January 2004 Uses in Definitions Clause

Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 27, 2016, is by and among Abbott Laboratories, an Illinois corporation (Parent), St. Jude Medical, Inc., a Minnesota corporation (the Company), Vault Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub 1), and Vault Merger Sub, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (Merger Sub 2). Parent, the Company, Merger Sub 1 and Merger Sub 2 are referred to individually as a Party and collectively as the Parties.

Definitions. (a) As used herein, the following terms have the following meanings: 1933 Act means the U.S. Securities Act of 1933. 1934 Act means the U.S. Securities Exchange Act of 1934. 2017 Private Placement Notes means St. Jude Medical Japan Co., Ltd.s 1.58% Senior Notes due 2017, issued pursuant to the Existing Note Purchase Agreement. 2018 Senior Notes means the Companys 2.000% Senior Notes due 2018, issued pursuant to the Existing Senior Notes Indenture. 2020 Private Placement Notes means St. Jude Medical Japan Co., Ltd.s 2.04% Senior Notes due 2020, issued pursuant to the Existing Note Purchase Agreement. 2020 Senior Notes means the Companys 2.800% Senior Notes due 2020, issued pursuant to the Existing Senior Notes Indenture. 2023 Senior Notes means the Companys 3.25% Senior Notes due 2023, issued pursuant to the Existing Senior Notes Indenture. 2025 Senior Notes means the Companys 3.875% Senior Notes due 2025, issued pursuant to the Existing Senior Notes Indenture. 2043 Senior Notes means the Companys 4.75% Senior Notes due 2043, issued pursuant to the Existing Senior Notes Indenture. Affiliate means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by, or is under common control with such Person. The term control (including its correlative meanings controlled and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether though ownership of 50% or more of such Persons securities or partnership or other ownership interests, or by Contract or otherwise). Aggregate Cash Amount means the aggregate amount of cash to be paid to holders of Company Shares (including in respect of any Dissenting Shares and any fractional shares pursuant to Section 2.07) in exchange for their Company Shares. Solely for purposes of Section 2.09 and the definitions used therein, the amount of cash payable in respect of Dissenting Shares shall be deemed to be $85.00 per Dissenting Share (it being understood that the actual amount that would be payable in respect of any Dissenting Shares following completion of a proceeding determining the fair value of such Dissenting Shares would be determined pursuant to such proceeding in accordance with the applicable provisions of Minnesota law). Aggregate Stock Consideration means the product of (i) the aggregate number of Parent Shares to be delivered to the holders of Company Shares in exchange for their Company Shares pursuant to this Agreement (disregarding for this purpose shares of Parent Stock issued to and sold by the Exchange Agent pursuant to Section 2.07), multiplied by (ii) the Applicable Stock Value. Applicable Stock Value means $43.88. Business Day means any day that is not a Saturday, a Sunday or other day that (i) is a statutory holiday under the federal Laws of the United States or (ii) is otherwise a day on which banks in New York, New York are authorized or obligated by Law or executive order to remain closed. Closing Date means the date of the Closing. Code means the Internal Revenue Code of 1986. Collective Bargaining Agreements means any Contract or any side letter to which a Party or its Subsidiaries is bound or that has been entered into between a Party or any Subsidiary thereof and any labor organization, union, works council, employee association, trade union, or other similar employee representative body or employee committee. Company Acquisition Proposal means any inquiry, proposal, indication of interest or offer from any Person (other than Parent and its Subsidiaries or Affiliates) relating to (i) any direct or indirect acquisition or purchase of the business or assets (based on the fair market value thereof) (including equity interests in Subsidiaries) of the Company or any of its Subsidiaries representing 15% or more of the consolidated revenues, net income or assets of the Company and its Subsidiaries, (ii) any issuance, sale or other disposition, directly or indirectly, to any Person of securities representing 15% or more of the total voting power of the Company, (iii) any tender offer or exchange offer that if consummated would result in any Person, directly or indirectly, beneficially owning 15% or more of the outstanding Company Shares, (iv) any merger, consolidation, amalgamation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, or similar transaction involving the Company or any of its Subsidiaries pursuant to which any Person (or the stockholders of any Person) would acquire, directly or indirectly, more than 15% of the consolidated assets of the Company and its Subsidiaries (based on the fair market value thereof) or more than 15% of the aggregate voting power of the Company or of the surviving entity or (v) any combination of the foregoing, in each case, other than this Agreement and the transactions contemplated by this Agreement. Company Adverse Recommendatio

Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 27, 2016, is by and among Abbott Laboratories, an Illinois corporation (Parent), St. Jude Medical, Inc., a Minnesota corporation (the Company), Vault Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub 1), and Vault Merger Sub, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (Merger Sub 2). Parent, the Company, Merger Sub 1 and Merger Sub 2 are referred to individually as a Party and collectively as the Parties.

Definitions. (a) As used herein, the following terms have the following meanings: 1933 Act means the U.S. Securities Act of 1933. 1934 Act means the U.S. Securities Exchange Act of 1934. 2017 Private Placement Notes means St. Jude Medical Japan Co., Ltd.s 1.58% Senior Notes due 2017, issued pursuant to the Existing Note Purchase Agreement. 2018 Senior Notes means the Companys 2.000% Senior Notes due 2018, issued pursuant to the Existing Senior Notes Indenture. 2020 Private Placement Notes means St. Jude Medical Japan Co., Ltd.s 2.04% Senior Notes due 2020, issued pursuant to the Existing Note Purchase Agreement. 2020 Senior Notes means the Companys 2.800% Senior Notes due 2020, issued pursuant to the Existing Senior Notes Indenture. 2023 Senior Notes means the Companys 3.25% Senior Notes due 2023, issued pursuant to the Existing Senior Notes Indenture. 2025 Senior Notes means the Companys 3.875% Senior Notes due 2025, issued pursuant to the Existing Senior Notes Indenture. 2043 Senior Notes means the Companys 4.75% Senior Notes due 2043, issued pursuant to the Existing Senior Notes Indenture. Affiliate means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by, or is under common control with such Person. The term control (including its correlative meanings controlled and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether though ownership of 50% or more of such Persons securities or partnership or other ownership interests, or by Contract or otherwise). Aggregate Cash Amount means the aggregate amount of cash to be paid to holders of Company Shares (including in respect of any Dissenting Shares and any fractional shares pursuant to Section 2.07) in exchange for their Company Shares. Solely for purposes of Section 2.09 and the definitions used therein, the amount of cash payable in respect of Dissenting Shares shall be deemed to be $85.00 per Dissenting Share (it being understood that the actual amount that would be payable in respect of any Dissenting Shares following completion of a proceeding determining the fair value of such Dissenting Shares would be determined pursuant to such proceeding in accordance with the applicable provisions of Minnesota law). Aggregate Stock Consideration means the product of (i) the aggregate number of Parent Shares to be delivered to the holders of Company Shares in exchange for their Company Shares pursuant to this Agreement (disregarding for this purpose shares of Parent Stock issued to and sold by the Exchange Agent pursuant to Section 2.07), multiplied by (ii) the Applicable Stock Value. Applicable Stock Value means $43.88. Business Day means any day that is not a Saturday, a Sunday or other day that (i) is a statutory holiday under the federal Laws of the United States or (ii) is otherwise a day on which banks in New York, New York are authorized or obligated by Law or executive order to remain closed. Closing Date means the date of the Closing. Code means the Internal Revenue Code of 1986. Collective Bargaining Agreements means any Contract or any side letter to which a Party or its Subsidiaries is bound or that has been entered into between a Party or any Subsidiary thereof and any labor organization, union, works council, employee association, trade union, or other similar employee representative body or employee committee. Company Acquisition Proposal means any inquiry, proposal, indication of interest or offer from any Person (other than Parent and its Subsidiaries or Affiliates) relating to (i) any direct or indirect acquisition or purchase of the business or assets (based on the fair market value thereof) (including equity interests in Subsidiaries) of the Company or any of its Subsidiaries representing 15% or more of the consolidated revenues, net income or assets of the Company and its Subsidiaries, (ii) any issuance, sale or other disposition, directly or indirectly, to any Person of securities representing 15% or more of the total voting power of the Company, (iii) any tender offer or exchange offer that if consummated would result in any Person, directly or indirectly, beneficially owning 15% or more of the outstanding Company Shares, (iv) any merger, consolidation, amalgamation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, or similar transaction involving the Company or any of its Subsidiaries pursuant to which any Person (or the stockholders of any Person) would acquire, directly or indirectly, more than 15% of the consolidated assets of the Company and its Subsidiaries (based on the fair market value thereof) or more than 15% of the aggregate voting power of the Company or of the surviving entity or (v) any combination of the foregoing, in each case, other than this Agreement and the transactions contemplated by this Agreement. Company Adverse Recommendatio

Definitions from Agreement and Plan of Merger Among

This AGREEMENT AND PLAN OF MERGER, dated as of March 21, 2016 (this Agreement), is made by and among WL Ross Holding Corp., a Delaware corporation (Parent), Neon Acquisition Company LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (Blocker Merger Sub), Neon Holding Company LLC, a Delaware limited liability company and a wholly-owned subsidiary of Blocker Merger Sub (Company Merger Sub), Nexeo Solutions Holdings, LLC, a Delaware limited liability company (the Company), TPG Accolade Delaware, L.P., a Delaware limited partnership (Blocker) and Nexeo Holdco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (New Holdco).

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Accounting Procedures Schedule means Schedule 9.1(a) hereto. Aggregate Purchase Price means the Total Enterprise Value, plus the Closing Cash Balance, minus the Closing Indebtedness Amount, minus the amount by which the Company Transaction Expenses exceed the Permitted Company Transaction Expenses, if any, minus the amount by which PlasChem Net Indebtedness exceeds $35,000,000 plus any Excess Working Capital and minus any Working Capital Shortfall. Ancillary Agreements means the Confidentiality Agreement, the Stockholders Agreement, the Tax Receivable Agreement, the Transfer Letter and the Warrant Exchange Agreement. Anti-Corruption Laws means all U.S. and non-U.S. laws and regulations relating to the prevention of corruption and bribery, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act of 2010. Available Cash as of the Closing, shall equal the Closing Cash Balance, plus the amount of the funds contained in the Trust Account as of immediately prior to the Closing and after giving effect to the completion of the Offer and any Parent Stockholder Redemptions and the payment of any Deferred Underwriting Fees, plus the amount of Available Financing Proceeds, minus the Debt Payoff Amount, minus any Permitted Parent Transaction Expenses or Company Transaction Expenses that are accrued and unpaid as of the Closing; provided, that for purposes of this definition of Available Cash and the resulting reduction in Stock Consideration pursuant to Section 2.3, the definition of Closing Cash Balance shall include all Cash that is held by PlasChem. Available Debt Proceeds as of the Closing, shall equal $705,000,000, after the settlement of any OID expenses associated with the Debt Financing. Available Financing Proceeds as of the Closing, shall equal the gross cash proceeds from the Equity Financing, plus the Available Debt Proceeds, minus $10,000,000. Blocker Parent means TPG VI DE BDH, L.P. Cash means net cash in the bank accounts, and net cash equivalents held by a Person, including (i) deposits in transit and outstanding (uncleared) checks or money orders from third parties, (ii) demand deposits, amounts held in money market funds or similar accounts and (iii) any highly-liquid investments with original maturities of ninety (90) days or less; and net of any outgoing checks or money orders to third party. Claim Notice means a written notice of a claim for indemnification pursuant to this Agreement specifying in reasonable detail the nature of, and factual and legal basis for, the claim for which indemnification is sought, a reasonable description of the Losses suffered (other than with respect to a Asserted Liability), the amount of such claim, if known, and the provisions of this Agreement upon which such claim for indemnification is made. Closing Cash Balance means the amount of all Cash that is held by the Company or any of its Subsidiaries other than PlasChem (determined in accordance with GAAP and consistent with past practice) as of 12:01 a.m. in each local jurisdiction of such Person on the Closing Date, a good faith calculation of which amount shall be included in the schedule delivered to Parent pursuant to Section 2.4(b) and in the Adjustment Schedule. Any Cash denominated in currencies other than the U.S. Dollar shall be valued in U.S. Dollars utilizing the applicable mid-market exchange rates published by the Wall Street Journal as of the last Business Day prior to the relevant date of determination. Closing Indebtedness Amount means, without duplication, the amount of all Indebtedness of the Company and its Subsidiaries, determined in accordance with GAAP and consistent with past practice, other than (i) any Indebtedness of PlasChem of the type set forth in clauses (a), (b) and (e) of the definition of Indebtedness, (ii) any Company Transaction Expenses and (iii) any Indebtedness where the Obligation, guarantee or liability related thereto is (x) owed by the Company solely to one or more Subsidiaries of the Company or (y) by any Subsidiary of the Company solely to one or more of the Company or any other Subsidiary of the Company or (z) is solely the result of the Company or any Subsidiary of the Company, on the one hand, providing a direct or indirect guarantee of any Indebtedness of any of the Company or any of its other Subsidiaries, on the other hand; as of 12:01 a.m. on the Closing Date, a good faith calculation of which amount shall be included in the schedule delivered to Parent pursuant to Section 2.4(b) and in the Adjustment Schedule, and immediately prior to any repayment of Indebtedness in connection with Closing. Code means the Internal Revenue Code of 1986, as amended. Company Notes means the Companys 8.375% Senior Subordinated Notes due 2018 governed by that certain Indenture (as amended, the Indenture), dated as of March 9, 2011, among Nexeo Solutions, LLC and Nexe

Definitions from Membership Interest Transfer Agreement

This AGREEMENT AND PLAN OF MERGER AND MEMBERSHIP INTEREST TRANSFER AGREEMENT, dated as of May 27, 2014 (this "Agreement"), is by and among PetroLogistics LP, a Delaware limited partnership ("MLP"), PetroLogistics GP LLC, a Delaware limited liability company and the general partner of MLP ("MLP GP" and, together with MLP, the "MLP Entities"), Propylene Holdings LLC, a Delaware limited liability company ("GP Holdings"), Flint Hills Resources, LLC, a Delaware limited liability company ("Parent"), and FHR Propylene, LLC, a Delaware limited liability company and Subsidiary of Parent ("Merger Sub" and, together with Parent, the "Parent Entities"). MLP, MLP GP, GP Holdings, Parent, and Merger Sub are sometimes referred to individually as a "Party" and collectively as the "Parties."

Definitions. As used in this Agreement, the following terms have the meanings ascribed thereto below: "Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. For this purpose, "control" (including, with its correlative meanings, "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise. "Agreed Merger Consideration Differential" means the value differential by which the Public Merger Consideration to be paid to the Public Unitholders exceeds the Sponsor Merger Consideration to be paid to the Sponsors and Founding Unitholders on the terms and subject to the conditions of this Agreement (i.e., the $2.00 per Common Unit spread between the Public Merger Consideration and the Sponsor Merger Consideration). "Alternative Proposal" means any proposal or offer made by a Person (other than Parent or Merger Sub) relating to (a) any direct or indirect acquisition or purchase, in a single transaction or a series of related transactions, of (i) 5% or more of the consolidated total assets of the MLP Group Entities, taken as a whole, or (ii) 5% or more of any class of outstanding Equity Interests of any MLP Group Entity, (b) any tender offer or exchange offer that if consummated would result in any Person beneficially owning, directly or indirectly, 5% or more of any class of outstanding Equity Interests of any MLP Group Entity, (c) any merger, consolidation, exclusive license, business combination, joint venture, partnership, share exchange or other transaction involving any MLP Group Entity pursuant to which any Person or its holders of Equity Interests would beneficially own, directly or indirectly, 5% or more of any class of outstanding Equity Interests of any MLP Group Entity or the direct or indirect parent of any MLP Group Entity or the surviving entity resulting, directly or indirectly, from any such transaction or (d) concerning any recapitalization, liquidation, dissolution or any other similar transaction involving any MLP Group Entity, in each case, other than the Transactions. The Parties acknowledge that sales by the Founding Unitholders or the Sponsors of Common Units that occur within 12 months after termination of this Agreement by Parent under Section 8.1(c)(ii) by means of a secondary offering to the public of Common Units that has been registered under the Securities Act will not be deemed to involve an Alternative Proposal for the purposes of this definition. "Anti-corruption Laws" means Laws relating to anti-bribery or anti-corruption (governmental or commercial) which apply to the MLP Group Entities, including the FCPA and all other Laws that prohibit the corrupt payment, offer, promise or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any foreign Government Official, foreign government employee or commercial entity to obtain a business advantage. "Antitrust Laws" means the Sherman Antitrust Act, the Clayton Antitrust Act, the HSR Act, the Federal Trade Commission Act of 1914, Council Regulation (EC) No. 139/2004 of 20th January 2004 on the control of concentrations between undertakings, and all other supranational, national, federal, state, county, provincial, municipal, local, foreign statutes and other statutes, rules, regulations, Orders, decrees, administrative and judicial doctrines and all other Laws designed or intended to require advance notification or approval of, or otherwise prohibit, restrict or regulate, a merger or other transaction that may be deemed to have the purpose or effect of monopolizing or restraining trade or lessening competition through merger or acquisition. "Bona Fide Alternative Proposal" means an unsolicited written bona fide Alternative Proposal that was not received or obtained in violation of Section 6.4. "Business Day" means a day except a Saturday, a Sunday or other day on which the SEC or banks in the City of New York are authorized or required by Law to be closed. "Common Unit" means an equity interest in MLP representing a fractional part of the Partnership Interests of all Limited Partners and having the rights and obligations specified with respect to Common Units in the MLP Partnership Agreement. "Consents" means notices, reports, declarations, submissions or other filings that are required to be made with, or any waivers or Permits required to be obtained from any Governmental Authority or third party. "Contract" means any agreement, commitment, understanding, contract, lease (whether for real or personal property), power of attorney, note, bond, mortgage, indenture, deed of trust, loan, evidence of indebtedness, settlement agreement, franchise agreement, un

Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of April 4, 2011, by and among NATIONAL SEMICONDUCTOR CORPORATION, a Delaware corporation (the Company), TEXAS INSTRUMENTS INCORPORATED, a Delaware corporation (Parent), and ORION MERGER CORP., a Delaware corporation and a Subsidiary of Parent owned directly by Parent and/or indirectly through one or more of its Subsidiaries (Merger Sub).

Definitions. For purposes of this Agreement: Acceptable Confidentiality Agreement means a confidentiality agreement that (a) contains provisions that are no less favorable to the Company than those contained in the Confidentiality Agreement, (b) does not prohibit the Company from complying with the provisions of Section 7.03 and (c) does not include any provision calling for an exclusive right to negotiate with the Company regarding a Company Acquisition Proposal prior to the termination of this Agreement. Action means any litigation, action, suit, hearing, arbitration, mediation or other proceeding (public or private) by or before, or otherwise involving, any Governmental Authority. Affiliate means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. For this purpose, control (including, with its correlative meanings, controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of management policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise. Antitrust Laws means (a) the Sherman Act of 1890, as amended, (b) the Clayton Antitrust Act of 1914, as amended, (c) the HSR Act, (d) the EC Merger Regulation and (e) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or creating significant impediments to, or lessening of, competition or creation or strengthening of a dominant position through merger or acquisition. beneficial owner or beneficial ownership, or phrases of similar meaning, with respect to any Company Shares, has the meaning ascribed to such term under Rule 13d-3(a) promulgated under the Exchange Act. Business Day means a day other than Saturday, Sunday or other day on which the Federal Reserve Bank of San Francisco, California or Dallas, Texas is closed. Code means the Internal Revenue Code of 1986, as amended. Company Acquisition Proposal means any inquiry, proposal, offer or indication of interest (whether or not in writing) for or relating to (in one transaction or a series of related transactions) any of the following: (a) any direct or indirect acquisition or purchase (including by any license or lease) by any Person of (i) assets (including equity securities of any Company Subsidiary) or businesses that constitute or generate fifteen percent (15%) or more of the revenues, net income or assets of the Company and the Companys Subsidiaries on a consolidated basis or (ii) beneficial ownership of fifteen percent (15%) or more of any class of equity securities of the Company or any Company Subsidiary, the assets or business of which constitutes or generates fifteen percent (15%) or more of the revenues, net income or assets of the Company and the Companys Subsidiaries on a consolidated basis, (b) any purchase or sale of, or tender offer or exchange offer by any Person for, equity securities of the Company or any Company Subsidiary that, if consummated, would result in any person beneficially owning fifteen percent (15%) or more of any class of equity securities of the Company or any Company Subsidiary, the assets or business of which constitutes or generates fifteen percent (15%) or more of the revenues, net income or assets of the Company and the Companys Subsidiaries on a consolidated basis, (c) any recapitalization, liquidation or dissolution of the Company or any Company Subsidiary, other than a wholly-owned Company Subsidiary, or (d) any merger, consolidation, business combination, joint venture, share exchange or similar transaction involving any Company Subsidiary, the assets or business of which constitutes or generates fifteen percent (15%) or more of the revenues, net income or assets of the Company and the Companys Subsidiaries on a consolidated basis, or involving the Company, if, as a result of any such transaction, the stockholders of the Company, as a group, immediately prior to the consummation of such transaction would hold less than eighty-five percent (85%) of the surviving or resulting entity of such transaction immediately after the consummation of such transaction; provided that the term Company Acquisition Proposal shall not include the Transactions or any sale of the Companys wafer fabrication facility located in Arlington, Texas or the Companys assembly and test facility located in Suzhou, China. Company Bylaws means the Bylaws of the Company, as amended. Company Certificate means the Certificate of Incorporation of the Company, as amended or supplemented. Company Disclosure Schedule means the disclosure schedule delivered by the Company to Parent concurrently with the execution of this Agreement. Company Equity Plans means any stock option, stock incentive, stock purchase or other equity compensa

Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of November 21, 2010 (as may be amended, supplemented or otherwise modified from time to time, this Agreement), by and among Novell, Inc., a Delaware corporation (the Company), Attachmate Corporation, a Washington corporation (Parent), and Longview Software Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub).

Definitions. As used in this Agreement, the following terms have the meanings set forth below: $ means United States dollars. Acquisition Agreement has the meaning set forth in Section 6.3(d). Acquisition Proposal means any inquiry, proposal, indication of interest or offer (whether in writing or otherwise) from any Person (other than Parent, Merger Sub or any Affiliate thereof) relating to, or that is reasonably expected to lead to, any direct or indirect acquisition or purchase, in one transaction or a series of transactions, of any assets or businesses that constitute 20% or more of the revenues or assets of the Company and its Subsidiaries, taken as a whole, or 20% or more of any class of equity security of the Company or any of its Subsidiaries, any tender offer or exchange offer that if consummated would result in any Person beneficially owning 20% or more of any class of equity security of the Company or any of its Subsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution, joint venture, binding share exchange or similar transaction involving the Company or any of its Subsidiaries pursuant to which any Person or the shareholders of any Person would own 20% or more of any class of equity security of the Company or any of its Subsidiaries or of any resulting parent company of the Company, other than the Transactions and other than the transactions contemplated by the Patent Purchase Agreement. Affiliate means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first-mentioned Person. For this purpose, control (including the terms controlled by and under common control with) means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of stock, by Contract or otherwise. Agreement has the meaning set forth in the Preamble. Alternative Debt Financing has the meaning set forth in Section 6.14(a). Antitrust Laws means the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition. Applicable Antitrust Laws has the meaning set forth in Section 6.7(a). Applicable Conditions means all conditions set forth in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied by actions taken at the Closing and other than Section 7.2(d), each of which shall be capable of being satisfied at the Closing). Audit means any audit, assessment of Taxes, other examination by any Taxing Authority or any proceeding or appeal of such proceeding relating to Taxes. Balance Sheet Date has the meaning set forth in Section 4.6. Benefit Plans means (i) all employee benefit plans, as defined in section 3(3) of ERISA, whether or not subject to ERISA, and (ii) all plans, contracts, agreements, programs, funds or arrangements of any kind (whether written or oral, qualified or nonqualified, registered or unregistered, funded or unfunded, foreign or domestic) providing for workers compensation, supplemental unemployment benefits, severance, salary continuation, retention, retirement or other savings, pension, superannuation or supplemental pension benefits, life, health, disability or accident benefits (including any voluntary employees beneficiary association as defined in section 501(c)(9) of the Code providing for the same or other benefits) or for deferred compensation, bonuses, stock options, stock appreciation rights, phantom stock, stock purchases or other forms of incentive compensation, profit sharing or post-retirement insurance, compensation or benefits and any trust, escrow or similar agreement related thereto, in respect of any present or former employees, directors, executive officers, or shareholders of the Company or any of its Subsidiaries or Commonly Controlled Entities, established, maintained or contributed to by the Company or any of its Subsidiaries or with respect to which the Company or any of its Subsidiaries may incur any liability. Book Entry Shares has the meaning set forth in Section 3.1(d). Business means the businesses of the Company and its Subsidiaries. Business Day means a day other than a Saturday, a Sunday or another day on which commercial banking institutions in New York, New York are authorized or required by Law to be closed. Buyer Party shall mean each of the Parent, Merger Sub, Financing Sources and any of their respective former, current or future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or assignees and any and all fo

Definitions from Master Purchase Agreement

This Amended and Restated Master Purchase Agreement (this Agreement), dated as of August 3, 2009 in Tokyo, Japan is entered into by and between Olympus Corporation, a Japanese corporation (Seller Parent), on the one hand, and, Beckman Coulter, Inc., a Delaware corporation (Buyer Parent), on the other hand. Seller Parent and Buyer Parent sometimes are referred to in this Agreement collectively as the Parties and individually as a Party. Seller Parent and the Affiliates of Seller Parent identified on Schedule I attached hereto are sometimes referred to in this Agreement each as a Seller and collectively as Sellers.

Definitions. In addition to the terms defined above and other terms defined in other Sections and Schedules of this Agreement, the following capitalized terms have the following meanings when used herein: 7 Countries has the meaning set forth in Section 9.2(b)(iii). Accounting Firm means Ernst & Young LLP. Accounts Receivable means all accounts receivable, trade receivables, notes receivable and other receivables to the extent arising out of or with respect to the Business and whether arising before or after the Closing Date. Acquired Assets has the meaning set forth in Section 2.1. Acquired Entity means each of (i) Olympus France Newco, (ii) Olympus Germany Newco, (iii) Olympus Japan Newco, (iv) OME, (v) Mishima and (vi) Olympus Hungary Newco. Acquired Entity Tax Indemnity has the meaning set forth in Section 12.1(a). Acquisition Transaction means any transaction with an unrelated Person involving: (a) the sale, license, disposition or acquisition of all or a substantial portion of the Business or Acquired Assets; (b) the issuance, disposition or acquisition of (i) any capital stock or other equity security of an Acquired Entity, (ii) any option, call, warrant or right (whether or not immediately exercisable) to acquire any capital stock or other equity security of an Acquired Entity, or (iii) any security, instrument or obligation that is convertible into or exchangeable for any capital stock or other equity security of an Acquired Entity; or (c) any merger, consolidation, share exchange, business combination, reorganization, recapitalization or similar transaction involving an Acquired Entity. Adjusted Shares has the meaning set forth in Section 3.2(b). Advalytix Assets has the meaning set forth in the Advalytix Purchase Agreement. Advalytix Business means all of the business operations and activities currently conducted as of the Effective Date anywhere in the world by the Advalytix Sellers with respect to developing, manufacturing, marketing, selling, distributing and using products and devices for: (i) the non-invasive mixing of materials, reagents or cells in solution using surface acoustic waves; or (ii) performing molecular analysis on small volumes or single cells contained in liquid droplets formed on a flat surface of a substrate on which hydrophilic and hydrophobic microregions are provided using Polymerase Chain Reaction (PCR) chemistry, including the chemical reagents and other consumables used with them. Advalytix Purchase Agreement means the purchase agreement between the Advalytix Sellers and Buyer Parent and/or its Affiliates pursuant to which the Advalytix Sellers shall sell and transfer the Advalytix Business. Advalytix Sellers means collectively OLRE and Olympus France SAS. Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person. For purposes of this definition, control (including, with correlative meanings, the terms controlled by and under common control with), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise. After-Discovered IP has the meaning set forth in Section 2.1A(c). Agreement means this Amended and Restated Master Purchase Agreement, including all Schedules and Exhibits hereto, as it may be amended from time to time in accordance with its terms. Allocation Schedule has the meaning set forth in Section 2.8(a). Ancillary Agreements means the Transition Services Agreement, the Local Agreements, the Cross-License Agreement, the Technology Transfer Agreement, the Transfer Documents, the Supply Agreements, the Software Development Agreement, the Software Services Agreement, the Advalytix Purchase Agreement and, if entered into, the Stockholder Agreement. Antitrust Division has the meaning set forth in Section 5.23. Applicable Accounting Standards means (i) in Japan, Japan GAAP, (ii) in the United States, US GAAP, (iii) from and after April 1, 2008, in each European country, IFRS, (iv) on and prior to March 31, 2008, in each European country, the commonly accepted accounting standard for such country, and (v) in each country other than Japan, the United States and a European country, IFRS unless otherwise required by applicable Law. Assessed VAT has the meaning set forth in Section 9.2(b)(i). Applicable Exchange Rate means the applicable exchange rate calculated in accordance with Schedule 1.2. Applicable VAT has the meaning set forth in Section 9.2(b)(ii). Assumed Liabilities has the meaning set forth in Section 2.3. Audited Financial Statements has the meaning set forth in Section 9.9. Bio-Rad Business means the business conducted pursuant to the distribution agreement between Diagnostic Grifols, S.A. and Seller Parent dated February 17, 2007 and the distribution agreement between DiaMed Holding

Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER is made as of March 8, 2009, by and among Merck & Co., Inc., a New Jersey corporation ("Mercury"), Schering-Plough Corporation, a New Jersey corporation ("Saturn"), Blue, Inc., a New Jersey corporation and a wholly owned subsidiary of Saturn ("Merger Sub 1"), and Purple, Inc., a New Jersey corporation and a wholly owned subsidiary of Saturn ("Merger Sub 2"). Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in Article IX.

Definitions. For purposes of this Agreement, the following terms, when used in this Agreement with initial capital letters, shall have the respective meanings set forth in this Agreement: "Acquired Saturn Employees" has the meaning set forth in Section 6.9(a). "Acquisition Proposal" has the meaning set forth in Section 6.4(e). "Adjusted Saturn Performance Award" has the meaning set forth in Section 2.4(c). "Affiliate" of any particular Person means any other Person controlling, controlled by or under common control with such particular Person. For the purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, Contract or otherwise. "Affiliate Transaction" has the meaning set forth in Section 3.19. "Agreement" means this Agreement, as it may be amended from time to time. "Antitrust Law" means The Sherman Antitrust Act, as amended, The Clayton Antitrust Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulation, the Canadian Investment Regulations and all other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or intended to prohibit, restrict or regulate (i) foreign investment or (ii) actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger and acquisition. "Applicable Jurisdiction" has the meaning set forth in Section 7.1(c). "Bankruptcy and Equity Exception" has the meaning set forth in Section 3.3(a). "Benefits Continuation Period" has the meaning set forth in Section 6.9(a). "Blue Sky Laws" has the meaning set forth in Section 3.4(a). "Bonus Plan Participant" has the meaning set forth in Section 6.9(d). "Burdensome Condition" has the meaning set forth in Section 6.5(c). "Business Day" means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized to close in the City of New York in the United States of America. "Canadian Investment Regulations" means the Competition Act (Canada) and the Investment Canada Act of 1984 (Canada). "Capitalization Date" has the meaning set forth in Section 3.5(a). "Cash Consideration" has the meaning set forth in Section 2.1(a). "Certificate of Mercury Merger" has the meaning set forth in Section 1.1(b). "Certificate of Saturn Merger" has the meaning set forth in Section 1.1(a). "Certificates of Merger" has the meaning set forth in Section 1.1(b). "Change in the Mercury Recommendation" has the meaning set forth in Section 6.4(a). "Change in the Saturn Recommendation" has the meaning set forth in Section 6.4(a). "Closing" has the meaning set forth in Section 1.2. "Closing Date" has the meaning set forth in Section 1.2. "Code" has the meaning set forth in the recitals. "Commitment Letter" has the meaning set forth in Section 4.20. "Compliance with ISRA" has the meaning set forth in Section 6.20. "Condition Failure Party" has the meaning set forth in Section 8.1(b)(iii). "Confidential Information" means all confidential or proprietary information, whether written or oral. Notwithstanding the foregoing, Confidential Information shall not include information (i) which was publicly known prior to initial disclosure of such information by a disclosing Person as proven by prior written records in existence prior to such initial disclosure, (ii) that has become publicly known, in print or other tangible form, without any act or omission of any Person other than the disclosing Person, (iii) received by a receiving party without restriction at any time from a third party, other than the disclosing party, rightfully having possession of and the right to disclose such information, (iv) shown to have been otherwise known by the receiving party prior to disclosure of such information by the disclosing party to the receiving party as proven by prior written records in existence prior to such initial disclosure or (v) shown to have been independently developed by employees or agents of the receiving party without access to or use of such information of the disclosing party as proven by the receiving party's written records. "Confidentiality Agreement" has the meaning set forth in Section 6.3. "Contract" means all contracts, agreements, arrangements, understandings, guarantees, notes, mortgages, indentures, leases or licenses. "Convertible Preferred Stock" has the meaning set forth in Section 3.5(a). "D&O Insurance" has the meaning set forth in Section 6.8(b). "DOJ" has the meaning set forth in Section 6.5(b). "EC" has the meaning set forth in Section 6.5(b). "EC Merger Regulation" means Council Regulation (EC) No. 139/2004 of 20 January 2004 on the control of concentrations between undertakings. "EMT" has the meaning

Definitions from Agreement

2 The Trustee and Manager are respectively the trustee and manager of the trusts constituted under the Master Trust Deed.

Definitions. The meanings of the terms used in this document are set out below. Term Meaning Designated Rating Agency Designated Rating Agency has the same meaning as in the Master Trust Deed. Future Fund Each Fund created pursuant to the Master Trust Deed after the date of this deed. Master Trust Deed The master trust deed dated 4 July 1994 establishing the Superannuation Members' Home Loans Trusts between the Trustee and the Manager as amended and restated from time to time. Specified Funds Each of: 1 the Superannuation Members' Home Loan Origination Fund No. 3 created on 4 June 1999; 2 each Future Fund; and 3 the Warehousing Fund. Supplementary Bond Terms Notice The Supplementary Bond Terms Notice- SF2004-1P Class A and Class B Bonds in respect of the Warehousing Fund between the Trustee and the Manager dated 15 January 2004. Warehousing Fund The Fund called Superannuation Members' Home Loans Warehousing Trust 2004-1 (formerly Superannuation Members' Home Loans Securitisation Fund 2004-1P) created on 12 January 2004.

Definitions from Management Agreement

1 The Trustee is a trustee of trusts known as the Superannuation Members' Home Loans Trusts (Trusts) and the Manager is a manager of the Trusts.

Definitions. The meanings of the terms used in this document are set out below. Term Meaning Agreement The agreement created by the Mortgage Origination and Management Agreement and the Deed of Novation Deed of Novation The deed dated 28 September 1995 between the Trustee, the Manger, the Former Mortgage Manager and the Mortgage Manager Designated Rating Agency The same meaning as in the Master Trust Deed. Former Mortgage Manager National Mutual Property Services (Aust) Pty Limited ACN 006 240 884 Fund The same meaning given to it in the Master Trust Deed Master Trust Deed The trust deed dated 4 July 1994 between the Manager and Trustee Mortgage Origination and Management Agreement The agreement dated 4 July 1994 between the Trustee, the Manager and the Former Mortgage Manager (as amended) Origination Fund The same meaning given to it in the Master Trust Deed. Supplementary Bond Terms Notice The Supplementary Bond Terms Notice- SF2004-1P Class A and Class B Bonds in respect of the Warehouse Fund between the Trustee and the Manager dated 15 January 2004. Warehouse Fund The Fund called Superannuation Members' Home Loans Warehousing Trust 2004-1 (formerly Superannuation Members' Home Loans Securitisation Fund 2004-1P) created on 12 January 2004.