Morristown Uses in Definitions Clause

Definitions from Supplemental Indenture

THIS THIRD SUPPLEMENTAL INDENTURE, between Broadridge Financial Solutions, Inc., a Delaware corporation (the Obligor), having its principal office at 5 Dakota Drive, Lake Success, New York, 11042, and U.S. Bank National Association, as trustee (the Trustee), is made and entered into as of this 27th day of June, 2016.

Definitions. For all purposes of this Third Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires: Change of Control means the occurrence of any of the following: (1) the direct or indirect sale, lease, 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 properties or assets of the Obligor and its Subsidiaries taken as a whole to any person (as that term is used in Section 13(d) and Section 14(d) of the Exchange Act) other than the Obligor or one of its Subsidiaries; (2) the adoption of a plan relating to the Obligors liquidation or dissolution; (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person or group (as those terms are used in Section 13(d)(3) of the Exchange Act), other than the Obligor or its Subsidiaries, becomes the beneficial owner (as defined in Rules 13(d)(3) and 13(d)(5) of the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the Obligors Voting Stock or other Voting Stock into which the Obligors Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; or (4) the Obligor consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into the Obligor, in any such event pursuant to a transaction in which any of the outstanding voting stock of the Obligor or such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the voting stock of the Obligor outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the voting stock of the surviving person immediately after giving effect to such transaction. Change of Control Repurchase Event means the occurrence of both a Change of Control and a Ratings Event. Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Senior Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Senior Notes. Comparable Treasury Price means, with respect to any Redemption Date, (1) the arithmetic average of three Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than five Reference Treasury Dealer Quotations, the arithmetic average of all Reference Treasury Dealer Quotations for such Redemption Date. Corporate Trust Office means, the office of the Trustee in the City of New York at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at U.S. Bank National Association, 100 Wall Street, Suite 1600, New York, NY 10005, except that with respect to the presentation of Notes for payment or registration of transfer or exchange and with respect to the location of the Security Register, such term shall mean the office or the agency of the Trustee in said city at which at any particular time its corporate agency business shall be conducted, which office at the date hereof is located at 21 South Street, 3rd Floor, Morristown, NJ 07960. Fitch means Fitch Inc., a subsidiary of Fimalac, S.A., also known as Fitch Ratings, and its successors. Independent Investment Banker means one of J.P. Morgan Securities LLC, Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, or their respective successors, as may be appointed from time to time by the Obligor. Investment Grade means a rating of Baa3 or better by Moodys (or its equivalent under any successor Rating Categories of Moodys); a rating of BBB- or better by S&P (or its equivalent under any successor Rating Categories of S&P); a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch); and the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Obligor. Moodys means Moodys Investors Service Inc. and its successors. Rating Agency means (1) each of Moodys, S&P and Fitch; and (2) if any of Moodys, S&P and Fitch ceases to rate the Senior Notes or fails to make a rating of the Senior Notes publicly available for reasons outside of the control of the Obligor, a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Obligor (as certified by a resolution of the Board of Directors) as a replacement for such rat

Definitions from Supplemental Indenture

THIS SECOND SUPPLEMENTAL INDENTURE, between Broadridge Financial Solutions, Inc., a Delaware corporation (the Obligor), having its principal office at 1981 Marcus Avenue, Lake Success, New York, 11042, and U.S. Bank National Association, as trustee (the Trustee), is made and entered into as of this 21st day of August, 2013.

Definitions. For all purposes of this Second Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires: Change of Control means the occurrence of any of the following: (1) the direct or indirect sale, lease, 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 properties or assets of the Obligor and its Subsidiaries taken as a whole to any person (as that term is used in Section 13(d) and Section 14(d) of the Exchange Act) other than the Obligor or one of its Subsidiaries; (2) the adoption of a plan relating to the Obligors liquidation or dissolution; (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person or group (as those terms are used in Section 13(d)(3) of the Exchange Act), other than the Obligor or its Subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the Obligors Voting Stock or other Voting Stock into which the Obligors Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (4) the first day on which a majority of the members of the Board of Directors are not Continuing Directors; or (5) the Obligor consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Obligor, in any such event pursuant to a transaction in which any of the outstanding voting stock of the Obligor or such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the voting stock of the Obligor outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the voting stock of the surviving person immediately after giving effect to such transaction. Change of Control Repurchase Event means the occurrence of both a Change of Control and a Ratings Event. Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Senior Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Senior Notes. Comparable Treasury Price means, with respect to any Redemption Date, (1) the arithmetic average of three Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than five Reference Treasury Dealer Quotations, the arithmetic average of all Reference Treasury Dealer Quotations for such Redemption Date. Continuing Directors means, as of any date of determination, any member of the Board of Directors who (1) was a member of the Board of Directors on the date of the issuance of the Senior Notes; or (2) was nominated for election or elected to the Board of Directors with the approval of at least a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination or election (either by a specific vote or by approval of a proxy statement issued by the Obligor in which such member was named as a nominee for election as a director, without objection to such nomination). Corporate Trust Office means, the office of the Trustee in the City of New York at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at U.S. Bank National Association, 100 Wall Street, Suite 1600, New York, NY 10005, except that with respect to the presentation of Notes for payment or registration of transfer or exchange and with respect to the location of the Security Register, such term shall mean the office or the agency of the Trustee in said city at which at any particular time its corporate agency business shall be conducted, which office at the date hereof is located at 21 South Street, 3rd Floor, Morristown, NJ 07960. Fitch means Fitch Inc., a subsidiary of Fimalac, S.A., also known as Fitch Ratings, and its successors. Independent Investment Banker means one of J.P. Morgan Securities LLC, Mitsubishi UFJ Securities (USA), Inc. or Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, or their respective successors, as may be appointed from time to time by the Obligor. Investment Grade means a rating of Baa3 or better by Moodys (or its equivalent under any successor Rating Categories of Moodys); a rating of BBB- or better by S&P (or its equivalent under any successor Rating Categories of S&P); a rating of BBB- or better by Fitch (or i

Definitions from Senior Note

INDENTURE dated as of February 4, 2011 between SAVIENT PHARMACEUTICALS, INC., a Delaware corporation, as issuer (the Company, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the Trustee, as more fully set forth in Section 1.01).

Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. The words herein, hereof, hereunder, and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular. Additional Interest means all amounts, if any, payable pursuant to Section 6.03. Additional Shares shall have the meaning specified in Section 12.03(a). Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control, when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Bid Solicitation Agent means the Person appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with Section 12.01(b)(i). The Company shall initially act as the Bid Solicitation Agent. Board of Directors means the board of directors of the Company or a committee of such board duly authorized to act for it hereunder. Board Resolution means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors, and to be in full force and effect on the date of such certification, and delivered to the Trustee. Business Day means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed. Capital Stock means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that entity. Cash Settlement shall have the meaning specified in Section 12.02(a). Clause A Distribution shall have the meaning specified in Section 12.04(c). Clause B Distribution shall have the meaning specified in Section 12.04(c). Clause C Distribution shall have the meaning specified in Section 12.04(c). close of business means 5:00 p.m. (New York City time). Combination Settlement shall have the meaning specified in Section 12.02(a). Commission means the U.S. Securities and Exchange Commission. Common Equity of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person. Common Stock means the common stock of the Company, par value $0.01 per share, at the date of this Indenture, subject to Section 12.07. Company shall have the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 10, shall include its successors and assigns. Company Order means a written order of the Company, signed by (a) the Companys Chief Executive Officer, President, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title Vice President) and (b) any such other Officer designated in clause (a) of this definition or the Companys Treasurer or Assistant Treasurer or Secretary or any Assistant Secretary, and delivered to the Trustee. Conversion Agent shall have the meaning specified in Section 4.02. Conversion Date shall have the meaning specified in Section 12.02(c). Conversion Obligation shall have the meaning specified in Section 12.01(a). Conversion Price means as of any date, $1,000, divided by the Conversion Rate as of such date. Conversion Rate shall have the meaning specified in Section 12.01(a). Corporate Trust Office means the corporate trust office of the Trustee in the State of New Jersey at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 21 South Street, 3rd Floor, Morristown, NJ 07960, Attention: Rick Barnes, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company). Custodian means the Trustee, as custodian for The Depository Trust Company, with respect to the Global Notes, or any successor

Definitions from Senior Note

INDENTURE dated as of January [ ], 2011 between SAVIENT PHARMACEUTICALS, INC., a Delaware corporation, as issuer (the Company, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the Trustee, as more fully set forth in Section 1.01).

Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. The words herein, hereof, hereunder, and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular. Additional Interest means all amounts, if any, payable pursuant to Section 6.03. Additional Shares shall have the meaning specified in Section 12.03(a). Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control, when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Bid Solicitation Agent means the Person appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with Section 12.01(b)(i). The Company shall initially act as the Bid Solicitation Agent. Board of Directors means the board of directors of the Company or a committee of such board duly authorized to act for it hereunder. Board Resolution means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors, and to be in full force and effect on the date of such certification, and delivered to the Trustee. Business Day means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed. Capital Stock means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that entity. Cash Settlement shall have the meaning specified in Section 12.02(a). Clause A Distribution shall have the meaning specified in Section 12.04(c). Clause B Distribution shall have the meaning specified in Section 12.04(c). Clause C Distribution shall have the meaning specified in Section 12.04(c). close of business means 5:00 p.m. (New York City time). Combination Settlement shall have the meaning specified in Section 12.02(a). Commission means the U.S. Securities and Exchange Commission. Common Equity of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person. Common Stock means the common stock of the Company, par value $0.01 per share, at the date of this Indenture, subject to Section 12.07. Company shall have the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 10, shall include its successors and assigns. Company Order means a written order of the Company, signed by (a) the Companys Chief Executive Officer, President, Executive or Senior Vice President[, Managing Director] or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title Vice President) and (b) any such other Officer designated in clause (a) of this definition or the Companys Treasurer or Assistant Treasurer or Secretary or any Assistant Secretary, and delivered to the Trustee. Conversion Agent shall have the meaning specified in Section 4.02. Conversion Date shall have the meaning specified in Section 12.02(c). Conversion Obligation shall have the meaning specified in Section 12.01(a). Conversion Price means as of any date, $1,000, divided by the Conversion Rate as of such date. Conversion Rate shall have the meaning specified in Section 12.01(a). Corporate Trust Office means the corporate trust office of the Trustee in the State of New Jersey at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 21 South Street, 3rd Floor, Morristown, NJ 07960, Attention: Rick Barnes, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company). Custodian means the Trustee, as custodian for The Depository Trust Company, with respect to the Global Not

Definitions from Indenture

Indenture dated as of [ ], 2009 between Genta Incorporated, a Delaware corporation (the "Company"), and U.S. Bank National Association, a national banking association, as trustee (the "Trustee").

Definitions. "2008 Notes" means those certain 15% Senior Secured Convertible Notes due 2010. "Affiliate" means any Person directly or indirectly controlling, controlled by, or under direct or indirect common control with another Person. A Person shall be deemed to be "controlled by" any other Person if such other Person possesses, directly or indirectly, power (a) to vote ten percent (10%) or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing general partners; or (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. "Agent" means any Registrar, Paying Agent or authenticating agent. "April 2009 Notes" means those certain 8% Senior Secured Convertible Notes due 2012. "Authorized Newspaper" means a newspaper in an official language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in the place in connection with which the term is used. If it shall be impractical to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof that is made or given by the Trustee shall constitute a sufficient publication of such notice. "Board of Directors" means the Board of Directors of the Company or any duly authorized committee thereof. "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate, and delivered to the Trustee. "Business Day" means, unless otherwise provided by Board Resolution, Officers' Certificate or supplemental indenture hereto, any day except a Saturday, Sunday or a legal holiday in the Town of Morristown, New Jersey on which banking institutions are authorized or required by law, regulation or executive order to close. "Capital Stock" of any Person means any and all shares, interests, participations or other equivalents (however designated) of capital stock of such Person and all warrants or options to acquire such capital stock. "Change of Control" shall mean:

Definitions from Subordinated Convertible Note

Indenture dated as of [ ], 2009 between Genta Incorporated, a Delaware corporation (the "Company"), and U.S. Bank National Association, a national banking association, as trustee (the "Trustee").

Definitions. "2008 Notes" means those certain 15% Senior Secured Convertible Notes due 2010. "Affiliate" means any Person directly or indirectly controlling, controlled by, or under direct or indirect common control with another Person. A Person shall be deemed to be "controlled by" any other Person if such other Person possesses, directly or indirectly, power (a) to vote ten percent (10%) or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing general partners; or (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. "Agent" means any Registrar, Paying Agent, Service Agent or authenticating agent. "April 2009 Notes" means those certain 8% Senior Secured Convertible Notes due 2012. "Authorized Newspaper" means a newspaper in an official language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in the place in connection with which the term is used. If it shall be impractical to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof that is made or given by the Trustee shall constitute a sufficient publication of such notice. "Beneficial Holder" means, with respect to a Global Security registered in the name of the Depository, the Person for which the Security is beneficially held. "Board of Directors" means the Board of Directors of the Company or any duly authorized committee thereof. "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate, and delivered to the Trustee. "Business Day" means, unless otherwise provided by Board Resolution, Officers' Certificate or supplemental indenture hereto, any day except a Saturday, Sunday or a legal holiday in the Town of Morristown, New Jersey on which banking institutions are authorized or required by law, regulation or executive order to close.

Definitions

Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of May 4, 1999 between K. HOVNANIAN ENTERPRISES, INC. and FIRST UNION NATIONAL BANK, as Trustee:

Definitions. For all purposes of this Indenture and of any indenture supplemental hereto the following terms shall have the respective meanings specified in this Section 1.1 (except as otherwise expressly provided herein or in any indenture supplemental hereto or unless the context otherwise clearly requires). All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939, including terms defined therein by reference to the Securities Act of 1933, as amended (the Securities Act), shall have the meanings assigned to such terms in said Trust Indenture Act of 1939 and in said Securities Act as in force at the date of this Indenture (except as herein otherwise expressly provided herein or in any indenture supplemental hereto or unless the context otherwise clearly requires). All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles, and the term generally accepted accounting principles means such accounting principles as are generally accepted on the date of this Indenture. The words herein, hereof and hereunder and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The expressions date of this Indenture, date hereof, date as of which this Indenture is dated and date of execution and delivery of this Indenture and other expressions of similar import refer to the effective date of the original execution and delivery of this Indenture, viz. as of May 4, 1999. The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular. Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Authenticating Agent shall have the meaning set forth in Section 6.14. Bankruptcy Code means the United States Bankruptcy Code, 11 United States Code SSSS 101 et seq., or any successor statute thereto. Board of Directors means either the Board of Directors of the Issuer or any committee of such Board duly authorized to act on its behalf. Board Resolution means one or more resolutions, certified by the secretary or an assistant secretary of the Issuer to have been duly adopted or consented to by the Board of Directors and to be in full force and effect, and delivered to the Trustee. Business Day means, with respect to any Security, unless otherwise specified in a Board Resolution and an Officers Certificate with respect to a particular series of Securities, a day that (a) in the Place of Payment (or in any of the Places of Payment, if more than one) in which amounts are payable, as specified in the form of such Security, and (b) in the city in which the Corporate Trust Office is located, is not a day on which banking institutions are authorized or required by law or regulation to close. Commission means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any time after the execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act of 1939, then the body performing such duties on such date. Consolidated Net Tangible Assets means the aggregate amount of assets included on the most recent consolidated balance sheet of the Issuer and its Restricted Subsidiaries, less applicable reserves and other properly deductible items and after deducting there from (a) all current liabilities and (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all in accordance with generally accepted accounting principles consistently applied. Corporate Trust Office means the office of the Trustee of a series of Securities at which the trust created by this Indenture shall, at any particular time, be principally administered, which office is, at the date as of which this Indenture is dated, located at 21 South Street, Morristown, New Jersey 07960. Depositary means, with respect to the Securities of any series issuable or issued in the form of one or more Global Securities, the Person designated as Depositary by the Issuer pursuant to Section 2.3 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter Depositary shall mean or include each Person who is then a Depositary hereunder, and, if at any time there is more than one such P