J.P. Morgan Uses in Definitions Clause

Definitions from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (this Agreement), is entered into on January 12, 2017 (the Effective Date), by and among Sanchez Energy Corporation, a Delaware corporation (SN); SN UR Holdings, LLC, a Delaware limited liability company (SN GP Member) SN EF UnSub Holdings, LLC, a Delaware limited liability company (Common Unit Purchaser); SN EF UnSub, LP, a Delaware limited partnership (the Partnership); SN EF UnSub GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner); GSO ST Holdings Associates LLC, a Delaware limited liability company (GSO Associates); and GSO ST Holdings LP, a Delaware limited partnership (Preferred Unit Purchaser and, together with Common Unit Purchaser, collectively, the Purchasers). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in accordance with Article I.

Definitions. As used in this Agreement, the following terms have the meanings indicated: Acquired Properties means the properties, assets and rights to be acquired, directly or indirectly, by the Partnership from Anadarko at the Closing (as such term is defined in the APC/KM PSA) pursuant to the UnSub Assignment (as such term is defined in the APC/KM PSA) in the form attached as Exhibit C-2 to the APC/KM PSA. Affiliate of any Person means any other Person, directly or indirectly, Controlling, Controlled by or under common Control with such particular Person. For purposes of this Agreement, (i) The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P. shall not be considered or otherwise deemed to be an Affiliate of GSO or its Affiliates that are part of the credit-related businesses of The Blackstone Group L.P., but any fund or account managed, advised or sub-advised by or Controlled by GSO or its Affiliates within the credit-related businesses of The Blackstone Group L.P. shall constitute an Affiliate of GSO, and (ii) none of GSO or its Affiliates or any fund or account managed, advised or sub-advised by or Controlled by GSO or its Affiliates shall constitute an Affiliate of the Partnership or the General Partner. Agreement has the meaning set forth in the introductory paragraph of this Agreement. Anadarko means Anadarko Onshore and Kerr-McGee Oil and Gas Onshore LP, a Delaware limited partnership. Anadarko Closing means the issuance and sale of the Common Units and the Preferred Units to the Common Unit Purchaser and the Preferred Unit Purchaser, respectively, in consideration for the Common Unit Funding Amount and the Preferred Unit Anadarko Funding Amount, respectively, in accordance with Section 2.01(a). Anadarko Closing Date means the date that is the Closing Date, as such term is defined in the APC/KM PSA. Anadarko Onshore means Anadarko E&P Onshore LLC, a Delaware limited liability company. APC/KM PSA means that certain Purchase and Sale Agreement among Anadarko E&P Onshore LLC, Kerr-McGee Oil and Gas Onshore LP, SN Maverick, the Partnership and Blackstone Newco, dated January 12, 2017, an executed copy of which is attached as Exhibit F hereto. Basic Documents means, collectively, this Agreement, the Partnership Agreement, the GP LLC Agreement, the APC/KM PSA, the [redacted] PSA if such document is executed, the Management Services Agreement, the Joint Development Agreement, the Hydrocarbons Marketing Agreement, the Warrant Agreement, the Registration Rights Agreement, the Equity Commitment Letters, the SN Letter Agreement, the definitive documents relating to the Credit Facility and the Senior Debt, if any, the Voting Agreement, the Non-Solicitation Agreement and the Drilling Commitment Agreement. Blackstone means The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P. Blackstone Newco means Aguila Production, LLC, a Delaware limited liability company. Business Day means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Houston, Texas. Buyer Party and Buyer Parties have the meaning set forth in the APC/KM PSA. Citi means Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America Inc. and/or any of their Affiliates. Class A Common Interests has the meaning assigned to such term in Section 2.01(b). Class B Common Interests has the meaning assigned to such term in Section 2.01(b). Closing Notice means a written notice prepared and delivered by SN to the Preferred Unit Purchaser not less than thirteen (13) Business Days prior to the Anadarko Closing Date, which notice shall specify (i) if there will be Separate Closings, the Preferred Unit Anadarko Funding Amount in the Anadarko Closing that occurs in a Separate Closing (which amount shall be $500.0 million) and shall include wiring instructions for receipt of such Preferred Unit Anadarko Funding Amount and (ii) if there will be a Dual Closing, the Preferred Unit Anadarko Funding Amount in such Dual Closing and the Preferred Unit [redacted] Funding Amount in such Dual Closing (which combined amount shall be determined by SN, but shall not exceed $800.0 million and shall not be less than $700.0 million) and shall include wiring instructions for receipt of the Preferred Unit Anadarko Funding Amount and the Preferred Unit [redacted] Funding Amount, and in all cases, the Closing Notice shall be subject to deemed adjustment with respect to any Initial Debt Replacement Units in accordance with Secti

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT dated January 9, 2017 (this Agreement) is entered into by and among U.S. Concrete, Inc., a Delaware corporation (the Company), the guarantors listed in Schedule 1 hereto (the Initial Guarantors), and J.P. Morgan Securities LLC (J.P. Morgan), as sole initial purchaser party to the Purchase Agreement (as defined below).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Guarantor shall mean any subsidiary of the Company that executes a Guarantee under the Indenture after the date of this Agreement. Base Indenture shall mean the Indenture dated June 7, 2016 among the Company, the guarantors party thereto, and U.S. Bank National Association, as trustee. 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. 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. First Supplemental Indenture shall mean the supplemental indenture no. 1 to the Base Indenture, dated as of as of October 12, 2016 among the Company, the guarantors party thereto, and U.S. Bank National Association, as trustee. 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. Guarantees shall mean, as the context may require, the guarantees of the Securities and guarantees of the Exchange Securities by the Guarantors under the Indenture. Guarantors shall mean the Initial Guarantors, any Additional Guarantors and any Guarantors successor that Guarantees the Securities. Holders shall mean J.P. Morgan, for so long as it own any Registrable Securities, and each of its 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 Base Indenture, as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, and as the same may be amended and further supplemented from time to time in accordance with the terms thereof. 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. J.P. Morgan shall have the meaning set forth in the preamble. June 2016 Exchange Offer shall mean the Exchange Offer as defined in the June 2016 Registration Rights Agreement. June 2016 Exchange Securities shall mean the Exchange Securities as defined in the June 2016 Registration Rights Agreement. June 2016 Registration Rights Agreement shall mean the Registration Rights Agreement dated June 7, 2016, by and among the Company, the guarantors party thereto and J.P. Morgan. 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 (within the meaning of Rule 405 under the Securities Act) 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

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT dated December 21, 2016 (this Agreement) is entered into by and among Antero Resources Corporation, a Delaware corporation (the Company), the guarantors listed in Schedule 1 hereto (the Initial Guarantors), and J.P. Morgan Securities LLC (J.P. Morgan), as representative of the several initial purchasers listed in Schedule 1 of the Purchase Agreement (collectively, the Initial Purchasers).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Guarantor shall mean any subsidiary of the Company that provides a Guarantee of the Securities under the Indenture after the date of this Agreement. Agreement shall have the meaning set forth in the preamble. 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, and the rules and regulations of the SEC promulgated thereunder. 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) under the Securities Act with respect to the Exchange Offer 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. Guarantees shall mean, collectively, the guarantees of the Securities and guarantees of the Exchange Securities by the Guarantors under the Indenture. Guarantors shall mean, collectively, the Initial Guarantors, any successors thereof and any Additional Guarantors. 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 December 21, 2016, among the Company, the Initial Guarantors and Wells Fargo Bank, National Association, as trustee, and as the same may be amended from time to time in accordance with the terms thereof. Initial Guarantors shall have the meaning set forth in the preamble. 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. J.P. Morgan shall have the meaning set forth in the preamble. 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-Dealers shall have the meaning set forth in Section 4(a) hereof. Participating Holder shall mean any Hold

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT dated September 15, 2016 (this Agreement) is entered into by and among PDC Energy, Inc., a Delaware corporation (the Company), and J.P. Morgan Securities LLC (J.P. Morgan) and the several other initial purchasers listed on Exhibit A to the Purchase Agreement (as defined below) (collectively, the Initial Purchasers).

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. For purposes of this Agreement, if the day on which any deadline specified in this Agreement expires is not a Business Day, such deadline shall be deemed to expire on the next succeeding Business Day. 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. 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 Sections 4 and 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 dated as of September 15, 2016 between the Company and U.S. Bank National Association, as trustee, 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. J.P. Morgan shall have the meaning set forth in the preamble. 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-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 Stat

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT dated September 13, 2016 (this Agreement) is entered into by and among Antero Midstream Partners LP, a Delaware limited partnership (the Partnership), Antero Midstream Finance Corporation, a Delaware corporation (Finance Corp and, together with the Partnership, the Issuers), the guarantors listed in Schedule 1 hereto (the Initial Guarantors), and J.P. Morgan Securities LLC (J.P. Morgan), as representative of the several initial purchasers listed in Schedule 1 of the Purchase Agreement (collectively, the Initial Purchasers).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Guarantor shall mean any subsidiary of the Partnership that provides a Guarantee of the Securities under the Indenture after the date of this Agreement. Agreement shall have the meaning set forth in the preamble. 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. Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder. Exchange Dates shall have the meaning set forth in Section 2(a)(ii) hereof. Exchange Offer shall mean the exchange offer by the Issuers 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) under the Securities Act with respect to the Exchange Offer 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 Issuers, 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 Issuers or used or referred to by the Issuers in connection with the sale of the Securities or the Exchange Securities. Guarantees shall mean, collectively, the guarantees of the Securities and guarantees of the Exchange Securities by the Guarantors under the Indenture. Guarantors shall mean, collectively, the Initial Guarantors, any successors thereof and any Additional Guarantors. 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 September 13, 2016, among the Issuers, the Initial Guarantors and Wells Fargo Bank, National Association, as trustee, and as the same may be amended from time to time in accordance with the terms thereof. Initial Guarantors shall have the meaning set forth in the preamble. 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. Issuers shall have the meaning set forth in the preamble. J.P. Morgan shall have the meaning set forth in the preamble. 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 Issuers or any of their 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 Issuers 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 Issuers 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 re

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT, dated August 18, 2016 (this "Agreement"), is entered into by and among Spirit Realty, L.P., a Delaware limited partnership (the "Operating Partnership"), Spirit Realty Capital, Inc., a Maryland corporation (the "Initial Guarantor"), and J.P. Morgan Securities LLC ("J.P. Morgan"), Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC (collectively, the "Initial Purchasers").

Definitions. As used in this Agreement, the following terms shall have the following meanings: "Agreement" shall have the meaning set forth in the preamble."Additional Guarantor" shall mean any subsidiary of the Initial Guarantor that executes a Guarantee 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."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 Operating Partnership 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 Operating Partnership 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 Operating Partnership or used or referred to by the Operating Partnership in connection with the sale of the Securities or the Exchange Securities."Guarantees" shall mean the guarantees of the Securities and guarantees of the Exchange Securities by the Guarantors under the Indenture."Guarantors" shall mean the Initial Guarantor and any Additional Guarantors and any Guarantor's successor that Guarantees the 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 18, 2016, among the Operating Partnership, the Initial Guarantor and U.S. Bank National Association, as trustee, and as the same may be amended from time to time in accordance with the terms thereof. "Initial Guarantor" shall have the meaning set forth in the preamble."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."J.P. Morgan" shall have the meaning set forth in the preamble."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 Operating Partnership 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 Operating Partnership 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 Operating Partnership upon receipt of a Shelf Request from such Holder. "Operating Partnership" shall have the meaning set forth in the preamble and shall also include the Operating Partnership's successors."Participating Broker-Dealers" shall have the meaning set forth in Section 4(a) hereof."Parti

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT dated August 19, 2016 (this Agreement) is entered into by and between National CineMedia, LLC, a Delaware limited liability company (the Issuer), and J.P. Morgan Securities LLC (J.P. Morgan), as representative of the initial purchasers listed on Schedule 1 to the Purchase Agreement (as defined below) (the Initial Purchasers).

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. 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 Issuer and any 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 Issuer and guaranteed by the Guarantors, if any, 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 Issuer or used or referred to by the Issuer in connection with the sale of the Securities or the Exchange Securities. Guarantees shall mean any guarantees of the Securities and any guarantees of the Exchange Securities by the Guarantors, if any, under the Indenture. Guarantors shall mean any subsidiary of the Issuer that executes a Guarantee under the Indenture after the date of this Agreement and any Guarantors successor that Guarantees the 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, 2016, between the Issuer and Wells Fargo Bank, National Association, as 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 shall have the meaning set forth in the preamble and shall also include the Issuers successors. Issuer Information shall have the meaning set forth in Section 5(a) hereof. J.P. Morgan shall have the meaning set forth in the preamble. 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 Issuer 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 Issuer 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 Issuer 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 Issuer 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 prospe

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT dated June 7, 2016 (this Agreement) is entered into by and among U.S. Concrete, Inc., a Delaware corporation (the Company), the guarantors listed in Schedule 1 hereto (the Initial Guarantors), and J.P. Morgan Securities LLC (J.P. Morgan), as representative of the initial purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) (the Initial Purchasers).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Guarantor shall mean any subsidiary of the Company that executes a Guarantee 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. 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. Guarantees shall mean, as the context may require, the guarantees of the Securities and guarantees of the Exchange Securities by the Guarantors under the Indenture. Guarantors shall mean the Initial Guarantors, any Additional Guarantors and any Guarantors successor that Guarantees the 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 June 7, 2016 among the Company, the Guarantors and U.S. Bank National Association, as trustee, and as the same may be amended and supplemented 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. J.P. Morgan shall have the meaning set forth in the preamble. 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 (within the meaning of Rule 405 under the Securities Act) 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 properly completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof. Person shall mean an individual, partnership,

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT dated June 1, 2016 (the Agreement) is entered into by and among Match Group, Inc. (the Company), a Delaware corporation, and J.P. Morgan Securities LLC (J.P. Morgan), as representative of the several Initial Purchasers listed on Schedule 1 to the Purchase Agreement (as defined below) (the Initial Purchasers).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Interest shall have the meaning set forth in Section 2(d). 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 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 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 interest rate for failure to comply with this Agreement) and to be offered to Holders of Registrable Securities in exchange for Securities pursuant to the Exchange Offer. 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 directly 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 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 have the meaning set forth in the preamble. Initial Purchasers shall have the meaning set forth in the preamble. Inspector shall have the meaning set forth in Section 3(a)(xiii) hereof. Issuer Information shall have the meaning set forth in Section 5(a) hereof. J.P. Morgan shall have the meaning set forth in the preamble. 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-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 prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein. Pu

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT dated June 1, 2016 (the Agreement) is entered into by and among Match Group, Inc. (the Company), a Delaware corporation, and J.P. Morgan Securities LLC (J.P. Morgan), as representative of the several Initial Purchasers listed on Schedule 1 to the Purchase Agreement (as defined below) (the Initial Purchasers).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Interest shall have the meaning set forth in Section 2(d). 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 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 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 interest rate for failure to comply with this Agreement) and to be offered to Holders of Registrable Securities in exchange for Securities pursuant to the Exchange Offer. 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 directly 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 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 have the meaning set forth in the preamble. Initial Purchasers shall have the meaning set forth in the preamble. Inspector shall have the meaning set forth in Section 3(a)(xiii) hereof. Issuer Information shall have the meaning set forth in Section 5(a) hereof. J.P. Morgan shall have the meaning set forth in the preamble. 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-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 prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein. Pu