Financial Industry Regulatory Authority Uses in Certain Definitions Clause

Certain Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT is made as of [__], 2017, by and among REV Group, Inc., a Delaware corporation (the Company), the Persons listed on Schedule A hereto under the heading AIP (each, an AIP Person and, collectively, AIP), the Persons listed on Schedule A hereto under the heading JPM (each, a JPM Person and, collectively, JPM), the Persons listed on Schedule A hereto under the heading Management (Management) [and Ally Commercial Finance, LLC (Ally)].

Certain Definitions. As used herein, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning set forth in Section 2.2(c). Affiliate means (a) with respect to any AIP Person or JPM Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, and includes any private equity investment fund the which is the primary investment advisor (or an Affiliate thereof) to such specified Person and (b) with respect to any other Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. It is understood and agreed that, for purposes hereof, (i) each AIP Person shall be deemed to be an Affiliate of every other AIP Person, (ii) each JPM Person shall be deemed to be an Affiliate of every other JPM Person, (iii) neither the Company nor any subsidiary of the Company shall be deemed to be an Affiliate of any Holder, and (iv) except as set forth in clauses (i) or (ii) above, no Holder shall be deemed to be an Affiliate of any other Holder. Agreement means this Registration Rights Agreement, as this agreement may be amended, modified, supplemented or restated from time to time after the date hereof. AIP has the meaning set forth in the preamble. AIP Person has the meaning set forth in the preamble and any subsequent Holder who is Assigned all, but not less than all, of such AIP Persons Registrable Securities in a single transaction in accordance with Section 4.5. [Ally has the meaning set forth in the preamble.] Assign means to directly or indirectly sell, transfer, assign, distribute, exchange, pledge, hypothecate, mortgage, grant a security interest in, encumber or otherwise dispose of Registrable Securities, whether voluntarily or by operation of law, including by way of a merger. Assignor, Assignee, Assigning and Assignment have meanings corresponding to the foregoing. automatic shelf registration statement has the meaning set forth in Section 2.4. Board means the Board of Directors of the Company. Business Day means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. Carryover Amount for any Holder means, with respect to any registered offering in which such Holder elected not to participate after receipt of a notice under Section 2.2(a), a number of Registrable Securities equal to the number of Registrable Securities then held by such Holder, multiplied by a fraction (expressed as a percentage), the numerator of which is equal to the number of Registrable Securities sold by the Holder that sold the most Registrable Securities in such offering and the denominator of which is the number of Registrable Securities held by such Holder immediately prior to such offering. Claims has the meaning set forth in Section 2.9(a). Company Shares means common stock of the Company, par value $0.001 per share, and any and all securities of any kind whatsoever of the Company that may be issued by the Company after the date hereof in respect of, in exchange for, or in substitution of, Company Shares, pursuant to any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof. Company Shares Equivalents means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject) Company Shares or other equity securities of the Company (including, without limitation, any note or debt security convertible into or exchangeable for Company Shares or other equity securities of the Company). Company means REV Group, Inc. and any successor thereto. Demand Exercise Notice has the meaning set forth in Section 2.1(a). Demand Registration has the meaning set forth in Section 2.1(a). Demand Registration Request has the meaning set forth in Section 2.1(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Expenses means any and all fees and expenses incident to the Companys performance of or compliance with Article 2, including, without limitation: (i) SEC, stock exchange or FINRA registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the New York Stock Exchange or on any other securities market on which the Company Shares are listed or quoted, (ii) fees and expenses of compliance with state securities or blue sky laws and in connection with the preparation of a blue sky survey, including, without limitation, reasonable fees and expenses of outside blue sky counsel, (iii) printing and copying expenses, (iv) messenger and delivery expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel for

Certain Definitions from Amended and Restated Registration Rights Agreement

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of October 4, 2016, by and among Colony Starwood Homes (formerly known as Starwood Waypoint Residential Trust), a Maryland real estate investment trust (Oakland), Oakland Capital (as defined below), the Colony Entities (as defined below) and the Colony Holding Funds (as defined below). Certain capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.

Certain Definitions. In this Agreement, the following terms have the following respective meanings: Affiliate of any Person means any other Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition, control when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Board means the Board of Trustees of Oakland. Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York are authorized or obligated by applicable law, regulation or executive order to close. Colony Allocation has the meaning ascribed to it in Section 2(c). Colony Entities means CFI CSFR Investor, LLC, a Delaware limited liability company, Colony Distressed Credit Fund II, L.P., a Delaware limited partnership, Series X Holdco, LLC, a Delaware limited liability company, and Manager Holdco, LLC, a Delaware limited liability company. Colony Holders means the Colony Entities, Colony AH Member, LLC, CCCAH Management Partners, LLC, ColCo Strategic Partners, L.P., Colony Capital CAH, L.P. and their permitted transferees, provided such transfer is in accordance with Section 10. Colony Holding Funds means Colony American Homes Holdings I, L.P., a Delaware limited partnership, Colony American Homes Holdings II, L.P., a Cayman Islands exempted limited partnership, Colony American Homes Holdings III, L.P., a Delaware limited partnership, and Colony American Homes Holdings IV, L.P., a Cayman Islands exempted limited partnership. Commission means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. Common Stock means common shares of Oakland, par value $0.01 per share. Company Notice has the meaning ascribed to it in Section 2(b). Contribution Agreement means the Contribution Agreement dated as of September 21, 2015 among Oakland and the other parties thereto. Demand Registration has the meaning ascribed to it in Section 2(a). End of Suspension Notice has the meaning ascribed to it in Section 4(c). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the relevant time. FINRA means the Financial Industry Regulatory Authority. Holder means (i) the Colony Holders, (ii) the Oakland Capital Holders and (ii) each Person holding Registrable Shares as a result of a transfer, distribution or assignment to that Person of Registrable Shares (other than pursuant to an effective Resale Registration Statement or Rule 144), provided, if applicable, such transfer, distribution or assignment is made in accordance with Section 10 of this Agreement. Indemnified Party has the meaning ascribed to it in Section 8(c). Indemnifying Party has the meaning ascribed to it in Section 8(c). Initial Agreement has the meaning ascribed to it in the recitals hereof. Majority Selling Holders means (i) Oakland Capital Holders holding at least a majority of the Registrable Shares proposed to be included by Oakland Capital Holders in an underwritten sale, if any of their Registrable Shares are proposed to be included in an underwritten sale of Registrable Shares, and (ii) Colony Holders holding at least a majority of the Registrable Shares proposed to be included by Colony Capital Holders in an underwritten sale, if any of their Registrable Shares are proposed to be included in an underwritten sale of Registrable Shares. Maximum Number of Shares has the meaning ascribed to it in Section 2(c). Merger Agreement means the Agreement and Plan of Merger dated as of September 21, 2015 among Oakland and the other parties thereto. NYSE means the New York Stock Exchange. Oakland Capital means Starwood Capital Group Global, L.P., a Delaware limited partnership. Oakland Capital Allocation has the meaning ascribed to it in Section 2(c). Oakland Capital Holders means Oakland Capital and its permitted transferees. Oakland OP means Colony Starwood Homes Partnership, L.P., a Delaware limited partnership. OP Partnership Agreement means the Second Amended and Restated Limited Partnership Agreement of Oakland, dated January 5, 2016, by and between Oakland, Oakland Capital and Colony Starwood Homes GP, Inc., as amended from time to time. OP Units means common units of limited partnership interest issued by Oakland OP that are redeemable for cash or, at the option of Oakland, subject to purchase by Oakland for cash or Common Shares. Person means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other

Certain Definitions from Amended and Restated Registration Rights Agreement

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT ("Agreement") dated as of May 12, 2016, between AMERI Holdings, Inc., a Delaware corporation (the "Company"), and Lone Star Value Investors, LP (the "Purchaser").

Certain Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Purchase Agreement, the Note, or the Warrants. As used in this Agreement, the following terms shall have the following respective meanings: "Closing" and "Closing Date" shall have the meanings ascribed to such terms in the Purchase Agreement. "Commission" or "SEC" shall mean the U.S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. "Holder" and "Holders" shall include the Purchaser and any permitted transferee or transferees of Registrable Securities (as defined below), the Note and/or Warrants which have not been sold to the public to whom the registration rights conferred by this Agreement have been transferred in compliance with this Agreement and the Purchase Agreement; provided that neither such person nor any affiliate of such person is registered as a broker or dealer under Section 15(a) of the Securities Exchange Act of 1934, as amended, or a member of the Financial Industry Regulatory Authority. The terms "register," "registered" and "registration" shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of the effectiveness of such registration statement. Registrable Securities" shall mean: (i) the Conversion Shares and Warrant Shares or other securities issued or issuable to each Holder or its permitted transferee or designee (a) upon the conversion of the Note or the exercise of the Warrants, or (b) upon any distribution with respect to, any exchange for or any replacement of such Note or Warrants, or (c) upon any conversion, exercise or exchange of any securities issued in connection with any such distribution, exchange or replacement; (ii) securities issued or issuable upon any stock split, stock dividend, recapitalization or similar event with respect to the foregoing; and (iii) any other security issued as a dividend or other distribution with respect to, in exchange, for or in replacement of the securities referred to in the preceding clauses; provided that all such shares shall cease to be Registrable Securities at such time as they have been sold under a Registration Statement or pursuant to Rule 144 under the Securities Act or otherwise or at such time as they are eligible to be sold without the need for current public information or other restriction by the Purchaser pursuant to Rule 144. "Registration Expenses" shall mean all expenses to be incurred by the Company in connection with each Holder's registration rights under this Agreement, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company). "Registration Statement" shall have the meaning set forth in Section 2(a) herein. "Regulation D" shall mean Regulation D as promulgated pursuant to the Securities Act, and as subsequently amended. "Securities Act" shall mean the Securities Act of 1933, as amended. "Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities and all fees and disbursements of counsel for Holders not included within "Registration Expenses."

Certain Definitions from Agreement and Plan of Merger

This Agreement and Plan of Merger (this Agreement) is entered into as of December 21, 2015, by and among Next Group Holdings, Inc., a Florida corporation (the NGH); Pleasant Kids, Inc., a Florida corporation (PLKD); and NGH Acquisition Corp., a Florida corporation and a wholly-owned subsidiary of PLKD (Merger Sub).

Certain Definitions. Affiliate has the meaning as defined in Rule 12b-2 promulgated under the Exchange Act, as such regulation is in effect on the date hereof. Articles of Merger means the articles of merger to be filed in the State of Florida in substantially the form attached hereto as Exhibit A. Basket has the meaning set forth in Section 8.11. Board of Directors means the board of directors of the entity specified. Breach means any breach of, or any inaccuracy in, any representation or warranty or any breach of, or failure to perform or comply with, any covenant or obligation, in or of this Agreement or any other contract, or any event which with the passing of time or the giving of notice, or both, would constitute such a breach, inaccuracy or failure. Closing has the meaning set forth in Section 2.2(d). Closing Date has the meaning set forth in Section 2.2(d). Code has the meaning set forth in the Recitals of this Agreement. NGH Common Stock means the common stock, par value $0.001, of the NGH, representing all authorized capital stock of the NGH prior to the Merger. NGH Financial Statements has the meaning set forth in Section 3.7. NGH Indemnified Persons has the meaning set forth in Section 8.2. NGH Interim Financial Statements has the meaning set forth in Section 7.6. NGH Key Employee has the meaning set forth in the Recitals to this Agreement. NGH Latest Balance Sheet has the meaning set forth in Section 3.7(a). NGH Personnel has the meaning set forth in Section 3.15(j). NGH Products means (a) the products that the NGH (i) currently manufactures, markets, sells or licenses or (ii) currently is testing or has proposed for future manufacture, market, sale or license, and (b) the services that the NGH currently provides or currently proposes to provide. NGH Representatives has the meaning set forth in Section 7.2(a). NGH Subsidiary means each Subsidiary of the NGH. Compensatory Plan means (i) any employment, consulting, severance, termination, pension, retirement, supplemental retirement, excess benefit, profit sharing, bonus, incentive, deferred compensation, retention, change in control and similar plan, program, arrangement, agreement, policy or commitment, (ii) any compensatory equity interest, stock option, restricted stock, deferred stock, performance stock, stock appreciation, stock unit or other equity or equity-based plan, program, arrangement, agreement, policy or commitment, (iii) any savings, life, health, disability, accident, medical, dental, vision, cafeteria, insurance, flex spending, adoption/dependent/employee assistance, tuition, vacation, paid-time-off, other welfare fringe benefit and other employee compensation plan, program, arrangement, agreement, policy or commitment, including any employee benefit plan as defined in Section 3(3) of ERISA and any trust, escrow, funding, insurance or other agreement related to any of the foregoing, in any case, to, under or with respect to which, PLKD and/or Merger Sub has any actual or contingent obligation or liability. Contracts means any of the agreements, arrangements, commitments, understandings, contracts, leases (whether for real or personal property), powers of attorney, bonds, mortgages, indentures, deeds of trust, loans, evidences of indebtedness, letters of credit, undertakings, covenants not to compete, licenses, instruments, obligations and other commitments to which a Person is a party or to which any of the assets of such Person or its Subsidiaries are subject, whether oral or written, express or implied. Disclosure Schedules means the disclosure schedules to this Agreement. Damages means any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever). Due Diligence Review Period means the period until 12:00PM Eastern standard time on December 20, 2015 during which each party shall complete its initial due diligence review of the respective Transaction Documents. Dissenting Shares has the meaning set forth in Section 2.6. Effective Date has the meaning set forth in Section 2.2(d). Effective Time has the meaning set forth in Section 2.2(d). ERISA means the Employee Retirement Income Security Act of 1974, as amended, or any successor law and the rules and regulations promulgated thereunder. Escrow Period has the meaning set forth in Section 8.6(a). Evaluation Material has the meaning set forth in Section 7.2(a). Exchange Act means the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder. Final Decision has the meaning set forth in Section 8.8(c)(ii). FINRA means the Financial Industry Regulatory Authority, the successor to the National Association of Securities Dealers, Inc. (NASD) and the member regulation, enforcement and arbitration operations of the New York Stock Exchange. Florida Statutes has the meaning set forth i

Certain Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of September 21, 2015, by and among Starwood Waypoint Residential Trust, a Maryland real estate investment trust (Oakland), for the benefit of the Holders (as defined below). Certain capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.

Certain Definitions. In this Agreement, the following terms have the following respective meanings: Affiliate of any Person means any other Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition, control when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Articles means the Articles of Amendment and Restatement of Oakland, as amended from time to time. Board means the Board of Trustees of Oakland. Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York are authorized or obligated by applicable law, regulation or executive order to close. Closing Date has the meaning ascribed to it in the Merger Agreement. Commission means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. Common Stock has the meaning ascribed to it in the recitals hereof. Company Notice has the meaning ascribed to it in Section 2(b). Contribution Agreement has the meaning ascribed to it in the recitals hereof. Demand Registration has the meaning ascribed to it in Section 2(a). End of Suspension Notice has the meaning ascribed to it in Section 4(c). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the relevant time. FINRA means the Financial Industry Regulatory Authority. Holder means a Holder of Registrable Shares, including (i) each Person listed on Schedule I, as may be amended from time to time to reflect transferees permitted by Section 10, and (ii) each Person holding Registrable Shares as a result of a transfer, distribution or assignment to that Person of Registrable Shares (other than pursuant to an effective Resale Registration Statement or Rule 144), provided, if applicable, such transfer, distribution or assignment is made in accordance with Section 10 of this Agreement and (x) Section 4.07 of the Contribution Agreement or (y) Section 7.12 of the Merger Agreement, as applicable. Indemnified Party has the meaning ascribed to it in Section 8(c). Indemnifying Party has the meaning ascribed to it in Section 8(c). Majority Selling Holders means (i) a majority of the Oakland Capital Holders, if any of their Registrable Shares are proposed to be included in an underwritten sale of Registrable Shares, and (ii) a majority of the other Holders whose Registrable Shares are proposed to be included in such underwritten sale of Registrable Securities. Maximum Number of Shares has the meaning ascribed to it in Section 2(c). Merger Agreement has the meaning ascribed to it in the recitals hereof. Non-Oakland Capital Allocation has the meaning ascribed to it in Section 2(c). NYSE means the New York Stock Exchange. Oakland Capital has the meaning ascribed to it in the recitals. Oakland Capital Allocation has the meaning ascribed to it in Section 2(c). Oakland Capital Holders means Oakland Capital and its permitted transferees. Oakland Manager has the meaning ascribed to it in the recitals. Oakland OP has the meaning ascribed to it in the recitals. OP Partnership Agreement means the Amended and Restated Limited Partnership Agreement of [Oakland] Residential Partnership, L.P. dated as of January 16, 2014, as amended, between [Oakland] Residential GP, Inc., as general partner, and Oakland and Oakland Capital, as limited partners, as amended from time to time. OP Units has the meaning ascribed to it in the recitals. Person means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity. Piggyback Registration has the meaning ascribed to it in Section 3(a). Prospectus means the prospectus included in any Resale Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Resale Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement or any issuer free writing prospectus (as defined in Rule 433 under the Securities Act), with respect to the offering of any portion of the Registrable Shares covered by such Resale 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. Registrable Shares means, with respect to any Holder, (i) the shares of Common Stock that are issued pursuant to t

Certain Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of September 21, 2015, by and among Starwood Waypoint Residential Trust, a Maryland real estate investment trust (Oakland), for the benefit of the Holders (as defined below). Certain capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.

Certain Definitions. In this Agreement, the following terms have the following respective meanings: Affiliate of any Person means any other Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition, control when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Articles means the Articles of Amendment and Restatement of Oakland, as amended from time to time. Board means the Board of Trustees of Oakland. Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York are authorized or obligated by applicable law, regulation or executive order to close. Closing Date has the meaning ascribed to it in the Merger Agreement. Commission means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. Common Stock has the meaning ascribed to it in the recitals hereof. Company Notice has the meaning ascribed to it in Section 2(b). Contribution Agreement has the meaning ascribed to it in the recitals hereof. Demand Registration has the meaning ascribed to it in Section 2(a). End of Suspension Notice has the meaning ascribed to it in Section 4(c). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the relevant time. FINRA means the Financial Industry Regulatory Authority. Holder means a Holder of Registrable Shares, including (i) each Person listed on Schedule I, as may be amended from time to time to reflect transferees permitted by Section 10, and (ii) each Person holding Registrable Shares as a result of a transfer, distribution or assignment to that Person of Registrable Shares (other than pursuant to an effective Resale Registration Statement or Rule 144), provided, if applicable, such transfer, distribution or assignment is made in accordance with Section 10 of this Agreement and (x) Section 4.07 of the Contribution Agreement or (y) Section 7.12 of the Merger Agreement, as applicable. Indemnified Party has the meaning ascribed to it in Section 8(c). Indemnifying Party has the meaning ascribed to it in Section 8(c). Majority Selling Holders means (i) a majority of the Oakland Capital Holders, if any of their Registrable Shares are proposed to be included in an underwritten sale of Registrable Shares, and (ii) a majority of the other Holders whose Registrable Shares are proposed to be included in such underwritten sale of Registrable Securities. Maximum Number of Shares has the meaning ascribed to it in Section 2(c). Merger Agreement has the meaning ascribed to it in the recitals hereof. Non-Oakland Capital Allocation has the meaning ascribed to it in Section 2(c). NYSE means the New York Stock Exchange. Oakland Capital has the meaning ascribed to it in the recitals. Oakland Capital Allocation has the meaning ascribed to it in Section 2(c). Oakland Capital Holders means Oakland Capital and its permitted transferees. Oakland Manager has the meaning ascribed to it in the recitals. Oakland OP has the meaning ascribed to it in the recitals. OP Partnership Agreement means the Amended and Restated Limited Partnership Agreement of [Oakland] Residential Partnership, L.P. dated as of January 16, 2014, as amended, between [Oakland] Residential GP, Inc., as general partner, and Oakland and Oakland Capital, as limited partners, as amended from time to time. OP Units has the meaning ascribed to it in the recitals. Person means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity. Piggyback Registration has the meaning ascribed to it in Section 3(a). Prospectus means the prospectus included in any Resale Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Resale Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement or any issuer free writing prospectus (as defined in Rule 433 under the Securities Act), with respect to the offering of any portion of the Registrable Shares covered by such Resale 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. Registrable Shares means, with respect to any Holder, (i) the shares of Common Stock that are issued pursuant to t

Certain Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of September 21, 2015, by and among Starwood Waypoint Residential Trust, a Maryland real estate investment trust (Oakland), for the benefit of the Holders (as defined below). Certain capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.

Certain Definitions. In this Agreement, the following terms have the following respective meanings: Affiliate of any Person means any other Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition, control when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Articles means the Articles of Amendment and Restatement of Oakland, as amended from time to time. Board means the Board of Trustees of Oakland. Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York are authorized or obligated by applicable law, regulation or executive order to close. Closing Date has the meaning ascribed to it in the Merger Agreement. Commission means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. Common Stock has the meaning ascribed to it in the recitals hereof. Company Notice has the meaning ascribed to it in Section 2(b). Contribution Agreement has the meaning ascribed to it in the recitals hereof. Demand Registration has the meaning ascribed to it in Section 2(a). End of Suspension Notice has the meaning ascribed to it in Section 4(c). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the relevant time. FINRA means the Financial Industry Regulatory Authority. Holder means a Holder of Registrable Shares, including (i) each Person listed on Schedule I, as may be amended from time to time to reflect transferees permitted by Section 10, and (ii) each Person holding Registrable Shares as a result of a transfer, distribution or assignment to that Person of Registrable Shares (other than pursuant to an effective Resale Registration Statement or Rule 144), provided, if applicable, such transfer, distribution or assignment is made in accordance with Section 10 of this Agreement and (x) Section 4.07 of the Contribution Agreement or (y) Section 7.12 of the Merger Agreement, as applicable. Indemnified Party has the meaning ascribed to it in Section 8(c). Indemnifying Party has the meaning ascribed to it in Section 8(c). Majority Selling Holders means (i) a majority of the Oakland Capital Holders, if any of their Registrable Shares are proposed to be included in an underwritten sale of Registrable Shares, and (ii) a majority of the other Holders whose Registrable Shares are proposed to be included in such underwritten sale of Registrable Securities. Maximum Number of Shares has the meaning ascribed to it in Section 2(c). Merger Agreement has the meaning ascribed to it in the recitals hereof. Non-Oakland Capital Allocation has the meaning ascribed to it in Section 2(c). NYSE means the New York Stock Exchange. Oakland Capital has the meaning ascribed to it in the recitals. Oakland Capital Allocation has the meaning ascribed to it in Section 2(c). Oakland Capital Holders means Oakland Capital and its permitted transferees. Oakland Manager has the meaning ascribed to it in the recitals. Oakland OP has the meaning ascribed to it in the recitals. OP Partnership Agreement means the Amended and Restated Limited Partnership Agreement of [Oakland] Residential Partnership, L.P. dated as of January 16, 2014, as amended, between [Oakland] Residential GP, Inc., as general partner, and Oakland and Oakland Capital, as limited partners, as amended from time to time. OP Units has the meaning ascribed to it in the recitals. Person means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity. Piggyback Registration has the meaning ascribed to it in Section 3(a). Prospectus means the prospectus included in any Resale Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Resale Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement or any issuer free writing prospectus (as defined in Rule 433 under the Securities Act), with respect to the offering of any portion of the Registrable Shares covered by such Resale 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. Registrable Shares means, with respect to any Holder, (i) the shares of Common Stock that are issued pursuant to t

Certain Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of September 21, 2015, by and among Starwood Waypoint Residential Trust, a Maryland real estate investment trust (Oakland), for the benefit of the Holders (as defined below). Certain capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.

Certain Definitions. In this Agreement, the following terms have the following respective meanings: Affiliate of any Person means any other Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition, control when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Articles means the Articles of Amendment and Restatement of Oakland, as amended from time to time. Board means the Board of Trustees of Oakland. Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York are authorized or obligated by applicable law, regulation or executive order to close. Closing Date has the meaning ascribed to it in the Merger Agreement. Commission means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. Common Stock has the meaning ascribed to it in the recitals hereof. Company Notice has the meaning ascribed to it in Section 2(b). Contribution Agreement has the meaning ascribed to it in the recitals hereof. Demand Registration has the meaning ascribed to it in Section 2(a). End of Suspension Notice has the meaning ascribed to it in Section 4(c). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the relevant time. FINRA means the Financial Industry Regulatory Authority. Holder means a Holder of Registrable Shares, including (i) each Person listed on Schedule I, as may be amended from time to time to reflect transferees permitted by Section 10, and (ii) each Person holding Registrable Shares as a result of a transfer, distribution or assignment to that Person of Registrable Shares (other than pursuant to an effective Resale Registration Statement or Rule 144), provided, if applicable, such transfer, distribution or assignment is made in accordance with Section 10 of this Agreement and (x) Section 4.07 of the Contribution Agreement or (y) Section 7.12 of the Merger Agreement, as applicable. Indemnified Party has the meaning ascribed to it in Section 8(c). Indemnifying Party has the meaning ascribed to it in Section 8(c). Majority Selling Holders means (i) a majority of the Oakland Capital Holders, if any of their Registrable Shares are proposed to be included in an underwritten sale of Registrable Shares, and (ii) a majority of the other Holders whose Registrable Shares are proposed to be included in such underwritten sale of Registrable Securities. Maximum Number of Shares has the meaning ascribed to it in Section 2(c). Merger Agreement has the meaning ascribed to it in the recitals hereof. Non-Oakland Capital Allocation has the meaning ascribed to it in Section 2(c). NYSE means the New York Stock Exchange. Oakland Capital has the meaning ascribed to it in the recitals. Oakland Capital Allocation has the meaning ascribed to it in Section 2(c). Oakland Capital Holders means Oakland Capital and its permitted transferees. Oakland Manager has the meaning ascribed to it in the recitals. Oakland OP has the meaning ascribed to it in the recitals. OP Partnership Agreement means the Amended and Restated Limited Partnership Agreement of [Oakland] Residential Partnership, L.P. dated as of January 16, 2014, as amended, between [Oakland] Residential GP, Inc., as general partner, and Oakland and Oakland Capital, as limited partners, as amended from time to time. OP Units has the meaning ascribed to it in the recitals. Person means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity. Piggyback Registration has the meaning ascribed to it in Section 3(a). Prospectus means the prospectus included in any Resale Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Resale Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement or any issuer free writing prospectus (as defined in Rule 433 under the Securities Act), with respect to the offering of any portion of the Registrable Shares covered by such Resale 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. Registrable Shares means, with respect to any Holder, (i) the shares of Common Stock that are issued pursuant to t

Certain Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of September 21, 2015, by and among Starwood Waypoint Residential Trust, a Maryland real estate investment trust (Oakland), for the benefit of the Holders (as defined below). Certain capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.

Certain Definitions. In this Agreement, the following terms have the following respective meanings: Affiliate of any Person means any other Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition, control when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Articles means the Articles of Amendment and Restatement of Oakland, as amended from time to time. Board means the Board of Trustees of Oakland. Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York are authorized or obligated by applicable law, regulation or executive order to close. Closing Date has the meaning ascribed to it in the Merger Agreement. Commission means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. Common Stock has the meaning ascribed to it in the recitals hereof. Company Notice has the meaning ascribed to it in Section 2(b). Contribution Agreement has the meaning ascribed to it in the recitals hereof. Demand Registration has the meaning ascribed to it in Section 2(a). End of Suspension Notice has the meaning ascribed to it in Section 4(c). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the relevant time. FINRA means the Financial Industry Regulatory Authority. Holder means a Holder of Registrable Shares, including (i) each Person listed on Schedule I, as may be amended from time to time to reflect transferees permitted by Section 10, and (ii) each Person holding Registrable Shares as a result of a transfer, distribution or assignment to that Person of Registrable Shares (other than pursuant to an effective Resale Registration Statement or Rule 144), provided, if applicable, such transfer, distribution or assignment is made in accordance with Section 10 of this Agreement and (x) Section 4.07 of the Contribution Agreement or (y) Section 7.12 of the Merger Agreement, as applicable. Indemnified Party has the meaning ascribed to it in Section 8(c). Indemnifying Party has the meaning ascribed to it in Section 8(c). Majority Selling Holders means (i) a majority of the Oakland Capital Holders, if any of their Registrable Shares are proposed to be included in an underwritten sale of Registrable Shares, and (ii) a majority of the other Holders whose Registrable Shares are proposed to be included in such underwritten sale of Registrable Securities. Maximum Number of Shares has the meaning ascribed to it in Section 2(c). Merger Agreement has the meaning ascribed to it in the recitals hereof. Non-Oakland Capital Allocation has the meaning ascribed to it in Section 2(c). NYSE means the New York Stock Exchange. Oakland Capital has the meaning ascribed to it in the recitals. Oakland Capital Allocation has the meaning ascribed to it in Section 2(c). Oakland Capital Holders means Oakland Capital and its permitted transferees. Oakland Manager has the meaning ascribed to it in the recitals. Oakland OP has the meaning ascribed to it in the recitals. OP Partnership Agreement means the Amended and Restated Limited Partnership Agreement of [Oakland] Residential Partnership, L.P. dated as of January 16, 2014, as amended, between [Oakland] Residential GP, Inc., as general partner, and Oakland and Oakland Capital, as limited partners, as amended from time to time. OP Units has the meaning ascribed to it in the recitals. Person means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity. Piggyback Registration has the meaning ascribed to it in Section 3(a). Prospectus means the prospectus included in any Resale Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Resale Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement or any issuer free writing prospectus (as defined in Rule 433 under the Securities Act), with respect to the offering of any portion of the Registrable Shares covered by such Resale 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. Registrable Shares means, with respect to any Holder, (i) the shares of Common Stock that are issued pursuant to t

Certain Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of September 21, 2015, by and among Starwood Waypoint Residential Trust, a Maryland real estate investment trust (Oakland), for the benefit of the Holders (as defined below). Certain capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.

Certain Definitions. In this Agreement, the following terms have the following respective meanings: Affiliate of any Person means any other Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition, control when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Articles means the Articles of Amendment and Restatement of Oakland, as amended from time to time. Board means the Board of Trustees of Oakland. Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York are authorized or obligated by applicable law, regulation or executive order to close. Closing Date has the meaning ascribed to it in the Merger Agreement. Commission means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. Common Stock has the meaning ascribed to it in the recitals hereof. Company Notice has the meaning ascribed to it in Section 2(b). Contribution Agreement has the meaning ascribed to it in the recitals hereof. Demand Registration has the meaning ascribed to it in Section 2(a). End of Suspension Notice has the meaning ascribed to it in Section 4(c). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the relevant time. FINRA means the Financial Industry Regulatory Authority. Holder means a Holder of Registrable Shares, including (i) each Person listed on Schedule I, as may be amended from time to time to reflect transferees permitted by Section 10, and (ii) each Person holding Registrable Shares as a result of a transfer, distribution or assignment to that Person of Registrable Shares (other than pursuant to an effective Resale Registration Statement or Rule 144), provided, if applicable, such transfer, distribution or assignment is made in accordance with Section 10 of this Agreement and (x) Section 4.07 of the Contribution Agreement or (y) Section 7.12 of the Merger Agreement, as applicable. Indemnified Party has the meaning ascribed to it in Section 8(c). Indemnifying Party has the meaning ascribed to it in Section 8(c). Majority Selling Holders means (i) a majority of the Oakland Capital Holders, if any of their Registrable Shares are proposed to be included in an underwritten sale of Registrable Shares, and (ii) a majority of the other Holders whose Registrable Shares are proposed to be included in such underwritten sale of Registrable Securities. Maximum Number of Shares has the meaning ascribed to it in Section 2(c). Merger Agreement has the meaning ascribed to it in the recitals hereof. Non-Oakland Capital Allocation has the meaning ascribed to it in Section 2(c). NYSE means the New York Stock Exchange. Oakland Capital has the meaning ascribed to it in the recitals. Oakland Capital Allocation has the meaning ascribed to it in Section 2(c). Oakland Capital Holders means Oakland Capital and its permitted transferees. Oakland Manager has the meaning ascribed to it in the recitals. Oakland OP has the meaning ascribed to it in the recitals. OP Partnership Agreement means the Amended and Restated Limited Partnership Agreement of [Oakland] Residential Partnership, L.P. dated as of January 16, 2014, as amended, between [Oakland] Residential GP, Inc., as general partner, and Oakland and Oakland Capital, as limited partners, as amended from time to time. OP Units has the meaning ascribed to it in the recitals. Person means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity. Piggyback Registration has the meaning ascribed to it in Section 3(a). Prospectus means the prospectus included in any Resale Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Resale Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement or any issuer free writing prospectus (as defined in Rule 433 under the Securities Act), with respect to the offering of any portion of the Registrable Shares covered by such Resale 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. Registrable Shares means, with respect to any Holder, (i) the shares of Common Stock that are issued pursuant to t