Material Adverse Effect Uses in Definitions Clause

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of July 14, 2017 by and between Strongbridge Biopharma plc, an Irish public limited company (the Company), and CRG Partners III L.P., CRG Partners III Parallel Fund A L.P., CRG Partners III - Parallel Fund B (Cayman) L.P., CRG Partners III (Cayman) Lev AIV I L.P., and CRG Partners III (Cayman) Unlev AIV I L.P. (collectively, the Purchaser).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1: Action means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or, to the Companys Knowledge, threatened in writing against the Company, any Subsidiary or any of their respective properties or any officer, director or employee of the Company or any Subsidiary acting in his or her capacity as an officer, director or employee before or by any federal, state, county, local or foreign court, arbitrator, governmental or administrative agency, regulatory authority, stock market, stock exchange or trading facility. Affiliate means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act. With respect to the Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as the Purchaser will be deemed to be an Affiliate of the Purchaser. Agreement has the meaning set forth in the Preamble. Agreements and Instruments has the meaning set forth in Section 3.1(d). Board of Directors means the board of directors of the Company. Business Day means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Shares pursuant to this Agreement. Closing Date means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all of the conditions set forth in Sections 2.1, 2.2, 5.1 and 5.2 hereof are satisfied or waived, as the case may be, or such other date as the parties may agree, which need not be the date hereof. Commission has the meaning set forth in the Recitals. Company has the meaning set forth in the Preamble. Company Counsel means Reed Smith LLP, with offices located at 599 Lexington Avenue, 22nd Floor, New York, New York 10022. Company Deliverables has the meaning set forth in Section 2.2(a). Companys Knowledge means with respect to any statement made to the Companys Knowledge, that the statement is based upon the actual or constructive knowledge of the executive officers of the Company having responsibility for the matter or matters that are the subject of the statement, after a reasonable inquiry. 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. Disclosure Materials means the SEC Reports, the Form 6-K required to be filed pursuant to Section 4.5 of this Agreement (including the exhibits thereto and documents incorporated by reference therein), and all schedules and exhibits to the Loan Agreement. Disclosure Schedules means the Disclosure Schedules delivered by the Company concurrently with the execution and delivery of this Agreement. DTC has the meaning set forth in Section 4.1(c). Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder. First Tranche means the first Borrowing under that certain Term Loan Agreement, dated as of July 14, 2017, by and among Strongbridge U.S. Inc., Strongbridge Biopharma plc, Cortendo AB (publ), Cortendo Cayman Ltd., as borrowers, the subsidiary guarantors from time to time party thereto, the lenders from time to time party hereto, and CRG SERVICING LLC, as administrative agent and collateral agent. GAAP means U.S. generally accepted accounting principles, applied on a consistent basis during the periods involved. Intellectual Property has the meaning set forth in Section 3.1(o). Irish Counsel means Arthur Cox, with offices located at the Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland. Irrevocable Transfer Agent Instructions means, with respect to the Company, the Irrevocable Transfer Agent Instructions, in substantially the form of Exhibit B, executed by the Company and delivered to and acknowledged in writing by the Transfer Agent. Lien means any lien, charge, claim, encumbrance, security interest, right of first refusal, preemptive right or other restrictions of any kind. Loan Agreement has the meaning set forth in the Recitals. Material Adverse Effect means a material adverse effect on the results of operations, assets, prospects, business or financial condition of the Company and the Subsidiaries, taken as a whole, except t

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement), dated as of July 6, 2017, for the purchase and sale of all of the outstanding shares of Pacific Foods of Oregon, Inc., an Oregon corporation (the Company), is entered into by and among the Company, the shareholders of the Company set forth on Schedule 2.01 (each a Shareholder and collectively, the Shareholders), PFO Shareholders Corp., an Oregon corporation and Affiliate of the Company (the Seller), Campbell Investment Company, a Delaware corporation (Buyer), and Charles W. Eggert, an individual in his capacity as the Shareholder Representative.

Definitions. The following terms have the meanings specified or referred to in this Article I: Advancements has the meaning set forth in Section 9.03(a)(ii). Affiliate of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term control (including the terms controlled by and under common control with) 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 voting securities, by contract or otherwise. Affiliated Leases has the meaning set forth in Section 4.09(f). Affiliated Subleases has the meaning set forth in Section 4.09(f). Agreement has the meaning set forth in the preamble. Arbitrator has the meaning set forth in Section 2.05(c). Audited Financial Statements has the meaning set forth in Section 4.05(a). Balance Sheet has the meaning set forth in Section 4.05(a). Balance Sheet Date has the meaning set forth in Section 4.05(a). Benefit Plan has the meaning set forth in Section 4.19(a). Business means the marketing, sale, distribution, or production in or for import into the United States or Canada of wet soup, wet broth, non-dairy beverages, wet gravies, or any other products of the kind sold by the Company in the United States or Canada, including products that are listed on the Companys product development list maintained by its marketing department, as of the date of this Agreement. Business Day means any day except Saturday, Sunday or any other day on which commercial banks located in New York, NY are authorized or required by Law to be closed for business. Buyer has the meaning set forth in the preamble. Cash means cash and cash equivalents on hand or in the bank accounts of the Company (reduced by outstanding checks and drafts and cash overdrafts, and increased by deposits in transit) (calculated in accordance with GAAP). CERCLA means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. SSSS 9601 et seq. CIM means the Companys Confidential Information Memorandum received by Buyer. Closing has the meaning set forth in Section 2.04. Closing Cash means the aggregate amount of Cash of the Company outstanding as of the Closing Date, determined immediately prior to giving effect to the Closing. Closing Date has the meaning set forth in Section 2.04. Closing Indebtedness means the aggregate amount of all Indebtedness of the Company outstanding as of the Closing Date, determined immediately prior to giving effect to the Closing. Closing Payment has the meaning set forth in Section 2.02. Closing Working Capital means (a) the current amounts applicable to those line items shown on the Balance Sheet (excluding Cash) constituting current assets of the Company, less (b) the current amounts applicable to those line items shown on the Balance Sheet constituting current liabilities of the Company (expressly excluding Indebtedness), in each case as of the close of business on the Closing Date. Closing Working Capital shall exclude (i) deferred Tax items; (ii) any liabilities for accruals or reserves established under GAAP that require the accrual for contingent or uncertain tax positions; and (iii) Indebtedness. For the avoidance of doubt, Closing Working Capital shall be calculated in accordance with the illustration set forth on Schedule 1.01(b). Code means the Internal Revenue Code of 1986, as amended. Common Stock has the meaning set forth in Section 4.02(a). Company has the meaning set forth in the recitals. Company Intellectual Property has the meaning set forth in Section 4.10(b). Competing Business means any business or Person engaged in any part of the Business other than Buyer and its Subsidiaries; provided, however, for the avoidance of any doubt, Competing Business does not include and specifically excludes (a) any business primarily involved in the formulation, manufacture, sale, or development of (i) food ingredients or additives other than bullion; and (ii) dairy, beef, swine and poultry food products sold by any Affiliates of Company as of the date of this Agreement, and (b) Emilys Table for products supplied to food bank programs and woman, infant and children (WIC) nutritional programs, not conducted for any primary commercial or profit making purpose. Confidentiality Agreement means the Confidentiality Agreement, dated as of May 16, 2017, and supplemented May 30, 2017, between Campbell Soup Company and the Company. Data Laws means laws, regulations, guidelines, and rules in any jurisdiction (federal, state, local, and non-U.S.) applicable to data privacy, data security, and/or personal information. Data Room means the electronic documentation site established by Merrill Communications, LLC on behalf of the Company, Seller and the Shareholders, to which Buyer and its

Definitions from Share Subscription Agreement

THIS SHARE SUBSCRIPTION AGREEMENT (the Agreement) is made and entered into as of July 5, 2017 (the Signing Date), by and between BeiGene, Ltd., an exempted company incorporated in the Cayman Islands (the Company), and Celgene Switzerland LLC, a Delaware limited liability company (the Purchaser).

Definitions. When used in this Agreement, the following terms shall have the respective meanings specified below: Action shall mean any action, cause or action, suit, prosecution, investigation, litigation, arbitration, hearing, order, claim, complaint or other proceeding (whether civil, criminal, administrative, investigative or informal) by or before any Governmental Authority or arbitrator. Affiliate shall mean, with respect to any Person, another Person which controls, is controlled by or is under common control with such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, 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. For the purposes of this Agreement, in no event shall the Purchaser or any of its Affiliates be deemed Affiliates of the Company or any of its Affiliates, nor shall the Company or any of its Affiliates be deemed Affiliates of the Purchaser or any of its Affiliates. American Depositary Receipts shall mean the certificates issued by the Depositary evidencing the American Depositary Shares. American Depositary Shares shall mean shares issued by the Depositary pursuant to the Deposit Agreement, each representing 13 Ordinary Shares. beneficially owns (including the correlative terms beneficial ownership, beneficially owned, beneficial owner or beneficially owning) shall mean beneficial ownership within the meaning of Rule 13d-3 and Rule 13d-5 under the Exchange Act. Business Day shall mean any day except Saturday, Sunday and any day on which banking institutions in New York, New York, generally are closed as a result of federal, state or local holiday. Change of Control shall mean, with respect to a Person, any of the following events: (i) any Person is or becomes the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all shares that any such Person has the right to acquire, whether such right which may be exercised immediately or only after the passage of time), directly or indirectly, of a majority of the total voting power represented by all shares of such Persons outstanding capital stock; (ii) such Person consolidates with or merges into another corporation or entity, or any corporation or entity consolidates with or merges into such Person, other than (A) a merger or consolidation which would result in the voting securities of such Person outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) a majority of the combined voting power of the voting securities of such Person or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of such Person (or similar transaction) in which no Person becomes the beneficial owner, directly or indirectly, of a majority of the total voting power of all shares of capital stock of such Person, or (iii) such Person conveys, transfers or leases all or substantially all of its assets, to any Person other than a wholly owned Affiliate of such Person. Code shall mean the United States Internal Revenue Code of 1986, as amended. Consent shall mean any, internal or external, approval, authorization, consent, license, franchise, Order, registration, notification, permit, certification, clearance, waiver or other confirmation of or by a Governmental Authority, other Person or company body. Contract shall mean, with respect to any Person, any written agreement, contract, commitment, indenture, note, bond, loan, license, sublicense, lease, sublease, undertaking, statement of work or other arrangement to which such Person is a party or by which any of its properties or assets are subject. control (including the correlative terms controlled by, controlling, and under common control with), as applied to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership or voting of securities, by contract or otherwise. Deposit Agreement shall mean the Deposit Agreement, dated as of February 5, 2016, as amended from time to time, among the Company, the Depositary, and holders from time to time of the American Depositary Receipts. Deposit Shares shall mean the American Depositary Shares into which the Shares may be exchanged upon deposit thereof with the Depositary pursuant to the Deposit Agreement. Depositary shall mean Citibank, N.A. Disposition or Dispose of shall mean any (i) offer, pledge, sale, contract to sell, sale of any option or contract to purchase, purchase of any option or contract to sell, grant of any option,

Definitions from Share Subscription Agreement

THIS SHARE SUBSCRIPTION AGREEMENT (the Agreement) is made and entered into as of December 20, 2016 (the Signing Date), by and between Merus N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the Company), and Incyte Corporation, a Delaware corporation (the Purchaser).

Definitions. When used in this Agreement, the following terms shall have the respective meanings specified below: Action shall mean any action, cause or action, suit, prosecution, investigation, litigation, arbitration, hearing, order, claim, complaint or other proceeding (whether civil, criminal, administrative, investigative or informal) by or before any Governmental Authority or arbitrator. Affiliate shall mean, with respect to any Person, another Person which controls, is controlled by or is under common control with such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, 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. For the purposes of this Agreement, in no event shall the Purchaser or any of its Affiliates be deemed Affiliates of the Company or any of its Affiliates, nor shall the Company or any of its Affiliates be deemed Affiliates of the Purchaser or any of its Affiliates. beneficially owns (including the correlative terms beneficial ownership, beneficially owned, beneficial owner or beneficially owning) shall mean beneficial ownership within the meaning of Rule 13d-3 and Rule 13d-5 under the Exchange Act. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Business Day shall mean any day except Saturday, Sunday and any day on which banking institutions in New York, New York, generally are closed as a result of federal, state or local holiday. Change of Control shall mean, with respect to a Person, any of the following events: (i) any Person is or becomes the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all shares that any such Person has the right to acquire, whether such right which may be exercised immediately or only after the passage of time), directly or indirectly, of a majority of the total voting power represented by all shares of such Persons outstanding capital stock; (ii) such Person consolidates with or merges into another corporation or entity, or any corporation or entity consolidates with or merges into such Person, other than (A) a merger or consolidation which would result in the voting securities of such Person outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) a majority of the combined voting power of the voting securities of such Person or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of such Person (or similar transaction) in which no Person becomes the beneficial owner, directly or indirectly, of a majority of the total voting power of all shares of capital stock of such Person, or (iii) such Person conveys, transfers or leases all or substantially all of its assets, to any Person other than a wholly owned Affiliate of such Person. Code shall mean the United States Internal Revenue Code of 1986, as amended. Common Share Equivalents means any securities of the Company which would entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred shares, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares. Consent shall mean any, internal or external, approval, authorization, consent, license, franchise, Order, registration, notification, permit, certification, clearance, waiver or other confirmation of or by a Governmental Authority, other Person or company body. Contract shall mean, with respect to any Person, any written agreement, contract, commitment, indenture, note, bond, loan, license, sublicense, lease, sublease, undertaking, statement of work or other arrangement to which such Person is a party or by which any of its properties or assets are subject. control (including the correlative terms controlled by, controlling, and under common control with), as applied to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership or voting of securities, by contract or otherwise. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Controlled Affiliate shall mean, with respect to a Person, an Affiliate of such Person controlled by such Person. Employee Benefit Plan sh

DEFINITIONS from Stock Purchase Agreement

This Stock Purchase Agreement (this Agreement), dated as of January 10, 2017, is entered into by and among WNS North America Inc., a Delaware corporation (Buyer), Alpar Kamber (Kamber), Donald Dougherty (Dougherty), and John R. Evans (Evans, and together with Kamber and Dougherty, the Sellers), and Priyadarshan Deshmukh (Deshmukh), Peter E. Nero (Nero), and Alan C. Veeck (Veeck, and collectively with Deshmukh and Nero, the Optionholders) and Kamber, separately in his capacity as representative of the Company Holders (Sellers Representative).

DEFINITIONS. The following terms have the meanings specified or referred to in this Article I: Acquisition Proposal means (a) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination that if consummated would result in any Person other than the Company Holders owning the Shares or any other equity securities of the Company; (b) any proposal or offer to acquire in any manner, directly or indirectly, any right in any portion of the assets of the Company, other than proposals or offers to acquire solely inventory in the ordinary course of business consistent with past practice; or (c) any proposal or offer to acquire in any manner, directly or indirectly, any right in any equity interests of the Company, including but not limited to the Shares. Additional Closing Payment means $8,000,000 x (the aggregate Ownership Percentage of Dougherty and Evans). Adjusted Closing Price means the Closing Price plus the aggregate exercise price of the Options (not including any Options which are terminated for no consideration hereunder). Affiliate of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, or is an Immediate Family Member of a Person or an Affiliate thereof. The term control (including the terms controlled by and under common control with) 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 voting securities, by contract or otherwise. Neither the Company nor Buyer shall be deemed an Affiliate of any Company Holder after Closing. Board means the board of directors of the Company. Bonus Payments means any amounts owed or payable by the Company as on the Closing Date or at any time thereafter (but not paid on or before the Closing Date) to any officer, director, manager, employee, consultant or independent contractor of the Company (as well as any similar positions with the Company regardless of the title) under, pursuant to, or as a result of any Employee Benefit Plan, Contract, agreement, bonus obligation, payment obligation or other arrangement with or pertaining to such persons, any severance arrangements, any retention programs and the like, in each case, with the amount owed or payable solely arising or resulting from or triggered or caused by the transactions contemplated herein. Business Day means any day except Saturday, Sunday or any other day on which commercial banks located in New York are authorized or required by Law to be closed for business. Cause Event means that a Management Holder has (a) committed fraud relating to the Company or its Affiliates, (b) embezzled funds of the Company or its Affiliates, or (c) been indicted by a Governmental Authority for a violation of any insider trading laws. China Personnel means the employees of Fonssino who are to be transferred to a branch office of Buyer or its Affiliate organized under the laws of Hong Kong or the Peoples Republic of China, in connection with the transactions contemplated under this Agreement. Claim means any claim, action, litigation, inquiry, proceeding (arbitral, administrative, legal or otherwise), suit, stipulation, investigation, charge, complaint, demand or similar matter. Closing Direction Letter means a certificate, signed by the Sellers Representative and delivered to Buyer, setting forth each Person entitled to a payment pursuant to Section 2.04(a)(i), the amount due to such Person, and the applicable wire instructions for the payment of all amounts due and payable, including all amounts and instructions set forth on the Payoff Letters with respect to the payment or release of Indebtedness as of Closing. Closing Price means (a) $32,000,000, minus (b) the Indebtedness, minus (c) the Sellers Representative Holdback Amount, minus (d) $197,000, which is equal to the consideration payable under the India APA. Closing Working Capital means the current assets minus the current liabilities of the Company in the categories shown on Exhibit A, as determined as of 12:01 a.m. local time on the Closing Date, and otherwise calculated using the inputs and methodology shown on Exhibit A hereto. Exhibit A sets forth an example of the calculation of the Closing Working Capital as of December 31, 2016 and certain accounting methods, policies, principles, practices and procedures, as were used in the preparation of such example calculation. Notwithstanding the foregoing, the Closing Working Capital shall include negative adjustments for (1) any additional Taxes payable by the Company in connection with the conversion of the Company from an S corporation (within the meaning of Code Sections 1361 and 1362) to a C corporation (within the meaning of Code Sections 1361 and 1362), (2) gratuity and other statutory payments payable in India in connection with the transfer of the India P

Definitions from Preferred Stock Purchase Agreement

This PREFERRED STOCK PURCHASE AGREEMENT, dated as of June 28, 2017 (this Agreement), is entered into by and among CARRIZO OIL & GAS, INC., a Texas corporation (the Company), and the purchasers set forth in Schedule A hereto (the Purchasers).

Definitions. As used in this Agreement, the following terms have the meanings indicated: Affiliate shall have the meaning ascribed to it, on the date hereof, in Rule 405 under the Securities Act. For purposes of this Agreement, (i) The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P. shall not be considered or otherwise deemed to be an Affiliate of the Purchasers or their Affiliates that are part of the credit-related businesses of The Blackstone Group L.P., other than with respect to Section 6.01 and Section 8.10; and (ii) any fund or account managed, advised or sub-advised by or Controlled by GSO or its Affiliates within the credit-related businesses of The Blackstone Group L.P. shall constitute an Affiliate of the Purchasers. Agreement has the meaning specified in the introductory paragraph of this Agreement. Amended Credit Agreement has the meaning specified in the Recitals. Anti-Corruption Law has the meaning specified in Section 3.25. Appraiser has the meaning specified in Section 2.03. Board of Directors means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or State of Texas are authorized or required by Law or other governmental action to close. Closing has the meaning specified in Section 2.02(a). Closing Date has the meaning specified in Section 2.02(a). Code means the Internal Revenue Code of 1986, as amended. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.01 per share. Company has the meaning specified in the introductory paragraph of this Agreement. Company Group Subsidiaries means all of the Subsidiaries of the Company. Company Related Parties has the meaning specified in Section 6.02. Company SEC Documents has the meaning specified in Section 3.03. Confidentiality Agreement means the Amended and Restated Confidentiality Agreement, dated as of June 5, 2017, between the Company and GSO. Control mean 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 voting securities, by contract or otherwise. The terms Controlled and Controlling shall have correlative meanings Credit Agreement means that certain Credit Agreement, dated as of January 27, 2011, by and among the Company, BNP Paribas, as Administrative Agent, Credit Agricole Corporate and Investment Bank and Royal Bank of Canada, as Co-Syndication Agents, Capital One, N.A. and Compass Bank, as Co-Documentation Agents, BNP Paribas Securities Corp. as Sole Lead Arranger and Sole Bookrunner, and the Lenders party thereto, as amended from time to time. CRZO Entities means the Company and the Company Group Subsidiaries, collectively. Environmental Law means any Law relating to the prevention of pollution or protection of the environment or imposing legally enforceable liability or standards of conduct concerning any Hazardous Materials. Equity Offering means any underwritten public offering of at least 10,000,000 shares of Common Stock by the Company. ERISA has the meaning specified in Section 3.24. ERISA-Subject Plan has the meaning specified in Section 3.24. 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. FCPA has the meaning specified in Section 3.25. Funding Obligation means an amount equal to the Purchase Price multiplied by the number of Purchased Shares to be purchased by a Purchaser on the Closing Date, as set forth opposite such Purchasers name on Schedule A. GAAP means generally accepted accounting principles in the United States of America as of the date hereof; provided that for the financial statements of the Company prepared as of a certain date, GAAP referenced therein shall be GAAP as of the date of such financial statements. Governmental Authority means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Persons Property is located or which exercises valid jurisdiction over any such Person or such Persons Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority which exercises valid jurisdiction over any such Person or such Persons Property. Unless otherwise specified, all references to Governmental Authority herein with respect to the Company mean a Governmental Authority having jurisdiction over the CRZO Entities or any of their respective Properties. GSO means GSO Capital Partners LP, a Delaware limited partnership

DEFINITIONS from Environmental Indemnity Agreement

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (as the same may be amended, restated, extended, renewed or otherwise modified from time to time, this "Agreement") made as of the 6th day of March, 2017, by ARC NYC123WILLIAM, LLC, a Delaware limited liability company, having its principal place of business at c/o American Realty Capital New York City REIT, Inc., 106 York Road, Jenkintown, Pennsylvania 19046 ("Borrower"), and NEW YORK CITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an address at c/o American Realty Capital, 106 York Road, Jenkintown, Pennsylvania 19046 ("Principal"; Borrower and Principal are collectively herein referred to as "Indemnitor"), in favor of BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 (together with its successors, permitted transferees and/or permitted assigns, collectively, "Indemnitee") and other Indemnified Parties (defined below).

DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings: The term "Environmental Law" means any present and future federal, state and local laws, statutes, ordinances, rules, regulations and the like, as well as common law, relating to protection of human health or the environment, relating to Hazardous Substances or relating to liability for or costs of other actual danger to human health or the environment. The term "Environmental Law" includes, but is not limited to, the following statutes, as amended, any successor thereto, and any regulations promulgated pursuant thereto, and any state or local statutes, ordinances, rules, regulations and the like addressing similar issues: the Comprehensive Environmental Response, Compensation and Liability Act; the Emergency Planning and Community Right-to-Know Act; the Hazardous Substances Transportation Act; the Resource Conservation and Recovery Act (including but not limited to Subtitle I relating to underground storage tanks); the Solid Waste Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking Water Act; the Occupational Safety and Health Act; the Federal Water Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; the Endangered Species Act; the National Environmental Policy Act; and the River and Harbors Appropriation Act. The term "Environmental Law" also includes, but is not limited to, any present and future federal, state and local laws, statutes ordinances, rules, regulations and the like, as well as common law: conditioning transfer of property upon a negative declaration or other approval of a governmental authority of the environmental condition of the Property; requiring notification or disclosure of Releases of Hazardous Substances or other environmental condition of the Property to any Governmental Authority or other Person, whether or not in connection with transfer of title to or interest in property; imposing conditions or requirements in connection with permits or other authorization for lawful activity; relating to nuisance, trespass or other causes of action related to the Property; and relating to wrongful death, personal injury, or property or other damage in connection with any environmental condition or use of the Property.The term "Hazardous Substances" means any and all substances (whether solid, liquid or gas) defined, regulated, listed, or otherwise classified as pollutants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes, or words of similar meaning or regulatory effect under any present or future Environmental Laws or that may have a negative impact on human health or the environment, including but not limited to Microbial Matter, petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, lead, radon, radioactive materials, flammables and explosives. The foregoing shall be deemed to exclude substances of kinds and in amounts ordinarily and customarily used or stored in similar properties for the purposes of cleaning or other maintenance or operations, provided the same (i) have been and continue to be in compliance with all Environmental Laws, (ii) have not and do not result in contamination of the Property and (iii) have not had and do not otherwise have a Material Adverse Effect.The term "Indemnified Parties" means Indemnitee, any Person who is or will have been involved in the origination of the Loan, any Person who is or will have been involved with the servicing of the Loan, any Person in whose name the encumbrance created by the Security Instruments are or will have been recorded, Persons who may hold or acquire or will have held a full or partial direct interest in the Loan (including, but not limited to, any custodians, trustees and other fiduciaries who hold or have held a full or partial direct interest in the Loan for the benefit of third parties) as well as the respective directors, officers, shareholders, partners, affiliates, subsidiaries, successors and assigns of any and all of the foregoing (including but not limited to any other Person who holds or acquires or will have held a full or partial direct interest in the Loan or the Property, whether during the term of the Loan or as a part of a foreclosure of the Loan and including, but not limited to, any successors by merger, consolidation or acquisition of all or a substantial portion of Indemnitee's assets and business).The term "Losses" means any actual losses, damages (excluding consequential damages, special damages and punitive damages), costs, fees, expenses, claims, suits, judgments, awards, liabilities (including but not limited to strict liabilities), obligations, debts, fines, penalties, charges, costs of Remediation (whether or not performed voluntarily), amounts paid in settlement, litigation costs, attorneys' fees, engineers' fees, environmental consultants' fees, and i

Definitions from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT is entered into as of May 9, 2017, by and among Surgery Partners, Inc., a Delaware corporation (the Company), and BCPE Seminole Holdings LP, a Delaware limited partnership (the Investor).

Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1: A&R Bylaws shall have the meaning set forth in the recitals of this Agreement. A&R Certificate of Incorporation shall have the meaning set forth in the recitals of this Agreement. Affiliate shall mean, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person, including, with respect to the Investor, any Affiliated Fund of the Investor. For purposes of this definition, control when used with respect to any Person has the meaning specified in Rule 12b-2 under the Exchange Act (including SEC and judicial interpretations thereof), and the terms controlling and controlled shall have the meanings correlative to the foregoing. Affiliated Fund shall mean, in the case of the Investor, each corporation, trust, limited liability company, general or limited partnership, or other Person with whom the Investor is under common control or to which the Investor or an Affiliate of the Investor is the investment adviser. Agreement shall mean this Securities Purchase Agreement, as it may be amended, restated, or otherwise modified from time to time, together with all exhibits, schedules, and other attachments thereto. Antitrust Authority shall mean any Governmental Authority charged with enforcing, applying, administering or investigating any Antitrust Laws, including the U.S. Federal Trade Commission, the U.S. Department of Justice, any attorney general of any state of the United States, the European Commission or any other competition authority of any jurisdiction. Antitrust Laws shall mean the HSR Act and any Law designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition, through merger or acquisition or otherwise. Board shall mean the Board of Directors of the Company. Business Day means any day other than (a) a Saturday, Sunday or federal holiday or (b) a day on which commercial banks in New York, New York are authorized or required to be closed. Bylaws shall have the meaning set forth in Section 4.1. Certificate of Incorporation shall have the meaning set forth in Section 4.1. Closing shall have the meaning set forth in Section 3. Closing Date shall have the meaning set forth in Section 3. Code shall mean the Internal Revenue Code of 1986, together with all regulations, rulings and interpretations thereof or thereunder by the Internal Revenue Service. Common Stock shall have the meaning set forth in the recitals of this Agreement. Company shall have the meaning set forth in the preamble of this Agreement. Company Intellectual Property shall mean (i) all Intellectual Property that is used in connection with, and is material to the business of the Company and its Subsidiaries and (ii) all Intellectual Property owned by the Company and its Subsidiaries. Company Related Parties shall have the meaning set forth in Section 8.7(b). Company Stock Plan means the 2015 Omnibus Incentive Plan and each other plan, program policy and arrangement that provides for the award of rights of any kind to receive shares of Common Stock or benefits measured in whole or in part by reference to shares of Common Stock. DGCL shall have the meaning set forth in Section 4.2(b). Draft Q1 2017 Financial Statements shall have the meaning set forth in Section 4. End Date shall have the meaning set forth in Section 9.12(a)(1). Environmental Law shall mean any federal, state or local Law, statute, ordinance, rule or regulation relating to the (i) pollution or protection of the environment, (ii) preservation, protection, conversation, pollution, contamination of, or releases or threatened releases of Hazardous Substances into the air, surface water, ground water or land or the clean up, abatement, removal, remediation or monitoring of such pollution, contamination or Hazardous Substances; (iii) generation, recycling, reclamation, handling, treatment, storage, disposal or transportation of Hazardous Substances or solid waste and (iii) the safety or health of employees or other Persons. Environmental Permit shall mean any permit, license, approval or other authorization under any Environmental Law. ERISA shall mean the Employee Retirement Income Security Act of 1974, and all rules, regulations, rulings and interpretations adopted by the Internal Revenue Service or the Department of Labor thereunder. Equity Commitment Letter shall have the meaning set forth in Section 5.1. Equity Financing shall have the meaning set forth in Section 5.1. Exchange Act shall mean the U.S. Securities Exchange Act of 1934, and the rules and regulations promulgated by the SEC thereunder. Fundamental Representations shall mean the representations and warranties of the Company contained in Sections 4.1 (Organization), 4.2 (Authorization), 4.

Definitions from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made and entered into as of the 25th day of April, 2017, by and between GREEN PLAINS CATTLE COMPANY LLC, a Delaware limited liability company (the Purchaser), and CARGILL CATTLE FEEDERS, LLC, a Delaware limited liability company (the Seller).

Definitions. For purposes of this Agreement, the following terms have the meanings specified: Affiliate when used in reference to a specified Person, means any Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with the specified Person. Agreed Claim has the meaning set forth in Section 8.3(a). Agreement has the meaning set forth in the introductory paragraph hereof. Alternative Transaction means any (i) direct or indirect acquisition of assets of the Seller or any of its subsidiaries (including any voting equity interests of Sellers subsidiaries) equal to 50.1% or more of the fair market value of Sellers consolidated assets or to which 50.1% or more of the Sellers net revenues or net income on a consolidated basis are attributable, (ii) direct or indirect acquisition of 50.1% or more of the voting equity interests of the Seller, (iii) tender offer or exchange offer that if consummated would result in any person beneficially owning 50.1% or more of the voting equity interests of the Seller, (iv) merger, consolidation, other business combination or similar transaction involving the CMS or any of its subsidiaries, pursuant to which such person would own 50.1% or more of the consolidated assets, net revenues or net income of the Seller and its subsidiaries, taken as a whole, or (v) liquidation or dissolution (or the adoption of a plan of liquidation or dissolution) of the Seller or the declaration or payment of an extraordinary dividend (whether in cash or other property) by the Seller; in all cases of clauses (i)-(iv) where such transaction is to be entered into with any person or group of persons other than Purchaser or its affiliates. Ancillary Documents means the documents, instruments and agreements to be executed and/or delivered by the parties pursuant to this Agreement, including the Bill of Sale, Assignment and Assumption Agreement, the Deeds, the Transition Services Agreement and the Production Agreement. Assets has the meaning set forth in Section 2.1(a). Assigned Contracts has the meaning set forth in Section 2.1(a)(iv). Assignment and Assumption Agreement has the meaning set forth in Section 2.5(b)(ii). Assumed Liabilities has the meaning set forth in Section 2.1(d). Base Purchase Price has the meaning set forth in Section 2.2. Basket has the meaning set forth in Section 8.5(a). Benefit Plan means any and all employee benefit plans (within the meaning of Section 3(3) of ERISA), stock option, restricted stock, stock purchase, stock appreciation, or phantom stock plan. Bill of Sale has the meaning set forth in Section 2.5(b)(i). Books and Records has the meaning set forth in Section 2.1(a)(v). Business means the business of owning, feeding and growing cattle for slaughter operated by Seller at the Feedlots. Business Day means a day other than a Saturday, Sunday or other day on which national banks in the States of Colorado and Kansas are not required or authorized to close. CERCLA means the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. Claim Notice has the meaning set forth in Section 8.3(b). Closing has the meaning set forth in Section 2.5(a). Closing Date has the meaning set forth in Section 2.5(a). Closing Date Purchase Price has the meaning set forth in Section 2.3(a). Closing Date Inventory means the dollar value of Inventory determined in accordance with the Inventory Methodology as of the close of business on the Closing Date. CMS means Cargill Meat Solutions Corporation, a Delaware corporation and Affiliate of Seller. Code means the Internal Revenue Code of 1986, as amended, and Treasury Regulations promulgated thereunder. Confidentiality Agreement means that certain Confidentiality Agreement by and between Purchaser and Seller exchanged May 2, 2016. Contract means any agreement, license agreement (other than a license or Permit granted by a Governmental Body), contract, lease, sublease, consensual obligation, promise, commitment, arrangement, understanding or undertaking (whether written or oral) of any type, nature or description that is legally binding. Core Representations has the meaning set forth in Section 8.4. Deed has the meaning set forth in Section 2.5(b)(iii). Defense Notice has the meaning set forth in Section 8.3(b). Direct Claim has the meaning set forth in Section 8.3(a). Direct Claim Indemnification Notice has the meaning set forth in Section 8.3(a). Direct Claim Indemnification Dispute Notice has the meaning set forth in Section 8.3(a). Effective Time is defined in Section 2.5(a). Encumbrance means liens, pledges, mortgages, security agreements, security interests, pledges, charges, adverse claims, easements, servitude, rights of way, encroachments, restrictions, assessments, leases, agreements, licenses, covenants, conditions, levies, options, rights of first refusal, rights of first option, restrictions on transfer, or proxies or other voting or exercise

Definitions from Asset Purchase Agreement

This ASSET PURCHASE AGREEMENT (this Agreement), dated as of April 21, 2017, is entered into by and among (i) The Dayton Power and Light Company, an Ohio corporation (DP&L), and AES Ohio Generation, LLC, an Ohio limited liability company (AES Ohio), on the one hand, and (ii) Dynegy Zimmer, LLC, a Delaware limited liability company (Zimmer Buyer), and Dynegy Miami Fort, LLC, a Delaware limited liability company (MF Buyer and together with Zimmer Buyer, the Buyers and each, individually, a Buyer), on the other hand. AES Ohio, DP&L and each Buyer are herein referred to individually as a Party and collectively as the Parties. Prior to the consummation of the Restructuring (as defined below), DP&L shall be deemed to be Seller as used herein and, from and after the consummation of the Restructuring and notification by DP&L to Buyers of same prior to Closing (unless otherwise determined by DP&L in its sole discretion pursuant to Section 2.1), AES Ohio shall be deemed to be Seller as used her

Definitions. As used in this Agreement, the following terms have the meanings specified in this Section 1.1. 1954 Code has the meaning set forth in Section 7.4(e)(i). Acid Rain Allowances means SO2 Allowances issued to or held by Seller (or Sellers Affiliates) under the Federal Acid Rain program (40 C.F.R. 72) with respect to the Facilities. Acquired Assets has the meaning set forth in Section 2.2. Action means any Claim, action, lawsuit, investigation, condemnation or other proceeding, whether civil or criminal, at Law or in equity by or before any Governmental Authority or any arbitration proceeding. Adjustment Amount means the aggregate amount calculated and set forth in the Adjustment Amount Statement, which can be either a positive or a negative number, equal to (i) the Pre-Paid Amount, minus (ii) the Outstanding Fuel and O&M Costs, minus (iii) the Outstanding Prorated Property Taxes, plus (iv) the Extraordinary Costs. The Pre-Paid Amount, the Outstanding Fuel and O&M Costs and the Outstanding Prorated Property Taxes shall exclude any duplication of charges, expenses, Liabilities, obligations or other amounts so that each charge, expense, Liability, obligation or other amount shall be factored only once in the calculation of the Adjustment Amount. Adjustment Amount Statement has the meaning set forth in Section 3.2(a). Adjustment Methodology has the meaning set forth in Section 3.1(b). AEP means AEP Generation Resources Inc. AES Ohio has the meaning set forth in the preamble. Affiliate means, with respect to any Person, any other Person directly or indirectly controlled by, controlling or under common control with, such Person. For purposes of this definition, the concepts of control, controlling and controlled mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities or ownership interests, by contract or otherwise. Agreement has the meaning set forth in the preamble. Ancillary Agreements means the Deeds, the Bills of Sale, the Assignment and Assumption Agreements, and any other instruments of sale, transfer, conveyance, assignment or assumption as may be required to convey the Acquired Assets in accordance with this Agreement. Assignment and Assumption Agreements means the agreements between Buyers, as applicable, and Seller pursuant to which, among other things, Seller shall assign, and Buyers, as applicable, shall assume, the Assumed Contracts, substantially in form set forth in Exhibit A attached hereto. Assumed Contracts has the meaning set forth in Section 2.2(e). Assumed Liabilities has the meaning set forth in Section 2.4. Assumed Real Property Contracts has the meaning set forth in Section 2.2(b). Base Purchase Price has the meaning set forth in Section 3.1(a). Bills of Sale means the bills of sale by which the title to the Personal Property included in the Acquired Assets shall be conveyed by Seller to Buyers, substantially in form set forth in Exhibit B attached hereto. Bonds means, collectively, the Series 2006 Bonds, the Series 2015 A Bonds, and the Series 2015 B Bonds. Business means the business, as conducted as of the date hereof, of owning, operating and maintaining the Facilities and the Sites and delivering electric energy and ancillary services from the Facilities and all other activities incidental thereto. Business Day means any day other than a Saturday, a Sunday or any other day on which banks located in New York, New York generally are authorized or required by applicable Law to close. Buyer or Buyers has the meaning set forth in the preamble. Buyer Disclosure Schedule means the disclosure schedule delivered by Buyers to Seller at the time of execution of this Agreement. Buyer Fundamental Representations and Warranties has the meaning set forth in Section 8.1(c). Buyer Guaranty has the meaning set forth in the recitals. Buyer Guarantor has the meaning set forth in the recitals. Buyer Indemnified Party has the meaning set forth in Section 8.2. Cash and Cash Equivalents means all of Sellers cash, checking account balances, marketable securities, certificates of deposits, time deposits, bankers acceptances, commercial paper and government securities and other cash equivalents. Casualty Loss has the meaning set forth in Section 7.6. CERCLA means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. Claim means any claim, demand, lawsuit, proceeding, arbitration or governmental investigation. Closing has the meaning set forth in Section 4.1. Closing Cash Consideration has the meaning set forth in Section 3.1(b). Closing Date has the meaning set forth in Section 4.1. Co-Owner Agreements has the meaning given to it in the recitals. Code means the Internal Revenue Code of 1986, as amended. Consent means any consent, approval, ratification, waiver or other authorization required under the terms, conditions or provisions of any Assum