Financial Industry Regulatory Authority Uses in Definitions Clause

Definitions from Purchase Agreement

This PURCHASE AGREEMENT, dated as of July 1, 2017, is made by and between NEWSTAR FINANCIAL, INC., a Delaware Corporation (Buyer), and FIFTH STREET HOLDINGS L.P., a Delaware limited partnership (Seller).

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Accounting Expert has the meaning set forth in Section 2.2(b). Advisers Act means the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder. 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, the first Person, provided that the Company Funds shall be deemed not to be Affiliates of the Company or the Seller. Agreement means this Agreement, including the Disclosure Schedule and any Exhibits hereto, as such may be amended or restated from time to time. Allocation Statement has the meaning set forth in Section 2.5. Ancillary Agreements means all agreements, documents, instruments and certificates (other than this Agreement) executed and delivered in connection with the Transactions. Bankruptcy and Equity Exception has the meaning set forth in Section 3.2(a). Business means the business, activities and operations of the Company, including the management of the Company Funds, as currently conducted. Business Day means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. Buyer has the meaning set forth in the Preamble. Buyer Indemnitees has the meaning set forth in Section 7.2(a). Cap means an amount equal $1,600,000. Client means any Person to which the Company provides collateral management, investment management or investment advisory services, including any sub-advisory services or similar services, including each Company Fund. Closing has the meaning set forth in Section 2.3. Closing Date has the meaning set forth in Section 2.3. Closing Loan Tapes has the meaning set forth in Section 6.15. Code means the Internal Revenue Code of 1986, as amended. Collateral Management Agreement means, as applicable, each of (i) that certain Collateral Management Agreement, dated as of February 19, 2015, entered into between Fifth Street Senior Loan Fund I, LLC and Fifth Street Management LLC as amended by that certain amendment, dated as of June 29, 2015, entered into between Fifth Street Senior Loan Fund I, LLC and Fifth Street Management LLC and as assigned to the Company by Fifth Street Management LLC pursuant to the terms of that certain Assignment and Assumption Agreement, dated as of September 28, 2015, entered into among Fifth Street Management LLC, the Company and Fifth Street Senior Loan Fund I, LLC and (ii) that certain Collateral Management Agreement, dated as of September 29, 2015, entered into between Fifth Street SLF II, Ltd. and the Company, in each case, as amended or supplemented from time to time. Company has the meaning set forth in the Recitals. Company Contract means any Contract to which the Company is a party or otherwise bound, including the Collateral Management Agreements. Company Fund means each of Fifth Street Senior Loan Fund I, LLC and Fifth Street SLF II, Ltd. Company Owned Securities has the meaning set forth in Section 4.14(c). Confidentiality Agreement means the confidentiality agreement, dated as of March 16, 2017, by and between Buyer and the Company, as the same may be amended from time to time. Confidentiality Representative has the meaning set forth in Section 6.2. Consent means, as the context requires, any consent, approval, notice, authorization, waiver, permit, license, grant, agreement, exemption or order of, or registration, declaration or filing with, any Person, including any Governmental Authority. Contract means any written agreement, contract, arrangement, understanding, obligation or commitment to which a Person is bound or to which its assets or properties are subject, and any amendments and supplements thereto. Control or Controlled means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise. For purposes of this definition, a general partner or managing member of a Person shall be deemed to Control such Person. Credit Agreement means the Credit Agreement, dated as of September 28, 2015, by and among the Company and the Credit Parties. Credit Parties means Bleachers Finance 1 Limited and the other lenders from time to time party to the Credit Agreement, and Natixis, New York Branch, as agent, under the Credit Agreement. Designated Manager shall have the meaning assigned to such term in the Amended and Restated Limited Liability Company Agreement of Fifth Street Senior Loan Fund I, LLC, dated as of February 19, 2015. Disclosure Schedule means the disclosure schedule of even date herewith delivered by Seller to Buyer in connection with the execution and delivery of this Agreement. Dispute Notice has the meaning set forth in Section 2.2(a). Disqualific

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement), dated as of July , 2017, is entered into by and among PetIQ, Inc., a Delaware corporation (the Company), each person executing this Agreement and listed as a Continuing LLC Owner on the signature pages hereto (together with their Permitted Transferees that become a party hereto, the Continuing LLC Owners) and each Person executing this Agreement and listed as a C-Corp LLC Owner Parent on the signature pages hereto (collectively, together with their Permitted Transferees that become party hereto, the C-Corp LLC Owner Parents).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Adverse Disclosure means public disclosure of material non-public information that, in the good faith judgment of the board of directors of the Company, (a) would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement, from and after its effective date, does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (c) the Company has a bona fide business purpose for not disclosing publicly. Affiliate means, with respect to any specified Person, (a) any Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person, (b) a Member of the Immediate Family of such Person, and (c) any investment fund advised or managed by, or under common control or management with, such specified Person; provided that the Company and each of its subsidiaries shall be deemed not to be Affiliates of any C-Corp LLC Owner Parent. As used in this definition, the term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Agreement shall have the meaning set forth in the preamble. Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York. C-Corp LLC Owner Parents shall have the meaning set forth in the preamble. Class A Common Stock shall have the meaning set forth in the Recitals. Class B Common Stock shall have the meaning set forth in the Recitals. Common Stock shall have the meaning set forth in the Recitals. Continuing LLC Owners shall have the meaning set forth in the preamble. Demand Notice shall have the meaning set forth in Section 3.2.3. Demand Registration shall have the meaning set forth in Section 3.2.1(a). Demand Registration Request shall have the meaning set forth in Section 3.2.1(a). Demand Registration Statement shall have the meaning set forth in Section 3.2.1(c). Demand Suspension shall have the meaning set forth in Section 3.2.6. Exchange means the exchange of shares of Class B Common Stock together with Holdings Units for shares of Class A Common Stock pursuant to the PetIQ LLC Operating Agreement. Exchange Act means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time. Exchange Registration shall have the meaning set forth in Section 3.1.1. Exchange Registration Statement shall have the meaning set forth in Section 3.1.1. FINRA means the Financial Industry Regulatory Authority. Holders means C-Corp LLC Owner Parents and Continuing LLC Owners who then hold Registrable Securities under this Agreement. IPO shall have the meaning set forth in the Recitals. Issuer Free Writing Prospectus means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of the Registrable Securities. Loss shall have the meaning set forth in Section 3.10.1. Member of the Immediate Family means, with respect to any Person who is an individual, (a) each parent, spouse (but not including a former spouse or a spouse from whom such Person is legally separated) or child (including those adopted) of such individual and (b) each trust naming only one or more of the Persons listed in sub-clause (a) as beneficiaries. Holdings Units shall have the meaning set forth in the Recitals. Participation Conditions shall have the meaning set forth in Section 3.3.5(b). Permitted Transferee means (a) any Affiliate of a Holder and (b) such other Persons designated by the Holders of a majority of the Registrable Securities under this Agreement. Person means any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof. PetIQ LLC shall have the meaning set forth in the Recitals. PetIQ LLC Operating Agreement shall have the meaning set forth in the Recitals. Piggyback Notice shall have the meaning set forth in Section 3.4.1. Piggyback Registration shall have the meaning set forth in Section 3.4.1. Potential Takedown Participant shall have the meaning set forth in Section 3.3.5(b). Pro Rata Portion means, with respect to each Holder requesting that its shares be registered or sold in an Underwritten Public Offering, a number of such shares equal to the aggregate

Definitions from Stockholders Agreement

THIS STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this Agreement), dated as of [*], 2017, is made by and among Calyxt, Inc., a Delaware corporation (the Company), Cellectis S.A., a French societe anonyme (Cellectis) and the Persons listed on Schedule A hereto (each, a Non-Cellectis Holder and collectively, the Non-Cellectis Holders).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning set forth in Section 4.02(c). Affiliate of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person; provided, however, that, for purposes of this Agreement, the Company shall not be considered an Affiliate of any of Cellectis and its Subsidiaries other than the Company, and each of Cellectis and its Subsidiaries other than the Company shall not be considered an Affiliate of the Company. As used herein, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. For purposes of this definition, Affiliated, controlling, controlled by, and under common control with have correlative meanings. Agreement has the meaning set forth in the preamble. Automatic Shelf Registration Statement has the meaning set forth in Section 4.04. Beneficially Owned has the meaning set forth in Rule 13d-3 under the Exchange Act, but without reference to clause (d)(1) of such Rule. Board of Directors 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. Cellectis has the meaning set forth in the preamble. Claims has the meaning set forth in 4.09(a). Company has the meaning set forth in the preamble. Company Shares means common stock of the Company 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, stock splits, reverse stock splits, combinations, reclassifications, recapitalizations, share exchange, consolidation or other 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 any note or debt security convertible into or exchangeable for Company Shares or other equity securities of the Company). Demand Exercise Notice has the meaning set forth in Section 4.01(a). Demand Registration has the meaning set forth in Section 4.01(a). Demand Registration Request has the meaning set forth in Section 4.01(a). Director means a member of the Board of Directors. Exchange Act means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time. Expenses means any and all fees and expenses incident to the Companys performance of or compliance with Article 4, including: (i) SEC, stock exchange and FINRA registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the [New York Stock Exchange / NASDAQ] 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 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 the Company, (vii) with respect to each registration, the fees and disbursements of one counsel for the Participating Holder(s) (selected by the Majority Participating Holders), (viii) fees and disbursements of all independent public accountants (including the expenses of any audit and/or comfort letter and updates thereof) and fees and expenses of other Persons, including special experts, retained, or authorized to be retained, by the Company, (ix) fees and expenses payable to any qualified independent underwriter required under applicable FINRA rules, (x) any other fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities (excluding, for the avoidance of doubt, any underwriting commission, discount or spread), (xi) any rating agency fees, and (xii) expenses for securities law liability insurance. FINRA means the Financial Industry Regulatory Authority. Governing Documents means (i) with respect to the Company, the certificate of incorporation of the Company, as amended or modified from time to time, and the by-laws of the Company, as amended or modified from time to time and (ii) with respect to any other Pers

Definitions from Stockholders Agreement

THIS STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this Agreement), dated as of [*], 2017, is made by and among Calyxt, Inc., a Delaware corporation (the Company), Cellectis S.A., a French societe anonyme (Cellectis) and the Persons listed on Schedule A hereto (each, a Non-Cellectis Holder and collectively, the Non-Cellectis Holders).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning set forth in Section 4.02(c). Affiliate of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person; provided, however, that, for purposes of this Agreement, the Company shall not be considered an Affiliate of any of Cellectis and its Subsidiaries other than the Company, and each of Cellectis and its Subsidiaries other than the Company shall not be considered an Affiliate of the Company. As used herein, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. For purposes of this definition, Affiliated, controlling, controlled by, and under common control with have correlative meanings. Agreement has the meaning set forth in the preamble. automatic shelf registration statement has the meaning set forth in Section 4.04. Beneficially Owned has the meaning set forth in Rule 13d-3 under the Exchange Act, but without reference to clause (d)(1) of such Rule. Board of Directors 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. Cellectis has the meaning set forth in the preamble. Claims has the meaning set forth in 4.09(a). Company has the meaning set forth in the preamble. Company Shares means common stock of the Company 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, stock splits, reverse stock splits, combinations, reclassifications, recapitalizations, share exchange, consolidation or other 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 any note or debt security convertible into or exchangeable for Company Shares or other equity securities of the Company). Demand Exercise Notice has the meaning set forth in Section 4.01(a). Demand Registration has the meaning set forth in Section 4.01(a). Demand Registration Request has the meaning set forth in Section 4.01(a). Director means a member of the Board of Directors. Exchange Act means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time. Expenses means any and all fees and expenses incident to the Companys performance of or compliance with Article 4, including: (i) SEC, stock exchange and FINRA registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the [New York Stock Exchange / NASDAQ] 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 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 the Company, (vii) with respect to each registration, the fees and disbursements of one counsel for the Participating Holder(s) (selected by the Majority Participating Holders), (viii) fees and disbursements of all independent public accountants (including the expenses of any audit and/or comfort letter and updates thereof) and fees and expenses of other Persons, including special experts, retained, or authorized to be retained, by the Company, (ix) fees and expenses payable to any qualified independent underwriter required under applicable FINRA rules, (x) any other fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities (excluding, for the avoidance of doubt, any underwriting commission, discount or spread), (xi) any rating agency fees, and (xii) expenses for securities law liability insurance. FINRA means the Financial Industry Regulatory Authority. Governing Documents means (i) with respect to the Company, the certificate of incorporation of the Company, as amended or modified from time to time, and the by-laws of the Company, as amended or modified from time to time and (ii) with respect to any other Pers

DEFINITIONS from Amended and Restated Advisory Agreement

THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of the 12th day of June, 2017 (this "Agreement"), is entered into by and among Moody National REIT II, Inc., a Maryland corporation (the "Company"), Moody National Operating Partnership II, LP, a Delaware limited partnership (the "Operating Partnership"), and Moody National Advisor II, LLC, a Delaware limited liability company (the "Advisor," and collectively with the Company and the Operating Partnership, the "Parties"). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

DEFINITIONS. As used in this Agreement, the following terms have the definitions hereinafter indicated: Acquisition Expenses. Any and all expenses, exclusive of Acquisition Fees and Financing Coordination Fees, incurred by the Company, the Operating Partnership, the Advisor, or any of their Affiliates in connection with the selection, evaluation, acquisition, origination, making or development of any Investments, whether or not acquired or originated, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums, and the costs of performing due diligence. Acquisition Fees. Any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person (including any fees or commissions paid by or to any Affiliate of the Company, the Operating Partnership or the Advisor) in connection with making or investing in any Investment or the purchase, development or construction of any Real Estate Asset, including real estate commissions, selection fees, development fees, construction fees, nonrecurring management fees, loan fees, points or any other fees of a similar nature. Excluded shall be development fees and construction fees paid to any Person not Affiliated with the Sponsor in connection with the actual development and construction of a project. Advisor. Moody National Advisor II, LLC, a Delaware limited liability company, any successor advisor to the Company, the Operating Partnership or any Person to which Moody National Advisor II, LLC or any successor advisor subcontracts substantially all of its functions. Notwithstanding the foregoing, a Person hired or retained by Moody National Advisor II, LLC to perform hotel management and related services for the Company or the Operating Partnership that is not hired or retained to perform substantially all of the functions of Moody National Advisor II, LLC with respect to the Company or the Operating Partnership as a whole shall not be deemed to be an Advisor. Affiliate or Affiliated. With respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent (10%) or more of the outstanding voting securities of such other Person; (ii) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner of such other Person. Amended and Restated Advisory Agreement. The term "Amended and Restated Advisory Agreement" shall have the meaning set forth in the Recitals hereto. Articles of Incorporation. The Articles of Incorporation of the Company, as amended from time to time. Asset Management Fee. The term "Asset Management Fee" shall mean the fee payable to the Advisor pursuant to Section 9(d). Average Invested Assets. For a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Investments before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period. Board. The board of directors of the Company, as of any particular time. Bylaws. The bylaws of the Company, as the same are in effect from time to time. Cause. With respect to the termination of this Agreement, fraud, criminal conduct, misconduct or negligent breach of fiduciary duty by the Advisor, or a material breach of this Agreement by the Advisor. Class A Shares. Shares of the Company's $.01 par value common stock that have been designated as Class A. Class D Shares. Shares of the Company's $.01 par value common stock that have been designated as Class D. Class I Shares. Shares of the Company's $.01 par value common stock that have been designated as Class I. Class T Shares. Shares of the Company's $.01 par value common stock that have been designated as Class T. Code. Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time. Company. The term "Company" shall have the meaning set forth in the preamble of this Agreement. Competitive Brokerage Commission. The term "Competitive Brokerage Commission" means a real estate or brokerage commission for the purchase or sale of a Property, Loan or Permitted Investment that is reasonable, custom

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into this 2nd day of June, 2017, by and among The Sherwin-Williams Company, an Ohio corporation (the Company), and Citigroup Global Markets Inc. and Wells Fargo Securities, LLC (collectively, the Dealer Managers).

Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings: Additional Interest shall have the meaning set forth in Section 2.5. Affiliate shall mean an affiliate as that term is defined in Rule 405 under the Securities Act. Agreement shall have the meaning set forth in the preamble. Automatic Shelf Registration Statement shall mean an automatic shelf registration statement as that term is defined in Rule 405 under the Securities Act. Company shall have the meaning set forth in the preamble and shall also include the Companys successors. Dealer Managers shall have the meaning set forth in the preamble. Dealer Manager Agreement means the Dealer Manager Agreement, dated May 2, 2017, by and among the Company and the Dealer Managers. Depositary shall mean The Depository Trust Company, or any other depositary appointed by the Company; provided, however, that such depositary must have an address in the Borough of Manhattan, in the City of New York. Event Date shall have the meaning set forth in Section 2.5. Exchange Date shall have the meaning set forth in the Dealer Manager Agreement. Exchange Offer means the offer by the Company to exchange each Series of Registrable Securities for the corresponding Series of Exchange Securities pursuant to Section 2.1. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form), and all amendments and supplements to such registration statement, including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed incorporated by reference therein. Exchange Period shall have the meaning set forth in Section 2.1. Exchange Securities shall mean with respect to each series of New SHW Notes, a new series of notes maturing on the same date and bearing interest at the same rate per annum as the corresponding series of New SHW Notes (each such series of Exchange Securities, a Series of Exchange Securities), in each case issued by the Company under the Indenture, containing terms identical to the applicable Series of New SHW Notes in all material respects (except for references to certain additional interest rate provisions, restrictions on transfers and restrictive legends), to be offered to Holders of the applicable Series of New SHW Notes in exchange for the corresponding Series of Registrable Securities pursuant to the Exchange Offer. Holder shall mean each Person who becomes the registered owner of Registrable Securities under the Indenture and each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a Prospectus in connection with any resale of such Exchange Securities. Indenture shall mean the Indenture, dated as of July 31, 2015 between the Company and Wells Fargo Bank, N.A., as the trustee, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided, that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or any Affiliate of the Company shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage amount. For purposes of this definition, outstanding shall have the meaning prescribed in Section 2.09 of the Indenture. New SHW Notes shall have the meaning set forth in the preamble. Offering Memorandum shall have the meaning set forth in the preamble. Old Valspar Notes shall have the meaning set forth in the preamble. Original Exchange Offer means the offer by the Company to exchange any and all outstanding Old Valspar Notes for New SHW Notes, on the terms and conditions set forth in the Offering Memorandum. Participating Broker-Dealers shall mean the Dealer Managers and any other broker-dealer which makes a market in the New SHW Notes and exchanges Registrable Securities in the Exchange Offer for Exchange Securities. Person shall mean an individual, partnership (general or limited), corporation, limited liability company, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including any such prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and in each case including all material incorporated or deemed incorporated by reference therein. Reg

Definitions from Amended and Restated Investor Rights Agreement

SEVENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated as of December 23, 2016 (this Agreement), among AILERON THERAPEUTICS, INC., a Delaware corporation (the Issuer), and the investors in the Issuer named in Schedule I hereto (collectively, the Investors), amending and restating the Sixth Amended and Restated Investor Rights Agreement, dated as of October 14, 2014 (the Sixth Amended and Restated Investor Rights Agreement), among the Issuer and the Investors.

Definitions. For purposes of this Agreement, the following terms have the following respective meanings: Additional Shares means shares of Common Stock (i) acquired by the Investors or (ii) issued or issuable to the Investors upon conversion or exercise of any security of the Issuer other than by conversion of the Preferred Shares, provided that (a) in the case of clause (i) such shares of Common Stock are, at the time of their acquisition, restricted securities as such term is defined in Rule 144 or otherwise subject to the restrictions on resale of Rule 144 and (b) in the case of clause (ii), such security is a restricted security at the time of acquisition or is otherwise subject to restrictions on resale under Rule 144. Affiliate means, with respect to any Person, any other Person Controlling, Controlled by or under common Control with that Person, as well as any officers, directors and majority-owned entities of that Person and of its other Affiliates. Any director, member of management or other employee of the Issuer or any of its Subsidiaries who would not otherwise be an Affiliate of an Investor shall not be deemed to be an Affiliate of such Investor. Agreement shall have the meaning given it in the first paragraph of this Agreement. Board means the Board of Directors of the Issuer. Common Stock means the Common Stock, $0.001 par value, of the Issuer. Company Sale means a Deemed Liquidation Event (as such term is defined in the Issuers Tenth Amended and Restated Certificate of Incorporation, as it may be amended or restated from time to time (the Certificate of Incorporation)). Competitor means an operating entity whose business is the research, development, manufacture, commercialization or marketing of pharmaceutical products. Confidential Information means any information that is labeled as confidential, proprietary or secret that an Investor obtains from the Issuer pursuant to financial statements, reports and other materials provided by the Issuer to such Investor pursuant to this Agreement or pursuant to visitation or inspection rights granted hereunder. Control means (including, with correlative meanings, the terms controlled by and under common control with), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise. Conversion Shares means the shares of Common Stock issued or issuable upon conversion of the Preferred Shares. Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder that shall be in effect at the time. Any reference to a particular section thereof shall include a reference to the corresponding section, if any, of any such successor federal statute, and the rules and regulations thereunder. FINRA means the Financial Industry Regulatory Authority. GAAP means United States generally accepted accounting principles. Holder means any holder of Registrable Securities or Preferred Shares, including a Holder that has received Registrable Securities pursuant to Section 4.3. Investor shall have the meaning given it in the first paragraph of this Agreement. Issuer shall have the meaning given it in the first paragraph of this Agreement. Material Adverse Effect means any material adverse effect on the business, assets, properties or financial condition of the Issuer. Person means any natural person, firm, partnership, association, corporation, company, trust, business trust, governmental entity or other entity. Preferred Shares mean any shares of Series A Preferred Stock, Series A-l Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series E-3 Preferred Stock and Series F Preferred Stock. Preferred Stock Purchase Agreement shall have the meaning given it in the first recital hereof. Prospectus means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such 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. Qualified Public Offering means a Qualified Public Offering as such term is defined in Section 5.1. of the Certificate of Incorporation. Registrable Securities means (a) the Shares, (b) the Additional Shares, (c) any securities issued or issuable wi

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of , 2017, by and between Oasis Midstream Partners LP, a Delaware limited partnership (the Partnership), and OMS Holdings LLC, a Delaware limited liability company (MLP Holdco).

Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the Amended and Restated Agreement of Limited Partnership of the Partnership dated , 2017, as amended from time to time (the Partnership Agreement). The terms set forth below are used herein as so defined: Affiliate means, with respect to a specified Person, any other Person that directly or indirectly controls, is controlled by, or is under direct or indirect common control with such specified Person. For the purposes of this definition, control means the power to direct or cause the direction of the management and policies of a Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Agreement has the meaning given to such term in the introductory paragraph. Commission has the meaning given to such term in Section 1.02. Contribution Agreement has the meaning given to such term in the recitals of this Agreement. Effectiveness Period has the meaning given to such term in Section 2.01. Exchange Act has the meaning given to such term in Section 2.08(a). General Partner means OMP GP LLC, as the general partner of the Partnership. Holder means the record holder of any Registrable Securities. Included Registrable Securities has the meaning given to such term in Section 2.03(a). Losses has the meaning given to such term in Section 2.08(a). Managing Underwriter(s) means, with respect to any Underwritten Offering, the book-running lead manager(s) of such Underwritten Offering. MLP Holdco has the meaning given to such term in the introductory paragraph. Notice has the meaning given to such term in Section 2.01. Offering Notice has the meaning given to such term in Section 2.02(a). Partnership has the meaning given to such term in the introductory paragraph. Person means any individual, corporation, partnership, limited liability company, voluntary association, joint venture, trust, limited liability partnership, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. Registrable Securities means the (i) Common Units issued (or issuable) to MLP Holdco pursuant to the Contribution Agreement (including pursuant to the Deferred Issuance and Distribution (as defined in the Contribution Agreement)); (ii) Subordinated Units; and (iii) Common Units issuable upon conversion of the Subordinated Units pursuant to the terms of the Partnership Agreement, which Registrable Securities are subject to the rights provided herein until such rights terminate pursuant to the provisions hereof. Registration Expenses means all expenses (other than Selling Expenses) incident to the Partnerships performance under or compliance with this Agreement to effect the registration of Registrable Securities on a Registration Statement pursuant to Section 2.01 and/or in connection with an Underwritten Offering pursuant to Section 2.02(a), and the disposition of such Registrable Securities, including, without limitation, all registration, filing, securities exchange listing and securities exchange fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, fees of transfer agents and registrars, all word processing, duplicating and printing expenses, any transfer taxes and the fees and disbursements of counsel and independent public accountants for the Partnership, including the expenses of any special audits or cold comfort letters required by or incident to such performance and compliance. Registration Statement has the meaning given to such term in Section 2.01. Securities Act has the meaning given to such term in Section 1.02. Selling Expenses means all underwriting fees, discounts and selling commissions applicable to the sale of Registrable Securities. Selling Holder means a Holder who is selling Registrable Securities pursuant to a Registration Statement. Shelf Registration Statement has the meaning given to such term in Section 2.01. Testing-the-Waters Communication means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act. Trading Market means the principal national securities exchange on which Registrable Securities are listed. Underwritten Offering means an offering (including an offering pursuant to a Registration Statement) in which Registrable Securities are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a bought deal with one or more investment banks. Written Testing-the-Waters Communication means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act.

Definitions from Investor Rights Agreement

This Investor Rights Agreement (this Agreement) is made as of May 22, 2017 (the Effective Date), between Superior Industries International, Inc., a Delaware corporation (the Company), and TPG Growth III Sidewall, L.P. (the Investor).

Definitions. 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. Agreement has the meaning set forth in the preamble. Automatic Shelf Registration Statement means an automatic shelf registration statement as defined in Rule 405 promulgated under the Securities Act. Beneficially Own has the meaning ascribed to it in Section 13(d) of the Securities Exchange Act of 1934, as amended. Board means the board of directors of the Company. Board Observer has the meaning set forth in Section 1(b). Business Day means any day that is not a Saturday, Sunday, legal holiday or other day on which commercial banks in New York, New York are authorized or required by applicable law to close. Bylaws means the Companys Bylaws, as in effect on the date hereof, as the same may be amended from time to time. Certificate of Incorporation means the Companys Certificate of Incorporation, as in effect on the date hereof, as the same may be amended from time to time. Common Stock means the common stock, par value $0.01 per share, of the Company. Company has the meaning set forth in the preamble. Competitor means any Person engaged primarily in the business of designing and manufacturing wheels for sale to automobile and light truck original equipment manufacturers. control (including the terms controlling, controlled by and under common control with) means, unless otherwise noted, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract, or otherwise. Demand Registration has the meaning specified in Section 3(b)(i). Demand Registration Notice has the meaning specified in Section 3(b)(i). Demand Shelf Takedown Notice has the meaning specified in Section 3(a)(iii). Disclosure Package means, with respect to any offering of securities, (i) the preliminary Prospectus, (ii) the price to the public and the number of securities included in the offering; (iii) each Free Writing Prospectus and (iv) all other information that is deemed, under Rule 159 promulgated under the Securities Act, to have been conveyed to purchasers of securities at the time of sale of such securities (including a contract of sale). Director means a member of the Board until such individuals death, disability, disqualification, resignation, or removal. Effective Date has the meaning set forth in the preamble. Equity Security means (a) any Common Stock, preferred stock or other Voting Stock, (b) any securities of the Company convertible into or exchangeable for Common Stock, preferred stock or other Voting Stock or (c) any options, rights or warrants (or any similar securities) issued by the Company to acquire Common Stock, preferred stock or other Voting Stock. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time. FINRA means the Financial Industry Regulatory Authority. Form S-1 Shelf has the meaning specified in Section 3(a)(i). Form S-3 Shelf has the meaning specified in Section 3(a)(i). Free Writing Prospectus means any free writing prospectus as defined in Rule 405 promulgated under the Securities Act. Governmental Entity means any federal, state, provincial, local or foreign governmental, administrative or regulatory (including any stock exchange) authority, agency, court, instrumentality, binding arbitration body, commission or other entity or self-regulatory organization. Indemnified Party has the meaning specified in Section 3(g)(iii). Indemnifying Party has the meaning specified in Section 3(g)(iii). Investment Agreement has the meaning specified in the Recitals. Investor has the meaning set forth in the preamble. Investor Amount means: (i) while the Preferred Stock is outstanding, the percentage of shares of the outstanding Preferred Stock issued on the Effective Date held by the Investor and its Affiliates, which shall include any other equity securities of the Company issued to the Investor upon the exchange, redemption or conversion of its shares of Preferred Stock, counted as if such shares of other equity securities were shares of Preferred Stock calculated based on the exchange, redemption or conversion rate, as applicable; and (ii) if no Preferred Stock is outstanding, the percentage of shares of Common Stock held by the Investor and its Affiliates. Investor Director means an individual elected to the Board that has been nominated by the Investor pursuant to this Agreement. Investor Free Writing Prospectus means each Free Writing Prospectus prepared by or on behalf of the Investor or used or referred to by the Investor in connection with the offering of Registrable Securities. Long-Form Registration has the meaning specified in Section 3(b)(i). Losses has the meaning specified in Section 3(g)(i). NYSE means the New York Stock Exchange. Nominee has the mean

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (the Agreement) is made and entered into on May 31, 2016 (the Closing Date), by and among ALBERTSONS COMPANIES, LLC, a Delaware limited liability company (the Company), NEW ALBERTSONS, INC., an Ohio corporation (NAI), SAFEWAY INC., a Delaware corporation (Safeway), ALBERTSONS LLC, a Delaware limited liability company (Albertsons and together with the Company, NAI and Safeway, the Co-Issuers), and each domestic subsidiary of the Company listed on the signature page of this Agreement (the Original Guarantors), on the one hand, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, each on behalf of itself and as a representative of each of the other Initial Purchasers named in Schedule A hereto (collectively, the Initial Purchasers), on the other hand.

Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings: 1933 Act shall mean the Securities Act of 1933, as amended from time to time. 1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to time. Additional Guarantor shall mean any subsidiary of the Company that executes a Guarantee under the Indenture or a joinder to the Indenture after the date of this Agreement. Additional Interest shall have the meaning set forth in Section 2.5(a) hereof. Automatic Shelf Registration Statement shall mean an automatic shelf registration statement as that term is defined in Rule 405, as amended, under the 1933 Act. Business Day shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. Closing Date shall have the meaning set forth in the preamble. Co-Issuers shall have the meaning set forth in the preamble and shall also include the Co-Issuers successors. Depositary shall mean The Depository Trust Company, or any other depositary appointed by the Co-Issuers, provided, however, that such depositary must have an address in the Borough of Manhattan, in the City of New York. Effectiveness Period shall have the meaning set forth in Section 2.2(b). Event Date shall have the meaning set forth in Section 2.5(b). Exchange Dates shall have the meaning set forth in Section 2.1. Exchange Notes shall mean the new notes to be exchanged for Transfer Restricted Notes, not subject to restrictions on transfer in the United States. Exchange Offer shall mean the exchange offer by the Co-Issuers and the Guarantors of Exchange Notes for Transfer Restricted Notes pursuant to Section 2.1 hereof. Exchange Offer Registration shall mean a registration under the 1933 Act effected pursuant to Section 2.1 hereof. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form), and all amendments and supplements to such registration statement, including the Prospectus contained therein, all exhibits thereto and all documents incorporated by reference therein. Free Writing Prospectus means each free writing prospectus (as defined in Rule 405 under the 1933 Act) prepared by or on behalf of the Co-Issuers or used or referred to by the Co-Issuers in connection with the sale of the Notes or the Exchange Notes. Guarantee shall mean any guarantee of the obligations of the Co-Issuers under the Indenture and the Notes by any Person in accordance with the provisions of the Indenture. Guarantors shall mean the Original Guarantors set forth in the preamble and shall also include any Original Guarantors successor and any Additional Guarantors. Holder shall mean an Initial Purchaser, for so long as it owns any Transfer Restricted Notes, and each of its successors, assigns and direct and indirect transferees who become registered owners of Transfer Restricted Notes under the Indenture and each Participating Broker-Dealer that holds Exchange Notes for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Notes. Indenture shall mean the Indenture relating to the Notes, dated as of May 31, 2016, among the Co-Issuers, the Original Guarantors, and Wilmington Trust, N.A., as trustee and collateral agent, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof. Initial Purchaser or Initial Purchasers shall have the meaning set forth in the preamble. Issuer Information shall have the meaning set forth in Section 4(a)(i). Majority Holders shall mean the Holders of a majority of the aggregate principal amount of outstanding Transfer Restricted Notes; provided that whenever the consent or approval of Holders of a specified percentage of Transfer Restricted Notes is required hereunder, Transfer Restricted Notes held by the Co-Issuers and other obligors on the Notes or any Affiliate (as defined in the Indenture) of the Co-Issuers or any Guarantor shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage amount; provided, further, that if the Co-Issuers shall issue any additional Notes under the Indenture prior to consummation of the Exchange Offer, or if applicable, prior to the effectiveness of any Shelf Registration Statement, such additional Notes and the Transfer Restricted Notes to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Transfer Restricted Notes has been obtained. Notes shall have the meaning set forth in the preamble hereof. Original Guarantees shall mean the guarantees of the Notes and the Exchange Notes by the Original Guarantors under the Indenture.