Joseph Adamo Uses in Definitions Clause

Definitions from Purchase Agreement

THIS PURCHASE AGREEMENT (Agreement) is made as of October 4, 2016 by and among Genco Shipping & Trading Limited, a Marshall Islands corporation (the Company), and the Investors set forth on the signature pages affixed hereto (each an Investor and collectively the Investors).

Definitions. In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms shall have the meanings set forth below: Additional Private Placement has the meaning set forth in Section 7.11. Affiliate means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common Control with, such Person. Agents means, collectively, Jefferies LLC (Jefferies), DNB Markets ASA and Evercore Group LLC. Backstop Commitment means, with respect to any Investor, the backstop subscription amount set forth opposite such Investors name on Schedule 1 hereto, as adjusted pursuant to Section 3.3. Backstop Shares has the meaning set forth in Section 2. Basic Shares has the meaning set forth in Section 2. Basic Subscription Amount has the meaning set forth in Section 2. Business Day means any day, other than a Saturday or Sunday or other day, on which banks in the City of New York are authorized or required by law or executive order to remain closed. Closing has the meaning set forth in Section 3.1. Closing Date means the Business Day on which the Closing occurs, which shall be no earlier than the date as of which all of the Transaction Documents have been executed and delivered by the applicable parties thereto and all conditions precedent to (i) the Investors obligations to pay the Subscription Amount, and (ii) the Companys obligations to deliver the Shares at the Closing, in each case, have been satisfied or waived. Commitment Fee shall mean 288,660 shares of Series A Preferred Stock. Common Stock Equivalents means any securities of the Company or its Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Companys Knowledge means the actual knowledge of Peter C. Georgiopoulos, John C. Wobensmith, Apostolos D. Zafolias, or Joseph Adamo. Confidential Information means trade secrets, confidential information and know-how (including but not limited to ideas, formulae, compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications, support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related information). Control (including the terms controlling, controlled by or under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Debt Commitment Letter means that certain Second Amended and Restated Commitment Letter by and among the Company, Nordea Bank Finland plc, New York Branch, Skandinaviska Enskilda Banken AB (publ), DVB Bank SE, ABN AMRO Capital USA LLC, Credit Agricole Corporate and Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschaft, Credit Industriel et Commercial and BNP Paribas in substantially the form attached hereto as Exhibit C. Deemed Liquidation Event means the voluntary or involuntary liquidation, dissolution or winding up of the Company, or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business of the Company and its Subsidiaries taken as a whole, in a single transaction or series of transactions, or adoption of any plan for the same. Effective Date means the date on which the initial Registration Statement is declared effective by the SEC. Effectiveness Deadline means the date on which the initial Registration Statement is required to be declared effective by the SEC under the terms of the Registration Rights Agreement. Fundamental Representations means the representations and warranties set forth in Section 4.1 (first and fourth sentences only), Section 4.2, Section 4.3, Section 4.4, Section 4.25 and the last sentence of Section 4.30. Hayfin Facility Agreement means the Facility Agreement, dated November 4, 2015, by and among the indirect Subsidiaries of the Company listed therein as borrowers, Genco Holdings Limited, the financial institutions listed therein as lenders, and Hayfin Services LLP, as agent and security agent. Hayfin Term Sheet means the term sheet dated June 29, 2016 in respect of the proposed amendment of the Hayfin Facility Agreement. Insider means each director, executive officer, other officer of the Company participating in the offering, any beneficial owner of 20% or more of the Companys outstanding voting equity securities, calculated on the basis of voting power, and any promoter connected with the Company in any capacity on the date hereof. Intellectual Property means all of the following: (i) patents, patent application

Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER, dated as of April 7, 2015 (this "Agreement"), is made by and among Genco Shipping & Trading Limited, a corporation organized under the Laws of the Republic of the Marshall Islands ("Parent"), Poseidon Merger Sub Limited, a corporation organized under the Laws of the Republic of the Marshall Islands and a wholly owned Subsidiary of Parent ("Merger Sub"), and Baltic Trading Limited, a corporation organized under the Laws of the Republic of the Marshall Islands (the "Company"). Parent, Merger Sub and the Company are each referred to herein as a "Party" and collectively as the "Parties."

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Action" shall mean any claim, action, suit, inquiry, proceeding (including any civil, criminal, administrative, investigative, or appellate proceeding), hearing, arbitration, mediation or other investigation commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Authority. "Acquisition Proposal" shall have the meaning given in Section 6.6(a). "Affiliate" of a specified Person shall mean a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person; provided, however, no Person that is not controlled by the Company shall be deemed to be an Affiliate of the Company if such Person is also an Affiliate of Parent. "Agreement" shall have the meaning given in the Preamble. "Articles of Merger" shall have the meaning given in Section 2.3. "Book Entry Shares" shall mean uncertificated shares of Company Common Stock represented by a book entry. "Business Day" shall mean any day other than a Saturday, Sunday or a day on which all banking institutions in New York, New York or the Republic of the Marshall Islands are authorized or obligated by Law or executive order to close. "Change in Company Recommendation" shall have the meaning given in Section 6.6(b)(iii). "Change in Parent Recommendation" shall have the meaning given in Section 6.6(b)(iii). "Charter Amendment" shall have the meaning given in Section 5.2(a). "Charter Amendment Approval" shall have the meaning given in Section 5.20. "Closing" shall have the meaning given in Section 2.3. "Closing Date" shall have the meaning given in Section 2.3. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Company" shall have the meaning given in the Preamble. "Company Articles of Incorporation" shall mean the Amended and Restated Articles of Incorporation of the Company effective as of March 3, 2010, as they may be further amended from time to time. "Company Balance Sheet" shall have the meaning given in Section 4.7(a). "Company Benefit Plan" shall mean each "employee pension benefit plan" (as defined in Section 3(2) of ERISA), each "employee welfare benefit plan" (as defined in Section 3(1) of ERISA), each employment, termination or severance agreement and each other plan, arrangement or policy (written or oral) relating to stock options, stock purchases, deferred compensation, bonus, severance, retention, fringe benefits, cash-or equity-based incentive, health, medical, dental, disability, accident, life insurance, vacation, paid time off, perquisite, severance, change of control, retention, employment, separation, retirement, pension, or savings or other employee benefits, in each case maintained or contributed to, or required to be maintained or contributed to, by the Company or its Subsidiaries, or with respect to which the Company or its Subsidiaries have or may have any liability, including any Multiemployer Plan but excluding any plan, arrangement or policy mandated by applicable Law. "Company Board" shall have the meaning given in the Recitals. "Company Board Recommendation" shall have the meaning given in Section 4.2(a). "Company By-Laws" shall mean the Amended and Restated By-Laws of the Company. "Company Class B Stock" shall mean the Class B Stock, par value $0.01 per share, of the Company, having the rights and obligations specified with respect to the Company Class B Stock in the Company Articles of Incorporation. "Company Common Stock" shall mean the common stock, par value $0.01 per share of the Company. "Company Disclosure Letter" shall have the meaning given in Article IV. "Company Expense Reimbursement" shall mean an amount equal to the aggregate amount of all Expenses of the Company; provided, however, that such amount shall not exceed $3,250,000. "Company Funded Debt" shall mean Indebtedness incurred from time to time by the Company or any of its Subsidiaries under one or more of the Contracts or facilities listed on Section 1.1-2 of the Company Disclosure Letter. "Company Incentive Plan" shall mean the Company's 2010 Equity Incentive Plan, as amended. "Company Insurance Policies" shall have the meaning given in Section 4.19. "Company Leased Vessels" shall have the meaning given in Section 4.17(a). "Company Material Adverse Effect" shall mean any events, circumstances, changes, developments, or effects that, individually or taken together with all other events, circumstances, changes, developments or effects, (a) are or would reasonably be expected to be material and adverse to the condition (financial or otherwise), results of operations, business, assets or properties of the Company and its Subsidiaries, taken as a whole, or (b) prevent, or would reasonably be expected to prevent, the Company from consummating the Merger before the Outside Date; provided, however, that for purposes of clause (a), "Company Material Adve

Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER, dated as of April 7, 2015 (this "Agreement"), is made by and among Genco Shipping & Trading Limited, a corporation organized under the Laws of the Republic of the Marshall Islands ("Parent"), Poseidon Merger Sub Limited, a corporation organized under the Laws of the Republic of the Marshall Islands and a wholly owned Subsidiary of Parent ("Merger Sub"), and Baltic Trading Limited, a corporation organized under the Laws of the Republic of the Marshall Islands (the "Company"). Parent, Merger Sub and the Company are each referred to herein as a "Party" and collectively as the "Parties."

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Action" shall mean any claim, action, suit, inquiry, proceeding (including any civil, criminal, administrative, investigative, or appellate proceeding), hearing, arbitration, mediation or other investigation commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Authority. "Acquisition Proposal" shall have the meaning given in Section 6.6(a). "Affiliate" of a specified Person shall mean a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person; provided, however, no Person that is not controlled by the Company shall be deemed to be an Affiliate of the Company if such Person is also an Affiliate of Parent. "Agreement" shall have the meaning given in the Preamble. "Articles of Merger" shall have the meaning given in Section 2.3. "Book Entry Shares" shall mean uncertificated shares of Company Common Stock represented by a book entry. "Business Day" shall mean any day other than a Saturday, Sunday or a day on which all banking institutions in New York, New York or the Republic of the Marshall Islands are authorized or obligated by Law or executive order to close. "Change in Company Recommendation" shall have the meaning given in Section 6.6(b)(iii). "Change in Parent Recommendation" shall have the meaning given in Section 6.6(b)(iii). "Charter Amendment" shall have the meaning given in Section 5.2(a). "Charter Amendment Approval" shall have the meaning given in Section 5.20. "Closing" shall have the meaning given in Section 2.3. "Closing Date" shall have the meaning given in Section 2.3. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Company" shall have the meaning given in the Preamble. "Company Articles of Incorporation" shall mean the Amended and Restated Articles of Incorporation of the Company effective as of March 3, 2010, as they may be further amended from time to time. "Company Balance Sheet" shall have the meaning given in Section 4.7(a). "Company Benefit Plan" shall mean each "employee pension benefit plan" (as defined in Section 3(2) of ERISA), each "employee welfare benefit plan" (as defined in Section 3(1) of ERISA), each employment, termination or severance agreement and each other plan, arrangement or policy (written or oral) relating to stock options, stock purchases, deferred compensation, bonus, severance, retention, fringe benefits, cash-or equity-based incentive, health, medical, dental, disability, accident, life insurance, vacation, paid time off, perquisite, severance, change of control, retention, employment, separation, retirement, pension, or savings or other employee benefits, in each case maintained or contributed to, or required to be maintained or contributed to, by the Company or its Subsidiaries, or with respect to which the Company or its Subsidiaries have or may have any liability, including any Multiemployer Plan but excluding any plan, arrangement or policy mandated by applicable Law. "Company Board" shall have the meaning given in the Recitals. "Company Board Recommendation" shall have the meaning given in Section 4.2(a). "Company By-Laws" shall mean the Amended and Restated By-Laws of the Company. "Company Class B Stock" shall mean the Class B Stock, par value $0.01 per share, of the Company, having the rights and obligations specified with respect to the Company Class B Stock in the Company Articles of Incorporation. "Company Common Stock" shall mean the common stock, par value $0.01 per share of the Company. "Company Disclosure Letter" shall have the meaning given in Article IV. "Company Expense Reimbursement" shall mean an amount equal to the aggregate amount of all Expenses of the Company; provided, however, that such amount shall not exceed $3,250,000. "Company Funded Debt" shall mean Indebtedness incurred from time to time by the Company or any of its Subsidiaries under one or more of the Contracts or facilities listed on Section 1.1-2 of the Company Disclosure Letter. "Company Incentive Plan" shall mean the Company's 2010 Equity Incentive Plan, as amended. "Company Insurance Policies" shall have the meaning given in Section 4.19. "Company Leased Vessels" shall have the meaning given in Section 4.17(a). "Company Material Adverse Effect" shall mean any events, circumstances, changes, developments, or effects that, individually or taken together with all other events, circumstances, changes, developments or effects, (a) are or would reasonably be expected to be material and adverse to the condition (financial or otherwise), results of operations, business, assets or properties of the Company and its Subsidiaries, taken as a whole, or (b) prevent, or would reasonably be expected to prevent, the Company from consummating the Merger before the Outside Date; provided, however, that for purposes of clause (a), "Company Material Adve