FINRA Uses in Definitions Clause

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT dated June 29, 2017 (the Agreement) is entered into by and among Weatherford International Ltd., a Bermuda exempted company (the Company), the guarantors signatory hereto (collectively, the Guarantors), and Morgan Stanley & Co. LLC, as initial purchaser (the Initial Purchaser).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Guarantor shall mean any subsidiary of the Company that guarantees the Securities under the Indenture after the date of this Agreement. 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. Company shall have the meaning set forth in the preamble and shall also include the Companys successors. Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time. Exchange Dates shall have the meaning set forth in Section 2(a)(ii) hereof. Exchange Offer shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. Exchange Offer Registration shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. Exchange Securities shall mean senior notes issued by the Company and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer. FINRA means the Financial Industry Regulatory Authority, Inc. Free Writing Prospectus means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities. Guarantors shall have the meaning set forth in the preamble and shall also include any Guarantors successors that guarantee the Securities and any Additional Guarantors. Holders shall mean the Initial Purchaser, for so long as it owns any Registrable Securities, and its successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term Holders shall include Participating Broker-Dealers. Indemnified Person shall have the meaning set forth in Section 5(c) hereof. Indemnifying Person shall have the meaning set forth in Section 5(c) hereof. Indenture shall mean the Indenture dated as of October 1, 2003, by and among the Company, the Guarantors and Deutsche Bank Trust Company Americas, as trustee, as amended and supplemented by (i) the Third Supplemental Indenture dated as of February 26, 2009, (ii) the Seventh Supplemental Indenture, dated as of March 31, 2013, (iii) the Eighth Supplemental Indenture dated as of June 17, 2014 and (iv) the Eleventh Supplemental Indenture dated as of November 18, 2016 and as the same may be amended or supplemented in relation to the Securities from time to time hereafter in accordance with the terms thereof. Initial Purchaser shall have the meaning set forth in the preamble. Inspector shall have the meaning set forth in Section 3(a)(xiv) hereof. Issuer Information shall have the meaning set forth in Section 5(a) hereof. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities 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 Registrable Securities has been obtained. Notice and Questionnaire shall mean a notice of registration statement and selling security holder questionnaire distributed to a Holder by the Company upon receipt of a Shelf Request from such Holder. Participating Broker-Dealer shall have the meaning set forth in Section 4(a) hereof. Participating Holder shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the C

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 Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT dated June 12, 2017 (this Agreement) is entered into by and among Moodys Corporation, a Delaware corporation (the Company) and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the Representatives), as representatives of the initial purchasers listed on Schedule 1 (the Initial Purchasers) to the Purchase Agreement dated as of June 1, 2017 among the Company and the Representatives (the Purchase Agreement).

Definitions. As used in this Agreement, the following terms shall have the following meanings: 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 mean the Closing Date as defined in the Purchase Agreement. Company shall have the meaning set forth in the preamble and shall also include the Companys successors. Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time. Exchange Dates shall have the meaning set forth in Section 2(a)(ii) hereof. Exchange Offer shall mean the exchange offer by the Company of Exchange Securities of each series for Registrable Securities of each series pursuant to Section 2(a) hereof. Exchange Offer Registration shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. Exchange Securities shall mean senior notes of each series issued by the Company under the Indenture containing terms identical to the applicable series of Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer for such series. FINRA means the Financial Industry Regulatory Authority, Inc. Free Writing Prospectus means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities. Holders shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that, for purposes of Section 4 and Section 5 hereof, the term Holders shall include Participating Broker-Dealers. Indemnified Person shall have the meaning set forth in Section 5(c) hereof. Indemnifying Person shall have the meaning set forth in Section 5(c) hereof. Indenture shall mean the Indenture relating to the Securities dated as of August 19, 2010, between the Company and the Trustee, as trustee, as supplemented by the Seventh Supplemental Indenture dated as of June 12, 2017, between the Company and the Trustee and as the same may be amended from time to time in accordance with the terms thereof. Initial Purchasers shall have the meaning set forth in the preamble. Inspector shall have the meaning set forth in Section 3(a)(xiv) hereof. Issuer Information shall have the meaning set forth in Section 5(a) hereof. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities of each series; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities 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 Registrable Securities has been obtained. Notice and Questionnaire shall mean a notice of registration statement and selling security holder questionnaire distributed to a Holder by the Company upon receipt of a Shelf Request from such Holder. Participating Broker-Dealers shall have the meaning set forth in Section 4(a) hereof. Participating Holder shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof. Person shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospect

Definitions from Advisory Agreement

This Advisory Agreement (the Agreement) is made this 20th day of March, 2017 (the Effective Date), by and between FS CREDIT REAL ESTATE INCOME TRUST, INC., a Maryland corporation (the Company), and FS REAL ESTATE ADVISOR, LLC, a Delaware limited liability company (the Adviser). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

Definitions. As used in this Agreement, the following terms shall have the meanings specified below: Acquisition Expenses means any and all expenses incurred by the Company, the Adviser, the Sub-Adviser or any of their Affiliates in connection with the selection or acquisition of any Investments, whether or not acquired or originated, as applicable, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on properties or other investments not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence. Adviser means: FS Real Estate Advisor, LLC, a Delaware limited liability company. Adviser Entities means the Adviser and the Sub-Adviser. Affiliate or Affiliated means with respect to any Person: (i) any Person directly or indirectly controlling, controlled by, or under common control with such other Person; (ii) any Person directly or indirectly owning, controlling, or holding with the power to vote 10.0% or more of the outstanding voting securities of such other Person; (iii) any legal entity for which such Person acts as an executive officer, director, trustee, or general partner; (iv) any Person 10.0% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held, with power to vote, by such other Person; and (v) any executive officer, director, trustee, or general partner of such other Person. An entity shall not be deemed to control or be under common control with a program sponsored by the sponsor of the Company unless (A) the entity owns 10.0% or more of the voting equity interests of such program or (B) a majority of the Board (or equivalent governing body) of such program is composed of Affiliates of the entity. Average Invested Assets means, for a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Investments before reserves for depreciation or bad debts or other similar non-cash reserves, computed by taking the average of such values at the end of each month during such period. Base Management Fee has the meaning set forth in Section 8. Board means the board of directors of the Company, as of any particular time. Bylaws mean the bylaws of the Company, as amended from time to time. Cause means, with respect to the termination of this Agreement, (i) fraud, criminal conduct, willful misconduct or breach of fiduciary duty by the Adviser, (ii) a material breach of this Agreement by the Adviser, or (iii) a failure by the Adviser to dedicate the personnel and financial resources necessary to effectively manage the Company, or perform its respective duties and obligations hereunder or (iv) a sustained material degradation in the brand or reputation of the Advisers parent and sponsor, Franklin Square Holdings, L.P. Charter means the articles of incorporation of the Company, as amended from time to time. Code means the 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 means FS Credit Real Estate Income Trust, Inc., a corporation organized under the laws of the State of Maryland. Cost of Investments means the sum of: (i) with respect to the acquisition or origination of a Loan or other permitted investment to be wholly owned, directly or indirectly, by the Company, the amount actually paid or allocated to fund the acquisition, origination, development, construction or improvement of the Loan or other permitted investment, inclusive of expenses associated with such Loan or other permitted investment and the amount of any debt associated with, or used to fund the investment in, such Loan or other permitted investment; and (ii) with respect to the acquisition or origination of a Loan or other permitted investment through any Joint Venture, the portion of the amount actually paid or allocated to fund the acquisition, origination, development, construction or improvement of the Loan or other permitted investment, inclusive of expenses associated with such Loan or other permitted investment and expenses of the Joint Venture, plus the amount of any debt associated with, or used to fund the investment in, such Loan or other permitted investment that is attributable to the Companys investment in such Joint Venture. Dealer Manager means FS Investment Solutions, LLC, a Delaware limited liability company, or such other Person or entity selected by the Board to act as dealer manager for any Offering. Dealer Manager Fees has the meaning set forth in the Charter. Disposition Expenses means any and all expenses incurred by the Company, the Adviser, the Sub-Adviser or any of their Affiliates in connection with

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

REGISTRATION RIGHTS AGREEMENT (the Agreement), dated as of May 24, 2017, by and among WideOpenWest, Inc., a Delaware corporation (together with its successors and assigns, the Company), the Avista Investor Group (as hereinafter defined), the Crestview Investor Group (as hereinafter defined, and together with the Avista Investor Group, the Investors) and the other signatories hereto who execute an agreement to bound to this Agreement in the form of Exhibit A hereto and any other Person who becomes a party hereto.

Definitions. As used in this Agreement, the following terms shall have the following meanings: Affiliate means, with respect to any Person, any other Person who, directly or indirectly, controls such first Person or is controlled by said Person or is under common control with said Person, where control means the power and ability to direct, directly or indirectly, or share equally in or cause the direction of, the management and/or policies of a Person, whether through ownership of voting shares or other equivalent interests of the controlled Person, by contract (including proxy) or otherwise; provided, that no Holder shall be deemed an Affiliate of any other Holder by reason of an investment in, or holding Shares of, the Company. Agreement has the meaning set forth in the Preamble. Avista Holder means any holder of Registrable Securities that is a member of the Avista Investor Group. Avista Investor Group means, collectively, Avista Capital Partners, L.P., Avista Capital Partners (Offshore), L.P., Avista Capital Partners III, L.P., Avista Capital Partners (Offshore) III, L.P., Avista Capital Partners (Offshore) III-A, L.P., ACP Racecar Co-Invest, LLC and ACP Racecar Co-Invest II, LLC and any of their respective Affiliates who beneficially own Common Stock from time to time. Board means the Board of Directors of the Company. Business Day means any day except a Saturday, Sunday or other day on which commercial banks in New York City, New York are authorized or required by applicable law to close. Commission means the United States Securities and Exchange Commission. Common Stock means common stock, par value $0.01 per share, of the Company, and any securities into which such shares of common stock shall have been changed or any securities resulting from any reclassification or recapitalization of such shares of common stock. Company has the meaning set forth in the Preamble. Crestview Holder means any holder of Registrable Securities that is a member of the Crestview Investor Group. Crestview Investor Group means, collectively, Crestview W1 Co Investors, LLC, Crestview W1 TE Holdings, LLC, and Crestview W1 Holdings, L.P. and any of their respective Affiliates who beneficially own Common Stock from time to time. Damages has the meaning set forth in Section 3.01(a). Demand Maximum Offering Size has the meaning set forth in Section 2.01(d). Demand Registration has the meaning set forth in Section 2.01(a). Exchange Act means the Securities Exchange Act of 1934, as amended from time to time. FINRA means the Financial Industry Regulatory Authority, Inc. Governmental Authority means any federal, state, local or foreign governmental authority, department, commission, board, bureau, agency, court, instrumentality or judicial or regulatory body or entity. Holder means any Avista Holder, any Crestview Holder or any other holder of Registrable Securities who is a party hereto and their Permitted Transferees. Initial Public Offering means any initial underwritten sale of Common Stock of the Company, any of its Subsidiaries or any Person that holds, directly or indirectly, all of the Common Stock or Share Equivalents or assets of the Company, pursuant to an effective Registration Statement under the Securities Act filed with the Commission on Form S-1 (or a successor form) after which sale such Common Stock is (a) listed on a national securities exchange or authorized to be quoted on an inter-dealer quotation system of a registered national securities association and (b) registered under the Exchange Act. Indemnified Party shall mean (i) each officer and director of the Company and (ii) each Holder and their respective Affiliates, officers, managers, directors, employees, shareholders, partners, members, advisors or sub-advisors. Indemnifying Party has the meaning set forth in Section 3.01(c). Inspectors has the meaning set forth in Section 2.05(g). Investors has the meaning set forth in the Preamble. For purposes of clarity, there are two Investors: the Avista Investor Group, which shall collectively be deemed an Investor, and the Crestview Investor Group, which shall collectively be deemed an Investor. Any determination, demand, consent or approval to be made, given or withheld by the Avista Investor Group (or its successor) in its capacity as an Investor under this Agreement shall be made, given or withheld by the Person or Persons holding a majority of the shares of Common Stock that are then deemed to be held by the Avista Investor Group (or its successor) and any determination, demand, consent or approval to be made, given or withheld by the Crestview Investor Group (or its successor) under this Agreement shall be made, given or withheld by the Person or Persons holding a majority of the shares of Common Stock that are then deemed to be held by the Crestview Investor Group (or its successor). IPO Indemnified Parties has the meaning set forth in Section 3.01(a). Participating Holders has the meaning set forth in Section 2.01(a).

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.

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (the Agreement) is made and entered into on August 9, 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 August 9, 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 Indentur