KKR Uses in Definitions Clause

Definitions from Amended and Restated Registration Rights Agreement

This Amended and Restated Registration Rights Agreement (this Agreement), dated as of June 30, 2017, is entered into by and among WildHorse Resource Development Corporation, a Delaware corporation (the Company), and each of the other parties listed on the signature pages hereto (the Initial Holders and, together with the Company, the Parties).

Definitions. As used in this Agreement, the following terms have the meanings indicated: Acquisition Co. Holdings means WHE AcqCo Holdings, LLC, a Delaware limited liability company. Affiliate means, with respect to any specified Person, a Person that directly or indirectly Controls or is Controlled by, or is under common Control with, such specified Person; provided, however, that (i) the Company shall not be considered an Affiliate of any Holder for purposes of this Agreement and (ii) the Preferred Holders and the Sponsoring Holders shall not be considered Affiliates of each other for purposes of this Agreement. Automatic Shelf Registration Statement means an automatic shelf registration statement as defined under Rule 405. Board means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking institutions in the State of Texas or the State of New York are authorized or required to be closed by law or governmental action. Carlyle means CP VI Eagle Holdings, L.P. Certificate means the Certificate of Designations establishing the terms of the Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on June 30, 2017. Commission means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act. Common Stock means the common stock, par value $0.01 per share, of the Company. Company Securities means any equity interest of any class or series in the Company. Control (including the terms Controls, Controlled by and under common Control with) means the possession, direct or indirect, of the power to (a) direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise or (b) vote 10% or more of the securities having ordinary voting power for the election of directors of a Person. Convertible Preferred Stock means the shares of Series A Perpetual Convertible Preferred Stock of the Company issued to Carlyle pursuant to the Preferred Purchase Agreement. Effective Date means the time and date that a Registration Statement is first declared effective by the Commission or otherwise becomes effective. Esquisto Holdings means Esquisto Holdings, LLC, a Delaware limited liability company. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. Holder means (a) WildHorse Holdings unless and until WildHorse Holdings ceases to hold any Registrable Securities; (b) Esquisto Holdings unless and until Esquisto Holdings ceases to hold any Registrable Securities; (c) Acquisition Co. Holdings unless and until Acquisition Co. Holdings ceases to hold any Registrable Securities, (d) Jay Graham unless and until Jay Graham ceases to hold any Registrable Securities, (e) Anthony Bahr unless and until Anthony Bahr ceases to hold any Registrable Securities, (f) NGP unless and until NGP ceases to hold any Registrable Securities, (g) each Preferred Holder unless and until such Preferred Holder ceases to hold any Registrable Securities; (h) each KKR Holder unless and until such KKR Holder ceases to hold any Registrable Securities; and (i) any holder of Registrable Securities to whom registration rights conferred by this Agreement have been transferred in compliance with Section 8(e) hereof; provided that any Person referenced in clause (i) shall be a Holder only if such Person agrees in writing to be bound by and subject to the terms set forth in this Agreement. Initiating Holder means the Sponsoring Holder or Preferred Holder delivering the Demand Notice or the Underwritten Offering Notice, as applicable. IPO Holders means WildHorse Holdings, Esquisto Holdings, Acquisition Co. Holdings, Jay Graham, Anthony Bahr and NGP. KKR Holders means EIGF Aggregator LLC, a Delaware limited partnership, TE Admiral A Holding L.P., a Delaware limited liability company, TE Drilling Aggregator LLC, a Delaware limited liability company, and Aurora C-I Holding L.P., a Delaware limited partnership. Lock-Up Period (i) with respect to the Preferred Holders, means the first anniversary of the date of this Agreement and (ii) with respect to all other Holders, has the meaning set forth in the underwriting agreement entered into by the Company in connection with the initial underwritten public offering of shares of Common Stock. Material Adverse Change means (a) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States; (b) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States; (c) a material outbreak or escalation of armed hostilities or other international or national calamity involving the United States or the declaration by the United States of a natio

Definitions from Limited Partnership Agreement

THIS THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF KKR & CO. L.P. dated as of June 20, 2016, is entered into by and among KKR Management LLC, a Delaware limited liability company, as the Managing Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Definitions. The following terms apply only to this Article XVI. "Below Investment Grade Rating Event" means the rating on any series of the KKR Senior Notes (or, if no KKR Senior Notes are outstanding, the Partnership's long-term issuer rating) is lowered in respect of a Change of Control and any series of the KKR Senior Notes (or, if no KKR Senior Notes are outstanding, the Partnership's long-term issuer rating) is rated below Investment Grade by both Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended until the ratings are announced if during such 60-day period the rating of any series of the KKR Senior Notes (or, if no KKR Senior Notes are outstanding, the Partnership's long-term issuer rating) is under publicly announced consideration for possible downgrade by either of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Event hereunder) if a Rating Agency making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Partnership in writing at the Partnership's request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event). "Change of Control" means the occurrence of the following: * the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the combined assets of the KKR Issuer Group (organization) values">KKR Issuer Group taken as a whole to any "person" (as that term is used in Section 13(d)(3) of the Securities Exchange Act), other than to a Continuing KKR Person (organization) values">KKR Person; or * the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as that term is used in Section 13(d)(3) of the Securities Exchange Act or any successor provision), other than a Continuing KKR Person, becomes the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act or any successor provision) of a majority of the controlling interests in (i) the Partnership or (ii) one or more of the Partnership, the Group Partnerships and any other entity that, as of the relevant time, is a guarantor to any series of KKR Senior Notes that together hold all or substantially all of the assets of the KKR Issuer Group taken as a whole. "Change of Control Event" means the occurrence of both a Change of Control and a Below Investment Grade Rating Event. "Continuing KKR Person" means, immediately prior to and immediately following any relevant date of determination, (i) an individual who (a) is an executive of the KKR Group (organization) values">KKR Group, (b) devotes substantially all of his or her business and professional time to the activities of the KKR Group and (c) did not become an executive of the KKR Group or begin devoting substantially all of his or her business and professional time to the activities of the KKR Group in contemplation of a Change of Control, or (ii) any Person in which any one or more of such individuals directly or indirectly, singly or as a group, holds a majority of the controlling interests. "Distribution Payment Date" means March 15, June 15, September 15 and December 15 of each year, commencing June 15, 2016. "Distribution Period" means the period from and including a Distribution Payment Date to, but excluding, the next Distribution Payment Date, except that the initial Distribution Period commences on and includes March 17, 2016. "Fitch" means Fitch Ratings Inc. or any successor thereto. "Gross Ordinary Income" has the meaning set forth in Section 16.7. "Investment Grade" means, with respect to Fitch, a rating of BBB- or better (or its equivalent under any successor rating categories of Fitch) and, with respect to S&P, a rating of BBB- or better (or its equivalent under any successor rating categories of S&P) (or, in each case, if such Rating Agency ceases to rate a series of the KKR Senior Notes (or, if no KKR Senior Notes are outstanding, ceases to assign a long-term issuer rating to the Partnership) for reasons outside of the Partnership's control, the equivalent investment grade credit rating from any Rating Agency selected by the Managing Partner as a replacement Rating Agency). "Junior Units" means Common Units and any other equity securities that the Partnership may issue

Definitions from Limited Partnership Agreement

THIS THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF KKR & CO. L.P. dated as of June 20, 2016, is entered into by and among KKR Management LLC, a Delaware limited liability company, as the Managing Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Definitions. The following terms apply only to this Article XVII. "Below Investment Grade Rating Event" means (x) the rating on any series of the KKR Senior Notes (or, if no KKR Senior Notes are outstanding, the Partnership's long-term issuer rating) is lowered by either of the Rating Agencies in respect of a Change of Control and (y) any series of the KKR Senior Notes (or, if no KKR Senior Notes are outstanding, the Partnership's long-term issuer rating) is rated below Investment Grade by both Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended until the ratings are announced if during such 60-day period the rating of any series of the KKR Senior Notes (or, if no KKR Senior Notes are outstanding, the Partnership's long-term issuer rating) is under publicly announced consideration for possible downgrade by either of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Event hereunder) if a Rating Agency making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Partnership in writing at the Partnership's request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event). "Change of Control" means the occurrence of the following: * the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the combined assets of the KKR Issuer Group (organization) values">KKR Issuer Group taken as a whole to any "person" (as that term is used in Section 13(d)(3) of the Securities Exchange Act), other than to a Continuing KKR Person (organization) values">KKR Person; or * the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as that term is used in Section 13(d)(3) of the Securities Exchange Act or any successor provision), other than a Continuing KKR Person, becomes the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act or any successor provision) of a majority of the controlling interests in (i) the Partnership or (ii) one or more of the Partnership, the Group Partnerships and any other entity that, as of the relevant time, is a guarantor to any series of KKR Senior Notes that together hold all or substantially all of the assets of the KKR Issuer Group taken as a whole. "Change of Control Event" means the occurrence of both a Change of Control and a Below Investment Grade Rating Event. "Continuing KKR Person" means, immediately prior to and immediately following any relevant date of determination, (i) an individual who (a) is an executive of the KKR Group (organization) values">KKR Group, (b) devotes substantially all of his or her business and professional time to the activities of the KKR Group and (c) did not become an executive of the KKR Group or begin devoting substantially all of his or her business and professional time to the activities of the KKR Group in contemplation of a Change of Control, or (ii) any Person in which any one or more of such individuals directly or indirectly, singly or as a group, holds a majority of the controlling interests. "Distribution Payment Date" means March 15, June 15, September 15 and December 15 of each year, commencing September 15, 2016. "Distribution Period" means the period from and including a Distribution Payment Date to, but excluding, the next Distribution Payment Date, except that the initial Distribution Period commences on and includes June 20, 2016. "Fitch" means Fitch Ratings Inc. or any successor thereto. "Gross Ordinary Income" has the meaning set forth in Section 17.7. "Investment Grade" means, with respect to Fitch, a rating of BBB- or better (or its equivalent under any successor rating categories of Fitch) and, with respect to S&P, a rating of BBB- or better (or its equivalent under any successor rating categories of S&P) (or, in each case, if such Rating Agency ceases to rate a series of the KKR Senior Notes (or, if no KKR Senior Notes are outstanding, ceases to assign a long-term issuer rating to the Partnership) for reasons outside of the Partnership's control, the equivalent investment grade credit rating from any Rating Agency selected by the Managing Partner as a replacement Rating Agency). "Junior Units" means Common Units and any other eq

Definitions from Amended and Restated Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT, dated as of June 1, 2016, by and among US Foods Holding Corp., a Delaware corporation (the Company) and each of the stockholders of the Company whose name appears on the signature pages hereof and any Person who becomes a party hereto pursuant to Section 9(c) (individually, an Investor Stockholder and collectively, the Investor Stockholders).

Definitions. As used in this Agreement, the following capitalized terms shall have the following respective meanings: CD&R Investors means Clayton, Dubilier & Rice Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CD&R Parallel Fund VII, L.P., CDR USF Co-Investor L.P., and CDR USF Co-Investor No. 2, L.P. Common Stock means the shares of common stock, par value $0.01 per share, of the Company including any shares of capital stock into which Common Stock may be converted (as a result of recapitalization, share exchange or similar event) or are issued with respect to Common Stock, including, without limitation, with respect to any stock split or stock dividend, or a successor security. Exchange Act means the Securities Exchange Act of 1934, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder. FINRA means the Financial Industry Regulatory Authority. Holdback Period means, with respect to the IPO, 180 days after and during the 10 days before, and with respect to any registered offering other than the IPO covered by this Agreement, 90 days after and during the 10 days before, the effective date of the related registration statement or, in the case of a takedown from a shelf registration statement, 90 days after the date of the prospectus supplement filed with the SEC in connection with such takedown and during such prior period (not to exceed 10 days) as the Company has given reasonable written notice to the holder of Registrable Securities. Holder means each of the Investor Stockholders, any other Person entitled to incidental or piggyback registration rights pursuant to an agreement with the Company and any direct or indirect transferee of an Investor Stockholder who has acquired Registrable Securities from an Investor Stockholder not in violation of the Stockholders Agreement and who agrees in writing to be bound by the provisions of this Agreement. KKR Investors means KKR 2006 Fund L.P (organization) values">KKR 2006 Fund L.P., KKR PEI Food Investments L.P. (organization) values">KKR PEI Food Investments L.P., KKR Partners III (organization) values">KKR Partners III, L.P., OPERF Co-Investment LLC and ASF Walter Co-Invest L.P. NYSE means the New York Stock Exchange. Original Shares means, when used in reference to any one or more Investor Stockholders, the shares of Common Stock sold to such Investor Stockholders pursuant to a Subscription Agreement (as defined in the Stockholders Agreement), or any shares or other securities which such shares of Common Stock may have been converted into or exchanged for in connection with any exchange, reclassification, dividend, distribution, stock split, combination, subdivision, merger, spin-off, re-capitalization, re-organization or similar transaction. Permitted Transferee means a Permitted Transferee under the Stockholders Agreement. Person means any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated organization, government or any department or agency thereof or any other entity. Prospectus means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus. Principal Investor means each of Clayton, Dubilier & Rice Fund VII, L.P. and KKR 2006 Fund L.P. Qualified Holder means the Principal Investors and any transferee of a CD&R Investor or a KKR Investor that, in the case of any such transferee, holds Registrable Securities that constitute at least 25% of the Original Shares of the CD&R Investors or the KKR Investors, and to whom demand rights under Section 3 have been transferred. Registrable Securities means any Common Stock held by a Holder. As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (i) they are sold pursuant to an effective Registration Statement under the Securities Act, (ii) they are sold pursuant to Rule 144 (or any similar provision then in force under the Securities Act), (iii) they shall have ceased to be outstanding, or (iv) they have been sold in a private transaction in which the transferors rights under this Agreement are not assigned to the transferee of the securities. No Registrable Securities may be registered under more than one Registration Statement at any one time. Registration Statement means any registration statement of the Company under the Securities Act which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and sup

Definitions from Amended and Restated Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT, dated as of June 1, 2016, by and among US Foods Holding Corp., a Delaware corporation (the Company) and each of the stockholders of the Company whose name appears on the signature pages hereof and any Person who becomes a party hereto pursuant to Section 9(c) (individually, an Investor Stockholder and collectively, the Investor Stockholders).

Definitions. As used in this Agreement, the following capitalized terms shall have the following respective meanings: CD&R Investors means Clayton, Dubilier & Rice Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CD&R Parallel Fund VII, L.P., CDR USF Co-Investor L.P., and CDR USF Co-Investor No. 2, L.P. Common Stock means the shares of common stock, par value $0.01 per share, of the Company including any shares of capital stock into which Common Stock may be converted (as a result of recapitalization, share exchange or similar event) or are issued with respect to Common Stock, including, without limitation, with respect to any stock split or stock dividend, or a successor security. Exchange Act means the Securities Exchange Act of 1934, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder. FINRA means the Financial Industry Regulatory Authority. Holdback Period means, with respect to the IPO, 180 days after and during the 10 days before, and with respect to any registered offering other than the IPO covered by this Agreement, 90 days after and during the 10 days before, the effective date of the related registration statement or, in the case of a takedown from a shelf registration statement, 90 days after the date of the prospectus supplement filed with the SEC in connection with such takedown and during such prior period (not to exceed 10 days) as the Company has given reasonable written notice to the holder of Registrable Securities. Holder means each of the Investor Stockholders, any other Person entitled to incidental or piggyback registration rights pursuant to an agreement with the Company and any direct or indirect transferee of an Investor Stockholder who has acquired Registrable Securities from an Investor Stockholder not in violation of the Stockholders Agreement and who agrees in writing to be bound by the provisions of this Agreement. KKR Investors means KKR 2006 Fund L.P (organization) values">KKR 2006 Fund L.P., KKR PEI Food Investments L.P. (organization) values">KKR PEI Food Investments L.P., KKR Partners III (organization) values">KKR Partners III, L.P., OPERF Co-Investment LLC and ASF Walter Co-Invest L.P. NYSE means the New York Stock Exchange. Original Shares means, when used in reference to any one or more Investor Stockholders, the shares of Common Stock sold to such Investor Stockholders pursuant to a Subscription Agreement (as defined in the Stockholders Agreement), or any shares or other securities which such shares of Common Stock may have been converted into or exchanged for in connection with any exchange, reclassification, dividend, distribution, stock split, combination, subdivision, merger, spin-off, re-capitalization, re-organization or similar transaction. Permitted Transferee means a Permitted Transferee under the Stockholders Agreement. Person means any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated organization, government or any department or agency thereof or any other entity. Prospectus means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus. Principal Investor means each of Clayton, Dubilier & Rice Fund VII, L.P. and KKR 2006 Fund L.P. Qualified Holder means the Principal Investors and any transferee of a CD&R Investor or a KKR Investor that, in the case of any such transferee, holds Registrable Securities that constitute at least 25% of the Original Shares of the CD&R Investors or the KKR Investors, and to whom demand rights under Section 3 have been transferred. Registrable Securities means any Common Stock held by a Holder. As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (i) they are sold pursuant to an effective Registration Statement under the Securities Act, (ii) they are sold pursuant to Rule 144 (or any similar provision then in force under the Securities Act), (iii) they shall have ceased to be outstanding, or (iv) they have been sold in a private transaction in which the transferors rights under this Agreement are not assigned to the transferee of the securities. No Registrable Securities may be registered under more than one Registration Statement at any one time. Registration Statement means any registration statement of the Company under the Securities Act which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and sup

Definitions from Amended and Restated Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT, dated as of [*], 2016, by and among US Foods Holding Corp., a Delaware corporation (the Company) and each of the stockholders of the Company whose name appears on the signature pages hereof and any Person who becomes a party hereto pursuant to Section 9(c) (individually, an Investor Stockholder and collectively, the Investor Stockholders).

Definitions. As used in this Agreement, the following capitalized terms shall have the following respective meanings: CD&R Investors means Clayton, Dubilier & Rice Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CD&R Parallel Fund VII, L.P., CDR USF Co-Investor L.P., and CDR USF Co-Investor No. 2, L.P. Common Stock means the shares of common stock, par value $0.01 per share, of the Company including any shares of capital stock into which Common Stock may be converted (as a result of recapitalization, share exchange or similar event) or are issued with respect to Common Stock, including, without limitation, with respect to any stock split or stock dividend, or a successor security. Exchange Act means the Securities Exchange Act of 1934, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder. FINRA means the Financial Industry Regulatory Authority. Holdback Period means, with respect to the IPO, 180 days after and during the 10 days before, and with respect to any registered offering other than the IPO covered by this Agreement, 90 days after and during the 10 days before, the effective date of the related registration statement or, in the case of a takedown from a shelf registration statement, 90 days after the date of the prospectus supplement filed with the SEC in connection with such takedown and during such prior period (not to exceed 10 days) as the Company has given reasonable written notice to the holder of Registrable Securities. Holder means each of the Investor Stockholders, any other Person entitled to incidental or piggyback registration rights pursuant to an agreement with the Company and any direct or indirect transferee of an Investor Stockholder who has acquired Registrable Securities from an Investor Stockholder not in violation of the Stockholders Agreement and who agrees in writing to be bound by the provisions of this Agreement. KKR Investors means KKR 2006 Fund L.P (organization) values">KKR 2006 Fund L.P., KKR PEI Food Investments L.P. (organization) values">KKR PEI Food Investments L.P., KKR Partners III (organization) values">KKR Partners III, L.P., OPERF Co-Investment LLC and ASF Walter Co-Invest L.P. NYSE means the New York Stock Exchange. Original Shares means, when used in reference to any one or more Investor Stockholders, the shares of Common Stock sold to such Investor Stockholders pursuant to a Subscription Agreement (as defined in the Stockholders Agreement), or any shares or other securities which such shares of Common Stock may have been converted into or exchanged for in connection with any exchange, reclassification, dividend, distribution, stock split, combination, subdivision, merger, spin-off, re-capitalization, re-organization or similar transaction. Permitted Transferee means a Permitted Transferee under the Stockholders Agreement. Person means any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated organization, government or any department or agency thereof or any other entity. Prospectus means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus. Principal Investor means each of Clayton, Dubilier & Rice Fund VII, L.P. and KKR 2006 Fund L.P. Qualified Holder means the Principal Investors and any transferee of a CD&R Investor or a KKR Investor that, in the case of any such transferee, holds Registrable Securities that constitute at least 25% of the Original Shares of the CD&R Investors or the KKR Investors, and to whom demand rights under Section 3 have been transferred. Registrable Securities means any Common Stock held by a Holder. As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (i) they are sold pursuant to an effective Registration Statement under the Securities Act, (ii) they are sold pursuant to Rule 144 (or any similar provision then in force under the Securities Act), (iii) they shall have ceased to be outstanding, or (iv) they have been sold in a private transaction in which the transferors rights under this Agreement are not assigned to the transferee of the securities. No Registrable Securities may be registered under more than one Registration Statement at any one time. Registration Statement means any registration statement of the Company under the Securities Act which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and sup

Definitions from Limited Partnership Agreement

THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF KKR & CO. L.P. dated as of March 17, 2016, is entered into by and among KKR Management LLC, a Delaware limited liability company, as the Managing Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Definitions. The following terms apply only to this Article XVI. Below Investment Grade Rating Event means the rating on any series of the KKR Senior Notes (or, if no KKR Senior Notes are outstanding, the Partnerships long-term issuer rating) is lowered in respect of a Change of Control and any series of the KKR Senior Notes (or, if no KKR Senior Notes are outstanding, the Partnerships long-term issuer rating) is rated below Investment Grade by both Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended until the ratings are announced if during such 60-day period the rating of any series of the KKR Senior Notes (or, if no KKR Senior Notes are outstanding, the Partnerships long-term issuer rating) is under publicly announced consideration for possible downgrade by either of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Event hereunder) if a Rating Agency making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Partnership in writing at the Partnerships request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event). Change of Control means the occurrence of the following: * the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the combined assets of the KKR Issuer Group (organization) values">KKR Issuer Group taken as a whole to any person (as that term is used in Section 13(d)(3) of the Securities Exchange Act), other than to a Continuing KKR Person; or * the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (as that term is used in Section 13(d)(3) of the Securities Exchange Act or any successor provision), other than a Continuing KKR Person, becomes the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act or any successor provision) of a majority of the controlling interests in (i) the Partnership or (ii) one or more of the Partnership, the Group Partnerships and any other entity that, as of the relevant time, is a guarantor to any series of KKR Senior Notes that together hold all or substantially all of the assets of the KKR Issuer Group taken as a whole. Change of Control Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event. Continuing KKR Person means, immediately prior to and immediately following any relevant date of determination, (i) an individual who (a) is an executive of the KKR Group (organization) values">KKR Group, (b) devotes substantially all of his or her business and professional time to the activities of the KKR Group and (c) did not become an executive of the KKR Group or begin devoting substantially all of his or her business and professional time to the activities of the KKR Group in contemplation of a Change of Control, or (ii) any Person in which any one or more of such individuals directly or indirectly, singly or as a group, holds a majority of the controlling interests. Distribution Payment Date means March 15, June 15, September 15 and December 15 of each year, commencing June 15, 2016. Distribution Period means the period from and including a Distribution Payment Date to, but excluding, the next Distribution Payment Date, except that the initial Distribution Period commences on and includes March 17, 2016. Fitch means Fitch Ratings Inc. or any successor thereto. Gross Ordinary Income has the meaning set forth in Section 16.7. Investment Grade means, with respect to Fitch, a rating of BBB- or better (or its equivalent under any successor rating categories of Fitch) and, with respect to S&P, a rating of BBB- or better (or its equivalent under any successor rating categories of S&P) (or, in each case, if such Rating Agency ceases to rate a series of the KKR Senior Notes (or, if no KKR Senior Notes are outstanding, ceases to assign a long-term issuer rating to the Partnership) for reasons outside of the Partnerships control, the equivalent investment grade credit rating from any Rating Agency selected by the Managing Partner as a replacement Rating Agency). Junior Units means Common Units and any other equity securities that the Partnership may issue in the future ranking, as to

Definitions from Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of September 24, 2007, is by and among New Omaha Holdings Corporation, a Delaware corporation, (the Corporation) New Omaha Holdings L.P., a Delaware limited partnership (the Partnership), and each of the parties listed on the signature pages hereto. Each of the Persons listed on the signature pages hereto (other than the Corporation), and any other Person who may become a party hereto pursuant to Section 12(c) are referred to individually as an Investor and collectively as the Investors).

Definitions. As used in this Agreement, the following terms shall have the following meanings, and terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Partnership Agreement: Agreement shall have the meaning set forth in the Preamble. Alternative IPO Entity shall have the meaning set forth in Section 11 hereof. Bridge Investor means each of KKR 2006 Fund L.P., Citigroup Global Markets Inc., Citigroup Capital Partners II 2007 Citigroup Investment, L.P., Citigroup Capital Partners II Employee Master Fund L.P., Citigroup Capital Partners II Onshore, L.P., Citigroup Capital Partners II Cayman Holdings, L.P., CGI CPE LLC, Credit Suisse Securities (USA) LLC, DB Investment Partners, Inc., GMI Strategic Investments, LLC, HSBC Bank plc, LB I Group Inc., Lehman Brothers Co-Investment Partners L.P., Lehman Brothers Co-Investment Capital Partners L.P., Lehman Brothers Co-Investment Group L.P., Lehman Brothers PEP Investments I, L.P. (Incorporated), Lehman Brothers Fund of Funds XVIII Co-Investment Holding, L.P., GS Capital Partners VI Parallel, L.P., GS Capital Partners VI GMBH & Co. KG, GS Capital Partners VI Fund, L.P., GS Capital Partners VI Offshore Fund, L.P., GSMP 2006 Onshore US, Ltd., GSMP 2006 Offshore US, Ltd., GSMP 2006 Institutional US, Ltd. and Goldman Sachs Investments Ltd. and their Permitted Transferees Common Stock shall, subject to Section 11, mean all shares existing or hereafter authorized of any class of common stock of the Corporation which has the right (subject always to the rights of any class or series of preferred stock of the Corporation) to participate in the distribution of the assets and earnings of the Corporation without limit as to per share amount, including any shares of capital stock into which Common Stock may be converted (as a result of recapitalization, share exchange or similar event) or are issued with respect to Common Stock, including, without limitation, with respect to any stock split or stock dividend, or a successor security. Corporation shall have the meaning set forth in the Preamble. Demand Notice shall have the meaning set forth in Section 3(a) hereof. Demand Registration shall have the meaning set forth in Section 3(a) hereof. Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder. Indemnified Party shall have the meaning set forth in Section 8(c) hereof. Indemnifying Party shall have the meaning set forth in Section 8(c) hereof. Initial Public Offering means any firm commitment underwritten offering (or series of related offerings) of Common Stock to the public pursuant to an effective registration statement under the Securities Act. KKR Investors shall mean KKR 2006 Fund L.P., KKR PEI Investments (organization) values">KKR PEI Investments, L.P., KKR Partners III (organization) values">KKR Partners III, L.P. and their Permitted Transferees. Losses shall have the meaning set forth in Section 8(a) hereof. Notice shall have the meaning set forth in Section 3(a). Partnership shall have the meaning set forth in the Preamble. Partnership Agreement shall have the meaning set forth in the recitals. Permitted Transferee shall have the meaning set forth in the Partnership Agreement. Person shall mean any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof. Piggyback Notice shall have the meaning set forth in Section 4(a) hereof. Piggyback Registration shall have the meaning set forth in Section 4(a) hereof. Proceeding shall mean an action, claim, suit, arbitration or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened. Prospectus shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus. Public Offering shall mean the sale of Common Stock to the public pursuant to an effective Registration Statement (other than Form S-4 or Form S-8 or any similar or successor form) filed under the Securities Act or any comparable law or regulatory scheme of any forei

Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER is made as of February 3, 2015, by and among Blue Acquisition Group, Inc., a Delaware corporation (Company), The J. M. Smucker Company, an Ohio corporation (Parent), SPF Holdings I, Inc., a Delaware corporation (Merger Sub One), SPF Holdings II, LLC, a Delaware limited liability company (Merger Sub Two and together with Merger Sub One, the Merger Subs), and for the limited purposes set forth herein, Blue Holdings I, L.P. as the Stockholder Representative (the Stockholder Representative). Certain capitalized terms used herein are defined in Article I.

Definitions. The following terms shall have the following meanings for purposes of this Agreement: 280G Waivers shall have the meaning set forth in Section 5.9. ABL Revolving Credit Agreement shall mean that certain Credit Agreement, dated as of March 6, 2014, by and among Big Heart Pet Brands and Natural Balance Pet Foods, Inc., as borrowers, Blue Acquisition Group, Inc., as Holdings, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, as amended, restated, supplemented or otherwise modified prior to the date of this Agreement. Accredited Holder shall mean an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act. Accredited Option Aggregate Cash Proceeds shall mean the product of (i) the Accredited Option Aggregate Proceeds and (ii) the Cash Percentage. Accredited Option Aggregate Proceeds shall mean the aggregate exercise price that would be payable to the Company upon exercise of all Options that are outstanding immediately prior to the Effective Time (assuming that an amount in cash equal to the full exercise price of each Option were delivered to the Company, regardless of whether the Option requires payment of an exercise price); provided, however, that any Underwater Option and any Cashed-Out Option shall be disregarded for purposes of this definition. Accredited Option Aggregate Stock Proceeds shall mean a number of shares of Parent Common Stock equal to the quotient of (A) the product of (i) the Accredited Option Aggregate Proceeds and (ii) the Stock Percentage divided by (B) the Closing Parent Common Stock Price. Adjustment Resolution Period shall have the meaning set forth in Section 2.10(c). Adjustment Review Period shall have the meaning set forth in Section 2.10(c). Adjustment Time shall mean 11:59 p.m. on the day immediately preceding the Closing Date; provided, that if as a result of a breach by the Company of any of its covenants contained in Section 5.2(q) of this Agreement, Cash, Transaction Expenses, or Indebtedness shall have changed between the Adjustment Time and the time immediately preceding the Effective Time, then any such changes shall be included in the calculation of Closing Cash, Transaction Expenses, and/or Closing Indebtedness (as the case may be) for purposes of the Closing Statement. Affiliate shall mean, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person. For purposes of this Agreement, Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of securities, by contract, management control, or otherwise. Controlled and Controlling shall be construed accordingly. Notwithstanding the foregoing, for all purposes of this Agreement, in no event shall an Affiliate of the Company include any portfolio company (as such term is customarily used among institutional investors) of KKR, Vestar, Centerview and AlpInvest or any of their respective Affiliates. Affiliate Agreement shall have the meaning set forth in Section 3.18. Aggregate Base Cash Amount shall mean $3,900,000,000, minus (A) the Estimated Closing Indebtedness, minus (B) the Estimated Transaction Expenses, minus (C) the amount, if any, by which the Target Working Capital Amount exceeds the Estimated Working Capital Amount, plus (D) the amount, if any, by which the Estimated Working Capital Amount exceeds the Target Working Capital Amount, plus (E) the Estimated Closing Cash, plus (F) the Tax Benefit Amount, and minus (G) the Stockholder Representative Holdback Amount. Aggregate Final Cash Amount shall have the meaning set forth in Section 2.10(e). Aggregate Share Amount means 17,892,644 shares of Parent Common Stock. Aggregate Stockholder Cash Consideration means, for any Common Stockholder, an amount of cash consideration equal to (A) the Per Share Cash Amount multiplied by (B) the number of shares of Common Stock held by such Common Stockholder and converted into the right to receive the Per Share Common Stock Merger Consideration pursuant to this Agreement. Agreement shall mean this Agreement, including the Company Disclosure Letter, the Parent Disclosure Letter and the annexes and exhibits hereto, as it and they may be amended from time to time. AlpInvest shall have the meaning set forth in the Recitals. Applicable Withholding Amount shall mean such amounts as are required to be withheld or deducted under the Code or any applicable provision of Law with respect to the payment made in connection with the cancelation of an Equity Award. Assets shall have the meaning set forth in Section 3.5. Balance Sheet Date shall mean April 27, 2014. Benefit Plan shall have the meaning set forth in Section 3.9(a). Business Day shall mean any day other than a Saturday, Sunday o

Definitions from Voting Agreement

This Voting Agreement (this Agreement) is made and entered into as of October 28, 2014, by and among Engility Holdings, Inc., a Delaware corporation (Parent), and Birch Partners, LP, a Delaware limited partnership (the Stockholder), and, for purposes of Section 2.1 only, the KKR Investors (as defined below) and the GA Investors (as defined below).

Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms in all of their tenses, cases and correlative forms shall have the meanings assigned to them in this Section 1 or elsewhere in this Agreement. Co-Investor Partner shall mean the limited partners of the Stockholder on the date hereof other than the KKR Investors and the GA Investors. Expiration Time shall mean the earlier to occur of (a) East/Toucan Effective Time and (b) such date and time as the Merger Agreement shall be validly terminated pursuant to Article VIII thereof. GA Investor shall mean each of General Atlantic Partners 85, L.P., GAP Coinvestments III, LLC, GAP Coinvestments IV, LLC, GAP Coinvestments CDA, L.P. and GAPCO GmbH & Co. KG. KKR Investor shall mean each of KKR 2006 Fund L.P., KKR Partners III (organization) values">KKR Partners III, L.P., OPERF Co-Investment LLC and 8 North America Investor L.P.