed to occur by virtue of Section 4.04(a) or Section 4.04(b). "Adjustable Asset" means the RTEA Units and any asset other than cash owned by CPE LLC, either directly or indirectly through one or more Partnerships or entities that are disregarded for U.S. federal income tax purposes. "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person. "Agreed Rate" means LIBOR plus 100 basis points. "Agreement" is defined in the Recitals of this Agreement. "Alternative Tax Benefit Payment" means, with respect to a Taxable Year and a particular Adjustable Asset that has been transferred in a Non-Exempted Transfer that was not currently fully taxable, the Tax Benefit Payment that would be due in that Taxable Year if, starting in the Taxable Year in which such transfer took place, such Adjustable Asset had produced the tax items it would have produced had such transfer not occurred instead of the tax items that it actually produced. "Amended Schedule" is defined in Section 2.05(b). "Assumed Administrative Cost" means the average cost incurred by RTEA pursuant to Section 2.06, calculated with respect to the most recent three Taxable Years preceding an Early Termination Notice Date for which a Tax Benefit Schedule has become final pursuant to Section 2.05(a). If an Early Termination Notice Date occurs prior to the finalization of Tax Benefit Schedules pursuant to Section 2.05(a) with respect to three Taxable Years, then the Assumed Administrative Cost shall be [$25,500]. "Average Maximum RTEA Tax Rate" means, as of any given date, the arithmetic mean of the various Maximum RTEA Tax Rates to which RTEA has been subject during the course of this Agreement through such date, weighted by the amount of Accelerated RTEA Gain that RTEA has recognized while subject to each such Maximum RTEA Tax Rate. "Basis Adjustment" means the adjustment to the tax basis of an Adjustable Asset under any provision of the Code, including Section 732 of the Code (in situations where, as a result of one or more Exchanges, CPE LLC becomes an entity that is disregarded as separate from its owner for tax purposes), Section 1012 of the Code, or Sections 743(b) and 754 of the Code (in situations where, following an Exchange, CPE LLC remains in existence as an entity for tax purposes) as a result, in each case, of an Exchange, the Distribution, and/or payments made pursuant to this Agreement. For the avoidance of doubt, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent that such payments are treated as Imputed Interest. Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment resulting from an Exchange of one or more RTEA Units shall be determined without regard to any Pre-Exchange Transfer of such RTEA Units and as if any such Pre-Exchange Transfer had not occurred. "Business Day" means Monday through Friday of each week, except that a legal

Definitions from Tax Receivable Agreement

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this "Agreement"), dated as of , 2009, is hereby entered into by and among Cloud Peak Energy Inc., a Delaware corporation ("Buyer") and Rio Tinto Energy America, Inc., a Delaware corporation ("RTEA").

Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). "Accelerated RTEA Gain" is defined in Section 4.04(a)(4). "Accounting Firm" means a nationally recognized, independent accounting firm, selected by RTEA, with experience in natural resource taxation matters. "Actual/Modified Payment Difference" means, with respect to a Taxable Year, (i) the payments RTEA actually received under this Agreement with respect to such Taxable Year pursuant to Section 3.01(a) (excluding any Interest Amounts received, and any interest received pursuant to Section 5.01); minus (ii) the payments that Buyer actually received under this Agreement with respect to such Taxable Year pursuant to Section 3.01(a) (excluding any Interest Amounts received, and any interest received pursuant to Section 5.01); minus (iii) the net payment that the Projected Tax Benefit Schedule predicted that Buyer would have made to RTEA for such Taxable Year (without regard to the Assumed Administrative Cost for such Taxable year). For the avoidance of doubt, the Actual/Modified Payment Difference may be a negative number. "Actual Buyer Tax Liability" for any Taxable Year means the total liability for Taxes of Buyer, as indicated on the Tax Returns filed by Buyer (including any consolidated return in which Buyer joins) for such Taxable Year, taking into account any Determinations and adjusted to reflect U.S. federal income tax rates that are one percent higher than the actual U.S. federal income tax rates to which Buyer is subject for such Taxable Year. Notwithstanding the foregoing, the Actual Buyer Tax Liability for any Taxable Year shall also include any corollary adjustments to reflect any tax items for such Taxable Year that Buyer would have incurred as a result of any transactions deemed to occur by virtue of Section 4.04(a) or Section 4.04(b). "Adjustable Asset" means the RTEA Units and any asset other than cash owned by CPE LLC, either directly or indirectly through one or more Partnerships or entities that are disregarded for U.S. federal income tax purposes. "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person. "Agreed Rate" means LIBOR plus 100 basis points. "Agreement" is defined in the Recitals of this Agreement. "Alternative Tax Benefit Payment" means, with respect to a Taxable Year and a particular Adjustable Asset that has been transferred in a Non-Exempted Transfer that was not currently fully taxable, the Tax Benefit Payment that would be due in that Taxable Year if, starting in the Taxable Year in which such transfer took place, such Adjustable Asset had produced the tax items it would have produced had such transfer not occurred instead of the tax items that it actually produced. "Amended Schedule" is defined in Section 2.05(b). "Assumed Administrative Cost" means the average cost incurred by RTEA pursuant to Section 2.06, calculated with respect to the most recent three Taxable Years preceding an Early Termination Notice Date for which a Tax Benefit Schedule has become final pursuant to Section 2.05(a). If an Early Termination Notice Date occurs prior to the finalization of Tax Benefit Schedules pursuant to Section 2.05(a) with respect to three Taxable Years, then the Assumed Administrative Cost shall be $ . "Average Maximum RTEA Tax Rate" means, as of any given date, the arithmetic mean of the various Maximum RTEA Tax Rates to which RTEA has been subject during the course of this Agreement through such date, weighted by the amount of Accelerated RTEA Gain that RTEA has recognized while subject to each such Maximum RTEA Tax Rate. "Basis Adjustment" means the adjustment to the tax basis of an Adjustable Asset under any provision of the Code, including Section 732 of the Code (in situations where, as a result of one or more Exchanges, CPE LLC becomes an entity that is disregarded as separate from its owner for tax purposes), Section 1012 of the Code, or Sections 743(b) and 754 of the Code (in situations where, following an Exchange, CPE LLC remains in existence as an entity for tax purposes) as a result, in each case, of an Exchange, the Distribution and/or payments made pursuant to this Agreement. For the avoidance of doubt, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent that such payments are treated as Imputed Interest. Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment resulting from an Exchange of one or more RTEA Units shall be determined without regard to any Pre-Exchange Transfer of such RTEA Units and as if any such Pre-Exchange Transfer had not occurred. "Business Day" means Monday through Friday of each week, except that a legal holiday