Governmental Entity Uses in Certain Terms Defined Clause

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of June 10, 2016, among Westlake Chemical Corporation, a Delaware corporation (Parent), Lagoon Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), and Axiall Corporation, a Delaware corporation (the Company).

Certain Terms Defined. The following terms will have the meanings set forth below for purposes of this Agreement when used herein with initial capital letters: Acceptable Confidentiality Agreement means any confidentiality agreement that contains customary confidentiality provisions as determined by the Company in good faith to be no less restrictive of, or more favorable to, the third party that is party to such agreement and its Affiliates and Representatives than the terms set forth in the Confidentiality Agreement are to Parent and its Affiliates and Representatives. Action means any claim, action, suit or proceeding or investigation by or before any Governmental Entity. Affiliates has the meaning set forth in Rule 12b-2 of the Exchange Act. Agreed means agreed in writing by Parent and the Company. Award Exchange Ratio means the quotient obtained by dividing (a) the amount of the Merger Consideration by (b) the volume weighted average trading price of Parent Common Stock for the five consecutive trading days ending on the trading day immediately preceding the Closing Date. Business Day means any day other than a Saturday, Sunday or a day on which banks in New York, New York are authorized or obligated by Law or Order to close. Code means the Internal Revenue Code of 1986, as amended. Company Stock Plans means (a) the Companys 2011 Equity and Performance Incentive Plan, (b) the Companys 2009 Equity and Performance Incentive Plan and (c) the Georgia Gulf Corporation Second Amended and Restated 2002 Equity and Performance Incentive Plan. Company Superior Proposal means a Company Takeover Proposal that if (a) consummated would result in a third party (or in the case of a direct merger between such third party and the Company, the stockholders of such third party) acquiring, directly or indirectly, more than 50% of the voting power of the Company Common Stock or all or a majority of the assets of the Company and its Subsidiaries, taken as a whole, and (b) the Company Board determines, after consultation with legal and financial advisor, (taking into account any changes to this Agreement proposed by Parent in response to a Company Takeover Proposal) is more favorable to the stockholders of the Company than the Merger. Company Takeover Proposal means (a) any inquiry, proposal or offer for or with respect to a merger, consolidation, business combination, recapitalization, reorganization, exchange or tender offer, binding share exchange, joint venture, dissolution or other similar transaction (including an extraordinary dividend) involving the Company or any of its Subsidiaries, (b) any inquiry, proposal or offer to acquire in any manner, directly or indirectly, more than 20% of the outstanding Company Common Stock or other securities or Rights of the Company representing more than 20% of the voting power of the Company, or (c) any inquiry, proposal or offer to acquire in any manner (including the acquisition of stock in any Subsidiary of the Company), directly or indirectly, assets or businesses of the Company or its Subsidiaries representing more than 20% of the consolidated assets, revenues or net income of the Company, in each case, other than the Merger. Contract means any agreement, lease, sublease, license, contract, note, bond, mortgage, indenture, deed of trust, franchise, concession, arrangement, obligation or other legally binding arrangement (whether written or oral). Covered Deferred Compensation Plans means (a) the Eagle US 2, LLC Deferred Compensation Plan (For Post-2004 Deferrals) (Amended and Restated), (b) the Eagle US 2, LLC Nonqualified Retirement Plan, (c) the Axiall Corporation Deferred Compensation Plan (Amended and Restated as of January 1, 2012), (d) the Eagle US 2, LLC Deferred Compensation Plan (For Pre-2005 Deferrals) (Amended and Restated) and (e) the Axiall Supplemental Executive Retirement Plan. Credit Agreements means (i) the Credit Agreement, dated as of February 27, 2015, by and among Axiall Holdco, Inc., as the borrower, Barclays Bank plc, as administrative agent, and the other financial institutions party thereto (the Revolver); and (ii) the Second Amended and Restated Credit Agreement, dated as of December 17, 2014, by and among Axiall Corporation, Eagle Spinco Inc. and Royal Group, Inc., as the borrowers, the other Persons party thereto that are designated as credit parties, General Electric Capital Corporation, as a lender, export-related loan lender and swingline lender, and as administrative agent, and the other financial institutions party thereto. Encumbrance means any security interest, pledge, mortgage, lien, charge, hypothecation, option to purchase or lease or otherwise acquire any interest, conditional sales agreement, adverse claim of ownership or use, title defect, easement, right of way, or other encumbrance of any kind. Environmental Laws means all Laws relating to (a) the protection of the environment, including the ambient air, soil, surface water, groundwater, surface land, subsur

Certain Terms Defined from Agreement and Plan of Merger Among

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of June 10, 2016, among Westlake Chemical Corporation, a Delaware corporation (Parent), Lagoon Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), and Axiall Corporation, a Delaware corporation (the Company).

Certain Terms Defined. The following terms will have the meanings set forth below for purposes of this Agreement when used herein with initial capital letters: Acceptable Confidentiality Agreement means any confidentiality agreement that contains customary confidentiality provisions as determined by the Company in good faith to be no less restrictive of, or more favorable to, the third party that is party to such agreement and its Affiliates and Representatives than the terms set forth in the Confidentiality Agreement are to Parent and its Affiliates and Representatives. Action means any claim, action, suit or proceeding or investigation by or before any Governmental Entity. Affiliates has the meaning set forth in Rule 12b-2 of the Exchange Act. Agreed means agreed in writing by Parent and the Company. Award Exchange Ratio means the quotient obtained by dividing (a) the amount of the Merger Consideration by (b) the volume weighted average trading price of Parent Common Stock for the five consecutive trading days ending on the trading day immediately preceding the Closing Date. Business Day means any day other than a Saturday, Sunday or a day on which banks in New York, New York are authorized or obligated by Law or Order to close. Code means the Internal Revenue Code of 1986, as amended. Company Stock Plans means (a) the Companys 2011 Equity and Performance Incentive Plan, (b) the Companys 2009 Equity and Performance Incentive Plan and (c) the Georgia Gulf Corporation Second Amended and Restated 2002 Equity and Performance Incentive Plan. Company Superior Proposal means a Company Takeover Proposal that if (a) consummated would result in a third party (or in the case of a direct merger between such third party and the Company, the stockholders of such third party) acquiring, directly or indirectly, more than 50% of the voting power of the Company Common Stock or all or a majority of the assets of the Company and its Subsidiaries, taken as a whole, and (b) the Company Board determines, after consultation with legal and financial advisor, (taking into account any changes to this Agreement proposed by Parent in response to a Company Takeover Proposal) is more favorable to the stockholders of the Company than the Merger. Company Takeover Proposal means (a) any inquiry, proposal or offer for or with respect to a merger, consolidation, business combination, recapitalization, reorganization, exchange or tender offer, binding share exchange, joint venture, dissolution or other similar transaction (including an extraordinary dividend) involving the Company or any of its Subsidiaries, (b) any inquiry, proposal or offer to acquire in any manner, directly or indirectly, more than 20% of the outstanding Company Common Stock or other securities or Rights of the Company representing more than 20% of the voting power of the Company, or (c) any inquiry, proposal or offer to acquire in any manner (including the acquisition of stock in any Subsidiary of the Company), directly or indirectly, assets or businesses of the Company or its Subsidiaries representing more than 20% of the consolidated assets, revenues or net income of the Company, in each case, other than the Merger. Contract means any agreement, lease, sublease, license, contract, note, bond, mortgage, indenture, deed of trust, franchise, concession, arrangement, obligation or other legally binding arrangement (whether written or oral). Covered Deferred Compensation Plans means (a) the Eagle US 2, LLC Deferred Compensation Plan (For Post-2004 Deferrals) (Amended and Restated), (b) the Eagle US 2, LLC Nonqualified Retirement Plan, (c) the Axiall Corporation Deferred Compensation Plan (Amended and Restated as of January 1, 2012), (d) the Eagle US 2, LLC Deferred Compensation Plan (For Pre-2005 Deferrals) (Amended and Restated) and (e) the Axiall Supplemental Executive Retirement Plan. Credit Agreements means (i) the Credit Agreement, dated as of February 27, 2015, by and among Axiall Holdco, Inc., as the borrower, Barclays Bank plc, as administrative agent, and the other financial institutions party thereto (the Revolver); and (ii) the Second Amended and Restated Credit Agreement, dated as of December 17, 2014, by and among Axiall Corporation, Eagle Spinco Inc. and Royal Group, Inc., as the borrowers, the other Persons party thereto that are designated as credit parties, General Electric Capital Corporation, as a lender, export-related loan lender and swingline lender, and as administrative agent, and the other financial institutions party thereto. Encumbrance means any security interest, pledge, mortgage, lien, charge, hypothecation, option to purchase or lease or otherwise acquire any interest, conditional sales agreement, adverse claim of ownership or use, title defect, easement, right of way, or other encumbrance of any kind. Environmental Laws means all Laws relating to (a) the protection of the environment, including the ambient air, soil, surface water, groundwater, surface land, subsur

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of August 8, 2015, by and among Berkshire Hathaway Inc., a Delaware corporation ("Parent"), NW Merger Sub Inc., an Oregon corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Precision Castparts Corp., an Oregon corporation (the "Company").

Certain Terms Defined. The following terms shall have the meanings set forth below for purposes of this Agreement: "Action" means any claim, action, suit, proceeding or investigation by or before any Governmental Entity. "Affiliates" has the meaning set forth in Rule 12b-2 of the Exchange Act. "Associate" means, with respect to any party, (a) any entity of which such Person is a director, officer or partner or is, directly or indirectly, the owner of 10% or more of any class of equity securities, (b) any trust or other estate in which such Person has a substantial beneficial interest (which, for the avoidance of doubt, includes percentage beneficial interests equal to or greater than 20%), or as to which such Person serves as trustee or in a similar fiduciary capacity, (c) any relative or spouse of such Person, or any relative of such spouse, who has the same residence as such Person or who is a director or officer of the Company or any of its subsidiaries and (d) any Person who is a director or officer of such specified entity or any of its parents or subsidiaries (other than the Company or an entity controlled by or under common control with the Company). "Business Day" means any day other than a Saturday, Sunday or a day on which banks in New York, New York are authorized or obligated by Law or Order to close. "Code" means the Internal Revenue Code of 1986, as amended. "Company Stock Plans" means, collectively, the Company's 1994 Stock Incentive Plan, the Company's 1999 Nonqualified Stock Option Plan and the Company's 2001 Stock Incentive Plan. "Encumbrance" means any security interest, pledge, mortgage, lien, charge, hypothecation, option to purchase or lease or otherwise acquire any interest, conditional sales agreement, adverse claim of ownership or use, title defect, easement, right of way, or other encumbrance of any kind. "Environmental Laws" means all Laws relating to the protection of the environment, including the ambient air, soil, surface water or groundwater, or relating to the protection of human health from exposure to Materials of Environmental Concern. "Environmental Permits" means all permits, licenses, registrations, and other authorizations required under applicable Environmental Laws. "Indebtedness" of any Person means (a) all indebtedness for borrowed money, (b) any other indebtedness which is evidenced by a note, bond, debenture or similar instrument and (c) all obligations under capital leases. "Intellectual Property Rights" means (i) patents and patent applications, together with all reissues, continuations, continuations-in-part, divisionals, provisionals, extensions and reexaminations thereof, (ii) trademarks, service marks, logos, trade names, trade dress, including all goodwill associated therewith, and all applications, registrations and renewals thereof, (iii) copyrights and copyrightable works and all applications and registrations thereof, (iv) inventions and discoveries (whether patentable or not), industrial designs, trade secrets, confidential information and know-how, (v) computer software (including databases and related documentation), (vi) web site addresses and Internet domain names, and registrations therefor, (vii) moral and economic rights of authors and inventors and (viii) all other similar proprietary rights whether now known or hereafter recognized in any jurisdiction. "Intervening Event" means any material event or development or material change in circumstances with respect to the Company and its Subsidiaries, taken as a whole, that (i) was neither known by nor reasonably foreseeable to the Company Board as of or prior to the date hereof and (ii) does not relate to (A) any Takeover Proposal, or (B) clearance of the Merger or satisfaction of any waiting period under any Antitrust Laws. "IRS" means the Internal Revenue Service. "Knowledge" means (i) with respect to Parent, the actual knowledge (without independent inquiry or investigation) of the Chief Executive Officer and Chief Financial Officer of Parent and (ii) with respect to the Company, the actual knowledge (without independent inquiry or investigation) of the following executive officers of the Company: Chairman and Chief Executive Officer; Chief Financial Officer; and General Counsel. "Law" means any law, statute, code, ordinance, regulation or rule of any Governmental Entity. "Leased Real Property" means all material real property leased or subleased (whether as a tenant or subtenant) by the Company or any Subsidiary of the Company. "Material Adverse Effect" means, with respect to the Company, a material adverse effect on (i) the ability of the Company to consummate the Merger, or (ii) the business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole, except to the extent such material adverse effect under this clause (ii) results from (A) any changes in general United States or global economic conditions, (B) any changes in conditions generally affecting any of the industr

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of March 15, 2015, by and among Helpful Technologies Inc., a Florida corporation ("Parent"), HAC Patents MERGING SUB, a Florida limited liability company and wholly owned subsidiary of Parent (the "Merging Sub") and Helpful Alliance Company, a Florida corporation ("Company")

Certain Terms Defined. The following terms shall have the meanings set forth below for purposes of this Agreement: "Action" means any claim, action, suit, proceeding or investigation by or before any Governmental Entity. "Affiliates" has the meaning set forth in Rule 12b-2 of the Exchange Act. "Business Day" means any day other than a Saturday, Sunday or a day on which banks in New York, New York are authorized or obligated by Law or Order to close. "Code" means the Internal Revenue Code of 1986, as amended.

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 31, 2015, by and among Duke Acquisition Holdings, LLC, a Delaware limited liability company (Parent), Duke Acquisition, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), MacDermid Americas Acquisitions Inc., a Delaware corporation (Carve-out Buyer), and OM Group, Inc., a Delaware corporation (the Company).

Certain Terms Defined. The following terms shall have the meanings set forth below for purposes of this Agreement: Acceptable Confidentiality Agreement means any confidentiality agreement between the Company and the Person making the Company Takeover Proposal having provisions substantially similar to and on the terms no less favorable to the Company than the provisions of the Confidentiality Agreement (including, for the avoidance of doubt, standstill provisions no less favorable to the Company than those contained in the Confidentiality Agreement). Action means any and all claims (including any cross-claim or counterclaim), causes of action, suits, charges, complaints, litigation, demands, arbitration, proceedings (including any civil, criminal, administrative, investigative or appellate proceeding), hearings, inquiries, investigations, audits and disputes, whenever or however arising. Affiliate means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise; provided, that (other than in the case of the definition of Parent Non-Recourse Persons, ARTICLE IX and Section 10.11) that in no event shall Parent, Merger Sub or any of its Subsidiaries be considered an Affiliate of any portfolio company or investment fund (excluding investment funds focused on private equity) affiliated with Apollo Global Management, LLC, nor shall any portfolio company or investment fund (excluding investment funds focused on private equity) affiliated with Apollo Global Management, LLC, be considered to be an Affiliate of Parent, Merger Sub or any of its Subsidiaries. For the avoidance of doubt, following the Closing, Affiliates of Carve-out Buyer shall include those entities comprising the SC Business acquired by Carve-out Buyer pursuant to the Carve-out Transaction. Anti-Corruption Laws means all applicable Laws related to anti-corruption, anti-bribery and anti-money laundering. AO Business means the specialty functional additives and chemicals business operated and conducted by the Company and its Subsidiaries and the assets held by the Company and its Subsidiaries used or held for use in connection therewith. Business means the business of the Company and its Subsidiaries, taken as a whole, as of the date hereof. Business Day means any day other than a Saturday, Sunday or a day on which banks in New York, New York are authorized or obligated by Law or Order to close. Canadian Subsidiaries means EaglePicher Energy Products ULC and OMG Belleville Limited. Carve-out Buyer Material Adverse Effect means an event or effect that prevents or materially delays or materially impairs the ability of Carve-out Buyer to consummate the Transactions (other than the Merger) and the Carve-out Transaction. Carve-out Buyer Non-Recourse Persons means Carve-out Buyer, Guarantor P, Carve-out Buyers Financing Sources or any other financing source of Carve-out Buyer or Guarantor P, or, in each case, any of their respective affiliates, and any of their respective former, current or future, direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners, attorneys, advisors or other Representatives, or any of their respective successors or assigns. Carve-out Buyer Specified Approvals means those approvals that relate to Transaction set forth as items 5 (United States), 8 (Germany) and 1 (China) on Section 11.2 of the Company Disclosure Letter. Carve-out Buyer Transaction Documents means, collectively, this Agreement, the Carve-out Buyer Debt Commitment Letter, the Limited Guaranty, the Carve-out Purchase Agreement, the Interim Agreement and any other documents, instruments and agreements contemplated hereby or thereby. Carve-out Purchase Agreement means the Purchase and Separation Agreement, dated the date hereof, between Carve-out Buyer and Parent. COB Expenses means reasonable and documented out of pocket fees and expenses incurred by Carve-Out Buyer and its respective Affiliates in connection with this Agreement and the Transactions (including all fees and expenses of Financing Sources, counsel, accountants, investment banks, advisors and consultants to Carve-Out Buyer), up to $7,500,000. Code means the Internal Revenue Code of 1986, as amended. Company Acquisition Agreement means any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Company Takeover Proposal; provided, that for purposes of this definition, an Acceptable Confidentiality Agreement shall not be deemed to be a Company Acquisition Agreement. Company Expenses means the reasonable and documented out of pocket fees

Certain Terms Defined from Agreement and Plan of Merger Among

This AGREEMENT AND PLAN OF MERGER ("Agreement"), dated April 22, 2015 ("Signing Date"), is among BSREP II Aries Pooling LLC, a Delaware limited liability company ("Parent"), BSREP II Aries DE Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), and Associated Estates Realty Corporation, an Ohio corporation (the "Company").

Certain Terms Defined. Each of the following terms has the meaning set forth below for purposes of this Agreement:"Acceptable Confidentiality Agreement" means any confidentiality agreement that contains customary confidentiality and standstill provisions, in each case, not less favorable to the Company than those set forth in the Confidentiality Agreement, provided that such confidentiality agreement shall not be required to restrict the submission of a Company Takeover Proposal to the Company Board on a confidential basis. "Action" means any claim, action, suit, arbitration or proceeding by or before any Governmental Entity."Affiliates" has the meaning set forth in Rule 12b-2 of the Exchange Act."Business Day" means any day other than a Saturday, Sunday or a day on which banks in New York, New York are authorized or obligated by Law or Order to close.CLI-202375011v3"Code" means the Internal Revenue Code of 1986, as amended."Company Stock Awards" means outstanding Options, Performance Restricted Shares and Restricted Shares granted under the Company Stock Plans and Deferred Share Units deferred under the Deferred Compensation Plan."Company Stock Plans" means the Company's 2001 Equity-Based Award Plan, 2008 Equity-Based Award Plan and 2011 Equity-Based Award Plan, in each case as amended from time to time."Company Superior Proposal" means a Company Takeover Proposal (i) that if consummated would result in a third party (or in the case of a direct merger between such third party and the Company, the shareholders of such third party) acquiring, directly or indirectly, more than 90% of the voting power of the Company Common Shares or all or substantially all the assets of the Company and its Subsidiaries, taken as a whole, for consideration consisting of cash, securities or both, (ii) that is reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal, including all conditions contained therein, and (iii) that the Company Board determines in good faith, after consultation with legal counsel and its financial advisors (taking into account any changes to this Agreement proposed by Parent in response to a Company Takeover Proposal), is more favorable from a financial point of view to the shareholders of the Company than the consideration to be received by the shareholders of the Company in the Merger."Company Takeover Proposal" means (i) any inquiry, proposal or offer for or with respect to a merger, consolidation, business combination, recapitalization, reorganization, exchange offer, tender offer, binding share exchange, joint venture, dissolution or other similar transaction involving the Company, (ii) any inquiry, proposal or offer to acquire in any manner, directly or indirectly, more than 20% of the outstanding Company Common Shares, or (iii) any inquiry, proposal or offer to acquire in any manner (including the acquisition of stock in any Subsidiary of the Company), directly or indirectly, assets or businesses of the Company or its Subsidiaries representing more than 20% of the consolidated assets, revenues or net income of the Company, in each case, other than the Merger. "Compliant" shall mean with respect to the Required Financial Information, that (a) such Required Financial Information, when taken as a whole (including any supplements and updated provided from time to time), does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements in such Required Financial Information, in light of the circumstances under which they were made, not materially misleading and (b) the Company's auditors have not withdrawn any audit opinion with respect to any audited financial information contained in the Required Financial Information."Contract" means any agreement, lease, sublease, license, contract, note, bond, mortgage, indenture, deed of trust, franchise, concession, arrangement, obligation or other legally binding arrangement (whether written or oral).CLI-202375011v3"Encumbrance" means any security interest, pledge, mortgage, deed of trust, lien, charge, hypothecation, lease, infringement, encroachment, restriction, right of first refusal, right of first offer, transfer restriction, any other adverse right or interest, or option to purchase or otherwise acquire any interest, conditional sales agreement, adverse claim of ownership or use, title defect, easement, right of way or other encumbrance of any kind."Environmental Laws" means all Laws relating to pollution, the protection or cleanup of the environment, including the ambient air, soil, surface water or groundwater, natural resources, the management, generation, labeling, use, treatment, storage, transportation, handling, disposal or release of Materials of Environmental Concern or relating to the protection of human health from exposure to Materials of Environmental Concern."Environmental Permits" means all Company Permits, registrations and

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 1, 2014, by and among MRGB Hold Co., a Delaware corporation (Parent), MRVK Merger Co., an Ohio corporation and a wholly owned subsidiary of Parent (Merger Sub), and R.G. Barry Corporation, an Ohio corporation (the Company).

Certain Terms Defined. The following terms shall have the meanings set forth below for purposes of this Agreement: Acceptable Confidentiality Agreement means a non-disclosure, non-solicit and standstill agreement that contains non-disclosure, non-solicit and standstill provisions that are no less favorable to the Company than those contained in the Confidentiality Agreement, and which does not prohibit the Company from complying with its obligations pursuant to Section 5.2. Action means any arbitration, claim, action, suit, proceeding (whether at law, in equity, in contract in tort or otherwise) or other investigation, including any of the foregoing conducted by or before any Governmental Entity. Affiliates has the meaning set forth in Rule 12b-2 of the Exchange Act. Business Day means any day other than a Saturday, Sunday or a day on which banks in New York City are authorized or obligated by Law or Order to close. Change in Recommendation means any instance where the Company Board, directly or indirectly, (a) withdraws, withholds, qualifies, amends or modifies in a manner adverse to Parent or Merger Sub, or publicly proposes or resolves to withhold, withdraw, qualify or modify in a manner adverse to Parent or Merger Sub, the Company Recommendation, (b) fails to include, or publicly proposes not to include, the Company Recommendation in the Proxy Statement or makes any public statement inconsistent with the Company Recommendation, (c) approves, endorses or recommends, or proposes publicly to approve, endorse or recommend, any Takeover Proposal, (d) fails to publicly reaffirm the Company Recommendation within 48 hours after Parent so requests in writing in response to a Takeover Proposal that has been publicly made or publicly disclosed or announced and not withdrawn, or (e) or agrees, approves, recommends or resolves to do any of the foregoing. Code means the Internal Revenue Code of 1986, as amended. Company Acquisition Agreement means any merger agreement, letter of intent, option agreement, joint venture agreement, partnership agreement, term sheet, agreement in principle, acquisition agreement or similar agreement (other than an Acceptable Confidentiality Agreement) providing for or relating to a Takeover Proposal or Superior Proposal. Company Employees means the employees of the Company and its Subsidiaries. Company Share Plans means the R.G. Barry Corporation Amended and Restated 2005 Long-Term Incentive Plan, as amended as of October 29, 2009, the R.G. Barry Corporation 1997 Incentive Stock Plan, as amended as of May 13, 1999, the R.G. Barry Corporation 2002 Stock Incentive Plan, and the R.G. Barry Corporation Amended and Restated Deferral Plan, effective as of October 28, 2008. Encumbrance means any security interest, pledge, mortgage, lien, charge, hypothecation, option to purchase or lease or otherwise acquire any interest, conditional sales agreement, adverse claim of ownership or use, title defect, easement, right of way, or other encumbrance of any kind. Environmental Laws means all Laws relating to the protection of the environment, including the ambient air, soil, surface water or groundwater, or relating to the protection of human health from exposure to Materials of Environmental Concern. Environmental Permits means all permits, licenses, registrations, and other authorizations required under applicable Environmental Laws. Employee Pension Benefit Plan means any Company Plan that is an employee pension benefit plan under Section 3(2) of ERISA. ERISA Affiliate means, with respect to any Person, any trade or business, whether or not incorporated, that together with such Person would be deemed a single employer within the meaning of Section 414 of the Code. Excluded Party means any Person or group of Persons from whom the Company or any of its Representatives has received prior to the Go-Shop Period End Date a written Takeover Proposal which did not arise in connection with a breach of Section 5.2 and which the Company Board determines in good faith (such determination to be made no later than 48 hours after the Go-Shop Period End Date), after consultation with outside legal counsel and its Financial Advisor, is or could reasonably be expected to result in a Superior Proposal; provided, however (a) any Person shall immediately and irrevocably cease to be an Excluded Party if, at any time after the Go-Shop Period End Date, the Takeover Proposal submitted by such Person is withdrawn or terminated, or (b) any group of Persons shall immediately and irrevocably cease to be an Excluded Party if, at any time after the Go-Shop Period End Date, those Persons who were members of such group immediately prior to the Go-Shop Period End Date cease to constitute at least fifty percent (50%) of the equity financing of such group. Indebtedness of any Person means (a) all indebtedness for borrowed money, (b) any other indebtedness which is evidenced by a note, bond, debenture or similar instrument and (c) all obligations under finan

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of March 30, 2014, by and among Apex Restaurant Management, Inc., a California corporation ("Parent"), Apex Brands Foods, Inc., an Ohio corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Morgan's Foods, Inc., an Ohio corporation (the "Company").

Certain Terms Defined. The following terms shall have the meanings set forth below for purposes of this Agreement: "Action" means any claim, action, suit, complaint, petition, proceeding or investigation by or before any Governmental Entity or Person, whether at law, in equity, in arbitration or otherwise. "Affiliates" has the meaning set forth in Rule 12b-2 of the Exchange Act. "Business Day" means any day other than a Saturday, Sunday or a day on which banks in New York, New York are authorized or obligated by Law or executive Order to close. "Company Superior Proposal" means a Company Takeover Proposal that the Company Board determines in good faith, after consultation with counsel and its financial advisor and taking into account all legal, financial and regulatory and other aspects of the Company Takeover Proposal, the person making the Company Takeover Proposal and all relevant material terms of such Company Takeover Proposal and this Agreement (including any changes to this Agreement proposed by Parent in response to a Company Takeover Proposal), is more favorable to the shareholders of the Company than the Merger and the other transactions contemplated by this Agreement. "Company Takeover Proposal" means (i) any inquiry, proposal or offer for a merger, consolidation, business combination or other similar transaction involving the Company, (ii) any inquiry, proposal or offer to acquire in any manner, directly or indirectly, more than 25 percent of the outstanding Common Shares or (iii) any inquiry, proposal or offer to acquire in any manner, directly or indirectly, assets of the Company or its Subsidiaries representing more than 25 percent of the consolidated assets of the Company, in each case, other than the transactions contemplated by this Agreement. "Encumbrance" means any security interest, pledge, mortgage, lien, charge, hypothecation, option to purchase or lease or otherwise acquire any interest, conditional sales agreement, adverse claim of ownership or use, title defect, easement, right of way, or other encumbrance of any kind. "Enforceability Exceptions" means (i) any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors' rights generally and (ii) general principles of equity. "Environmental Laws" means all Laws relating to the protection of the environment, including the ambient air, soil, surface water or groundwater, or relating to the protection of human health from exposure to Materials of Environmental Concern in effect up through the date of Closing. "Environmental Permits" means all permits, licenses, registrations, and other authorizations required under applicable Environmental Laws. "ERISA" means the Employment Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder. "Exchange Act" means the Securities Exchange Act of 1934, as amended.

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of March 20, 2014, by and among The PAWS Pet Company, Inc., an Illinois corporation ("Parent"), PDC INC, a Nevada corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Pharmacy Development Corp., a California corporation (the "Company").

Certain Terms Defined. The following terms shall have the meanings set forth below for purposes of this Agreement: "Action" means any claim, action, suit, proceeding or investigation by or before any Governmental Entity. "Affiliates" has the meaning set forth in Rule 12b-2 of the Exchange Act. "Business Day" means any day other than a Saturday, Sunday or a day on which banks in New York, New York are authorized or obligated by Law or Order to close. "Code" means the Internal Revenue Code of 1986, as amended. "IRS" means the Internal Revenue Service. "Knowledge" means (i) with respect to Parent, the actual knowledge (without independent inquiry or investigation) of the officers of Parent and (ii) with respect to the Company, the actual knowledge (without independent inquiry or investigation) of the officers of the Company. "Law" means any law, statute, code, ordinance, regulation or rule of any Governmental Entity. "Material Adverse Effect" means, with respect to the Company, a material adverse effect on (i) the ability of the Company to consummate the Merger, or (ii) the business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole, except to the extent such material adverse effect under this clause (ii) results from (A) any changes in general United States or global economic conditions, (B) any changes in conditions generally affecting any of the industries in which the Company and its Subsidiaries operate, except to the extent such changes in conditions have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to others in such industries, (C) any decline in the market price of the Common Stock, (D) regulatory, legislative or political conditions or securities, credit, financial or other capital markets conditions, in each case in the United States or any foreign jurisdiction, except to the extent such conditions have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to others in the industries in which the Company and any of its Subsidiaries operate, (E) any failure, in and of itself, by the Company to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period (it being understood that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been or will be a Material Adverse Effect), (F) the execution and delivery of this Agreement or the public announcement or pendency of the Merger or any of the other Transactions, including the impact thereof on the relationships, contractual or otherwise, of the Company or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners, (G) any change in applicable Law, regulation or GAAP (or authoritative interpretations thereof), (H) geopolitical conditions, the outbreak or escalation of hostilities, any acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism threatened or underway as of the date of this Agreement, except to the extent such conditions or event have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to others in the industries in which the Company and any of its Subsidiaries operate, or (I) any hurricane, tornado, flood, earthquake or other natural disaster, except to the extent such events have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to others in the industries in which the Company and any of its Subsidiaries operate.

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of July 16, 2013, by and among Sunny Optics, Inc., a Delaware corporation (Parent), Sunny Optics Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and Meade Instruments Corp., a Delaware corporation (the Company).

Certain Terms Defined. The following terms shall have the meanings set forth below for purposes of this Agreement: Acquisition Proposal means, other than the Transactions, any offer or proposal from any Third Party relating to (i) any acquisition, purchase, lease or license, direct or indirect, of 15% or more of the consolidated assets of the Company and its Subsidiaries or 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company (other than in the ordinary course of business), (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such Third Party beneficially owning 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company or (iii) any merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company. Action means any claim, action, suit, proceeding, arbitration, mediation or investigation by or before any Governmental Entity. Affiliate has the meaning set forth in Rule 12b-2 of the Exchange Act. Aggregate Consideration means the sum of all of the Merger Consideration, the Option Consideration and the Company Restricted Share Consideration required to be paid hereunder for all Shares, Options and Restricted Shares. Business Day means any day other than a Saturday, Sunday or federal holiday. Company Business means the business of the Company as presently conducted. Company Charter Documents means the Certificate of Incorporation of the Company, as amended to date, and the Bylaws of the Company, as amended to date. Company SEC Document means all forms, reports, statements, certifications and other documents required to be filed by it with the SEC under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing). Company Stock Plans collectively means (a) the Companys Amended and Restated 1997 Stock Incentive Plan, (b) the Companys Amended and Restated 2008 Stock Incentive Plan, and (c) the Stand-Alone Stock Option Agreement for Common Stock for Steven G. Murdock. Contract means any written or oral legally binding contract, agreement, instrument, arrangement, commitment, understanding or undertaking (including leases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts and purchase orders). Credit Facility means that certain Financing Agreement dated December 28, 2012 between the Company and Rosenthal & Rosenthal, Inc., a New York corporation. DGCL means the General Corporation Law of the State of Delaware, as in effect as of the date hereof and at the Effective Time, as applicable. Dodd-Frank Act means the DoddFrank Wall Street Reform and Consumer Protection Act of 2010, as amended. DOJ means the U.S. Department of Justice. Encumbrance means any security interest, pledge, mortgage, lien, charge, hypothecation, option to purchase or lease or otherwise acquire any interest, conditional sales agreement, adverse claim of ownership or use, title defect, easement, right of way, or other encumbrance of any kind. Environmental Laws means all Laws relating to the protection of the environment, worker health and safety, and/or governing the handling, use, generation, treatment, storage, transportation, disposal, manufacture, distribution, formulation, packaging, labeling, or Release of or exposure to Materials of Environmental Concern including the ambient air, soil, surface water or groundwater, or relating to the protection of human health from exposure to Materials of Environmental Concern. Environmental Permits means all permits, licenses, registrations, and other authorizations required under applicable Environmental Laws. Equity Interests means all Shares, Company Restricted Shares, and Options (whether vested or unvested). Exchange Act means the Securities Exchange Act of 1934, as amended. Expenses includes all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, experts and consultants to a party hereto and its Affiliates) incurred by a party or on its behalf in connection with or related to any of the authorization, preparation, negotiation, execution and performance of this Agreement and the Transactions and, in the case of Parent and Merger Sub, the due diligence investigation of the Company and its Subsidiaries. Immediate Family means, with respect to any specified individual, such individuals spouse, parents, children, and siblings, or any other relative of such indiv