New York City Uses in DEFINITIONS Clause

DEFINITIONS from Second Amended and Restated Credit Agreement

This Second Amended and Restated Credit Agreement (this Agreement), dated as of July 7, 2017, is among ArcBest Corporation (formerly known as Arkansas Best Corporation) and each of its direct or indirect Subsidiaries that joins this Agreement from time to time as a Borrowing Subsidiary, the Lenders and U.S. Bank National Association, a national banking association, as a LC Issuer, Swing Line Lender and as Administrative Agent. The parties hereto agree as follows:

DEFINITIONS. As used in this Agreement: Acquisition means any transaction, or any series of related transactions, consummated after the date of this Agreement, by which any Borrower or any Subsidiary (i) acquires any going business or all or substantially all of the assets of any firm, corporation or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company. Active Subsidiary means each Subsidiary which, as of the most recent fiscal quarter of the Parent, for the period of four (4) consecutive fiscal quarters then ended for which financial statements have been delivered pursuant to Section 6.1, contributed greater than 2% of the Parents Consolidated EBITDA for such period or greater than 2% of the Parents total assets as of the end of such period. Additional Commitment is defined in Section 2.24. Adjusted Leverage Ratio is defined in Section 6.23(b). Administrative Agent means U.S. Bank in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article X. Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent. Advance means a borrowing hereunder of Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect. The term Advance shall include Swing Line Loans unless otherwise expressly provided. Affected Lender is defined in Section 2.20. Affiliate of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person, including, without limitation, such Persons Subsidiaries. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise. Aggregate Commitment means the aggregate of the Commitments of all the Lenders, as reduced from time to time pursuant to the terms hereof, as the same may be increased from time to time pursuant to Section 2.24 or reduced from time to time pursuant to Section 2.7. As of the date of this Agreement, the Aggregate Commitment is $200,000,000. Aggregate Outstanding Credit Exposure means, at any time, the aggregate of the Outstanding Credit Exposure of all the Lenders. Agreement means this Second Amended and Restated Credit Agreement, as it may be amended or modified and in effect from time to time. Alternate Base Rate means, for any day, a rate of interest per annum equal to the highest of (i) 0.0%, (ii) the Prime Rate for such day, (iii) the sum of the Federal Funds Effective Rate for such day plus 0.50% per annum and (iv) the Eurodollar Rate (without giving effect to the Applicable Margin) for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) for Dollars plus 1.00%, provided that, for the avoidance of doubt, the Eurodollar Rate for any day shall be based on the rate reported by the applicable financial information service at approximately 11:00 a.m. London time on such day. Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to the Borrowers or their Subsidiaries from time to time concerning or relating to bribery or corruption. Applicable Fee Rate means, at any time, the percentage rate per annum at which commitment fees are accruing on the Available Aggregate Commitment at such time as set forth in the Pricing Schedule. Applicable Margin means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule. Applicable Pledge Percentage means, in the case of a pledge of equity interests of a First Tier Foreign Subsidiary, 65%. Approved Fund means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. Arranger means U.S. Bank, and its successors, in its capacity as Sole Lead Arranger and Sole Book Runner. Article means an article of this Agreement unless another document is sp

Definitions from Supplemental Indenture

ELEVENTH SUPPLEMENTAL INDENTURE, dated as of July 3, 2017 (this Supplemental Indenture), between TANGER PROPERTIES LIMITED PARTNERSHIP, a limited partnership duly organized and existing under the laws of North Carolina (hereinafter called the Issuer), having its principal executive office located at 3200 Northline Avenue, Suite 360, Greensboro, North Carolina 27408, and U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), a national banking association having a corporate trust office at One Federal Street, 10th Floor, Boston, MA 02110 as successor trustee under the Original Indenture (as defined below) (the Trustee).

Definitions. Capitalized terms used but not otherwise defined in this Supplemental Indenture shall have the meanings ascribed to them in the Original Indenture. In addition, the following terms shall have the following meanings to be equally applicable to both the singular and the plural forms of the terms set forth below: COMPARABLE TREASURY ISSUE means, with respect to any redemption or acceleration date for the Notes, the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the Assumed Remaining Life (as defined in Section 1.4(d)) 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 the Notes to be redeemed. COMPARABLE TREASURY PRICE means, with respect to any redemption or acceleration date for the Notes: (a) the average of four Reference Treasury Dealer Quotations for such redemption or acceleration date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (b) if the Issuer obtains fewer than four but more than one such Reference Treasury Dealer Quotations for such redemption or acceleration date, the average of all such quotations, or (c) if the Issuer obtains only one such Reference Treasury Dealer Quotation for such redemption or acceleration date, that Reference Treasury Dealer Quotation. DTC means The Depository Trust Company. GAAP means generally accepted accounting principles, as in effect from time to time, as used in the United States applied on a consistent basis. GLOBAL NOTE means a single fully-registered global note in book-entry form, without coupons, substantially in the form of Exhibit A attached hereto, which represents the Notes. INDENTURE means the Original Indenture as supplemented by this Supplemental Indenture and as further amended, modified or supplemented with respect to the Notes pursuant to the provisions of the Original Indenture. INDEPENDENT INVESTMENT BANKER means one of the Reference Treasury Dealers appointed by the Issuer. INTERCOMPANY DEBT means indebtedness owed by the Issuer, Company or any Subsidiary solely to the Issuer, Company or any Subsidiary. MATURITY DATE, when used with respect to any Note, means the date on which the principal of such Note or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise. REFERENCE TREASURY DEALER means with respect to any redemption or acceleration date for the Notes, each of (i) Wells Fargo Securities, LLC, a Primary Treasury Dealer (as defined herein) selected by SunTrust Robinson Humphrey, Inc. and a Primary Treasury Dealer selected by U.S. Bancorp Investments, Inc. (and their respective successors provided, however, that if any such firm or any such successor, as the case may be, ceases to be a primary U.S. Government securities dealer in The City of New York (a Primary Treasury Dealer), the Issuer shall substitute therefor another Primary Treasury Dealer); and (ii) two other Primary Treasury Dealers selected by the Issuer. REFERENCE TREASURY DEALER QUOTATIONS means, with respect to each Reference Treasury Dealer and any redemption or acceleration date for the Notes, the average, as determined by the Issuer, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Issuer by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption or acceleration date. STATED MATURITY when used with respect to any Note or any installment of principal thereof or interest thereon, means the date specified in such Note or a coupon representing such installment of interest as the fixed date on which the principal of such Note or such installment of principal or interest is due and payable. SUBSIDIARY means any entity of which at the time of determination the Issuer or one or more other Subsidiaries owns or controls, directly or indirectly, more than 50% of the shares of Voting Stock. The foregoing definition of Subsidiary shall only be applicable with respect to the covenants and other definitions set forth herein. TOTAL UNENCUMBERED ASSETS as of any date means Total Assets minus the value of any properties of the Issuer and its Subsidiaries that are encumbered by any mortgage, charge, pledge, lien, security interest, trust deed, deed of trust, deed to secure debt, security agreement, or other encumbrance of any kind to secure Indebtedness (other than those relating to Intercompany Debt), including the value of any stock of any Subsidiary that is so encumbered determined on a consolidated basis in accordance with GAAP; provided, however, that, in determining Total Unencumbered Assets as a percentage of outstand

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT dated June 29, 2017 (the Agreement) is entered into by and among Weatherford International Ltd., a Bermuda exempted company (the Company), the guarantors signatory hereto (collectively, the Guarantors), and Morgan Stanley & Co. LLC, as initial purchaser (the Initial Purchaser).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Guarantor shall mean any subsidiary of the Company that guarantees the Securities under the Indenture after the date of this Agreement. Business Day shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. Company shall have the meaning set forth in the preamble and shall also include the Companys successors. Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time. Exchange Dates shall have the meaning set forth in Section 2(a)(ii) hereof. Exchange Offer shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. Exchange Offer Registration shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. Exchange Securities shall mean senior notes issued by the Company and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer. FINRA means the Financial Industry Regulatory Authority, Inc. Free Writing Prospectus means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities. Guarantors shall have the meaning set forth in the preamble and shall also include any Guarantors successors that guarantee the Securities and any Additional Guarantors. Holders shall mean the Initial Purchaser, for so long as it owns any Registrable Securities, and its successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term Holders shall include Participating Broker-Dealers. Indemnified Person shall have the meaning set forth in Section 5(c) hereof. Indemnifying Person shall have the meaning set forth in Section 5(c) hereof. Indenture shall mean the Indenture dated as of October 1, 2003, by and among the Company, the Guarantors and Deutsche Bank Trust Company Americas, as trustee, as amended and supplemented by (i) the Third Supplemental Indenture dated as of February 26, 2009, (ii) the Seventh Supplemental Indenture, dated as of March 31, 2013, (iii) the Eighth Supplemental Indenture dated as of June 17, 2014 and (iv) the Eleventh Supplemental Indenture dated as of November 18, 2016 and as the same may be amended or supplemented in relation to the Securities from time to time hereafter in accordance with the terms thereof. Initial Purchaser shall have the meaning set forth in the preamble. Inspector shall have the meaning set forth in Section 3(a)(xiv) hereof. Issuer Information shall have the meaning set forth in Section 5(a) hereof. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained. Notice and Questionnaire shall mean a notice of registration statement and selling security holder questionnaire distributed to a Holder by the Company upon receipt of a Shelf Request from such Holder. Participating Broker-Dealer shall have the meaning set forth in Section 4(a) hereof. Participating Holder shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the C

Definitions from Senior Note

INDENTURE dated as of June 27, 2017 between Teladoc, Inc., a Delaware corporation, as issuer (the Company, as more fully set forth in Section 1.01) and Wilmington Trust, National Association, a national banking association organized under the laws of the United States of America, 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. Acquisition means the acquisition of BDHI by the Company pursuant to the Merger Agreement. Additional Interest means all amounts, if any, payable pursuant to Section 4.06(d), Section 4.06(e) and Section 6.03, as applicable. The Trustee shall have no obligation to monitor whether Additional Interest is payable or to calculate the amount of Additional Interest payable. Additional Shares shall have the meaning specified in Section 14.03(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. Notwithstanding anything to the contrary herein, the determination of whether one Person is an Affiliate of another Person for purposes of this Indenture shall be made based on the facts at the time such determination is made or required to be made, as the case may be, hereunder. Applicable Procedures means, with respect to any matter at any time relating to a Global Note, the rules, policies and procedures of the Depositary applicable to such matter. BDHI means Best Doctors Holdings, Inc., a Delaware corporation. Bid Solicitation Agent means the Company or the Person appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with Section 14.01(b)(i). The Company shall initially act as the Bid Solicitation Agent. The Company may, however, appoint another Person as the Bid Solicitation Agent without prior notice to the Holders. 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, but shall not include any debt securities convertible into or exchangeable for any securities otherwise constituting Capital Stock pursuant to this definition. Cash Settlement shall have the meaning specified in Section 14.02(a). Clause A Distribution shall have the meaning specified in Section 14.04(c). Clause B Distribution shall have the meaning specified in Section 14.04(c). Clause C Distribution shall have the meaning specified in Section 14.04(c). close of business means 5:00 p.m. (New York City time). Combination Settlement shall have the meaning specified in Section 14.02(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 $0.001 per share, at the date of this Indenture, subject to Section 14.07. Company shall have the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 11, shall include its successors and assigns. Company Order means a written order of the Company, signed by one of its Officers 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 14.02(c). Conversion Obligation shall have the meaning specified in Section 14.01(a). Conversion Price means as of any time, $1,000, divided by the Conversion Rate as of such time. Conversion Rate shall have the meaning specified in Sectio

Definitions from Secured Note

FOR VALUE RECEIVED, DTV America Corporation, a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to the order of Continental General Insurance Company, a Texas corporation (the "Lender"), or its assigns, the aggregate principal sum of Two Million Dollars ($2,000,000), together with interest on the unpaid principal balance of this Amended and Restated Secured Note (this "Note") outstanding from time to time at a rate equal to fourteen percent (14%) (computed on the basis of the actual number of days elapsed in a 365-day year) per annum (the "Interest Rate").

Definitions. Capitalized terms used herein shall have the meanings set forth in this Section 1.1.1"Affiliate" means as to any Person, any other Person that, directly or indirectly through one or more intermediaries, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" of a Person means the power, directly or indirectly, either to (a) vote ten (10%) percent or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.1.2"Asset Sale Notice" means a written notice given by the Borrower to the Lender of Borrower's intention to sell any or all of its assets including all terms and conditions of such sale (including without limitation, copies of any proposed agreements relating to such sale) with all net proceeds being delivered to the Lender and American Financial (as defined below). 1.3"Asset Sale Right of First Refusal" means the Lender's right of first refusal to purchase all of the assets that are the subject of an Asset Sale Notice pursuant to the delivery of a Purchase Notice within fifteen (15) Business Days of the Lender's receipt of a complete Asset Sale Notice so long as such purchase of assets is consummated by the Lender or its Affiliate within fifteen (15) Business Days of the receipt by the Borrower of the Purchase Notice. In no event shall the exercise by the Lender of an Asset Sale Right of First Refusal be deemed to be the acceptance of any Collateral by the Lender in full or partial satisfaction of the Loan.1.4"Borrower" has the meaning set forth in the introductory paragraph.1.5"Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by Law to close.1.6"Capital Lease" means any lease of personal property, the obligations with respect to which are required to be capitalized on a balance sheet of the lessee in accordance with GAAP.1.7"Capital Lease Obligations" means the obligations of lessee relating to a Capital Lease determined in accordance with GAAP.1.8"Collateral" means all assets and property of the Borrower now owned or at any time hereafter acquired or in which the Borrower now has or at any time in the future may acquire any right, title or interests, wherever located, including, but not limited to:

Definitions from Stock Purchase Agreement

THIS STOCK PURCHASE AGREEMENT (this Agreement) is made as of June 23, 2017 (the Effective Date) by and among Molecular Templates, Inc., a Delaware corporation (MTEM), Threshold Pharmaceuticals, Inc., a Delaware corporation (Threshold), and Millennium Pharmaceuticals, Inc., a Delaware corporation and a wholly owned subsidiary of Takeda Pharmaceutical Company Ltd. (the Investor). MTEM, Threshold and the Investor may each be referred to herein individually as a Party and collectively as the Parties.

Definitions. In addition to those terms defined elsewhere in this Agreement, for the purposes of this Agreement, the following terms shall have the meanings set forth below: Actual Reverse Split Ratio means the actual ratio for the Reverse Split that is approved by Thresholds Board of Directors and effectuated immediately prior to the Effective Time. Affiliate means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with, such Person. Assumed Per Share Purchase Price means $5.00 per Share. Assumed Reverse Split Ratio means 8.1970 pre-split shares of Common Stock for 1 post-split share of Common Stock. Business Day means any day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business. Companys Knowledge means the actual knowledge after reasonable investigation of the executive officers (as defined in Rule 405 under the Securities Act) of the Company and any executive officers of the Subsidiaries. Contract means any written agreement, contract, subcontract, lease, understanding, arrangement, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature. Control (including the terms Controlling, Controlled by or 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 Shares, by contract or otherwise. Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder. GAAP means generally accepted accounting principles in the United States. Governmental Authority means any federal, national, supranational, state, provincial, municipal, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body of competent jurisdiction. Law or Laws means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority. Material Adverse Effect means a material adverse effect on (i) the assets, properties, results of operations, financial condition, business or prospects of the Company and the Subsidiaries, taken as a whole or (ii) the authority or ability of the Company to perform its obligations under the Transaction Documents; provided that none of the following shall be taken into account, either alone or in combination, in determining whether there is a Material Adverse Effect: (a) effects caused by changes or circumstances affecting general market conditions in the U.S. economy or elsewhere in the world or which are generally applicable to the industry in which the Company operates; (b) effects attributable to the announcement or disclosure of the transactions contemplated by this Agreement (provided that any such announcement or disclosure is not in breach of this Agreement); (c) effects resulting from any changes in the market price or trading volume of the Common Stock; and (d) effects caused by any change in Law; provided further, in each case, that such effects do not, individually or in the aggregate, have a materially disproportionate adverse impact on the Company and the Subsidiaries, taken as a whole, relative to any other Person in the industry in which the Company operates. Order means any order, writ, injunction, judgment or decree. Permits means licenses, certificates, permits and other authorizations. Per Share Purchase Price means the price per Share to be paid by the Investor at the Closing, as determined pursuant to Section 3.2. Person means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, Governmental Authority or any other form of entity not specifically listed herein. PIPE Financing means the private placement by the Company to be made to certain investors pursuant to a Securities Purchase Agreement to be entered into pursuant to the Equity Commitment Letter dated March 16, 2017 by and among MTEM, Threshold and Longitude Venture Partners III, L.P., resulting in at least $20,000,000 of gross proceeds to the Company. Registration Statement has the meaning set forth in the Amended Registration Rights Agreement or the Investor Registration Rights Agreement, as applicable. Securities Act means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder. Shares means the aggregate nu

Definitions from Form of Note

INDENTURE dated as of June 26, 2017 between SYNAPTICS INCORPORATED, a Delaware corporation, as issuer (the Company, as more fully set forth in Section 1.01) and WELLS FARGO 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 4.06(d), Section 4.06(e) and Section 6.03, as applicable. Additional Shares shall have the meaning specified in Section 14.03(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. Notwithstanding anything to the contrary herein, the determination of whether one Person is an Affiliate of another Person for purposes of this Indenture shall be made based on the facts at the time such determination is made or required to be made, as the case may be, hereunder. Bid Solicitation Agent means the Company or the Person appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with Section 14.01(b)(i). The Company shall initially act as the Bid Solicitation Agent. The Company may replace the Bid Solicitation Agent by notice to the Trustee and the Holders. 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 14.02(a). Clause A Distribution shall have the meaning specified in Section 14.04(c). Clause B Distribution shall have the meaning specified in Section 14.04(c). Clause C Distribution shall have the meaning specified in Section 14.04(c). close of business means 5:00 p.m. (New York City time). Combination Settlement shall have the meaning specified in Section 14.02(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 $0.001 per share, at the date of this Indenture, subject to Section 14.07. Company shall have the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 11, 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 14.02(c). Conversion Obligation shall have the meaning specified in Section 14.01(a). Conversion Price means as of any time, $1,000, divided by the Conversion Rate as of such time. Conversion Rate shall have the meaning specified in Section 14.01(a). Corporate Trust Office means (i) the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 333 S. Grand Avenue, 5th Floor Suite 5A, Los Angeles, CA 90071, Attention: Corporate, Mun

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT dated June 23, 2017 (the Agreement) is entered into by and among Oppenheimer Holdings Inc, a Delaware corporation (the Company), E.A. Viner International Co., a Delaware corporation (Viner), Viner Finance Inc., a Delaware Corporation (Viner Finance and together with Viner, the Guarantors) and Oppenheimer & Co. Inc. (the Initial Purchaser).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Business Day shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. Company shall have the meaning set forth in the preamble and shall also include the Companys successors. Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time. Exchange Dates shall have the meaning set forth in Section 2(a)(ii) hereof. Exchange Offer shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. Exchange Offer Registration shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. Exchange Securities shall mean senior secured notes issued by the Company (the Exchange Notes) and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer. Free Writing Prospectus means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or any Guarantor or used or referred to by the Company or any Guarantor in connection with the sale of the Securities or the Exchange Securities. Guarantor shall have the meaning set forth in the preamble and shall also include the successors to Viner or Viner Finance and any other subsidiary of the Company that guarantees the Notes or any Exchange Notes. Holders shall mean the Initial Purchaser, for so long as it owns any Registrable Securities, and each of its successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term Holders shall include Participating Broker-Dealers. Indemnified Person shall have the meaning set forth in Section 5(c) hereof. Indemnifying Person shall have the meaning set forth in Section 5(c) hereof. Indenture shall mean the Indenture relating to the Securities, dated as of June 23, 2017, among the Company, the Guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, and as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof. Initial Purchaser shall have the meaning set forth in the preamble. Inspector shall have the meaning set forth in Section 3(a)(xiii) hereof. Issue Date shall mean June 23, 2017. Issuer Information shall have the meaning set forth in Section 5(a) hereof. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Notes under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Notes and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained. Participating Broker-Dealers shall have the meaning set forth in Section 4(a) hereof. Person shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such p

Definitions from Securities Purchase Agreement

THIS SECURITIES PURCHASE AGREEMENT (Agreement) is made as of the 20th day of June, 2017 by and among Madrigal Pharmaceuticals, Inc., a Delaware corporation (the Company), and the Investors set forth on the signature pages affixed hereto (each an Investor and collectively the Investors).

Definitions. In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms shall have the meanings set forth below: Affiliate means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common Control with, such Person. BBA Investors means the Investors that are Affiliates of Baker Bros. Advisors LP. Board means the Board of Directors of the Company. Business Day means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business. Common Stock Equivalents means any securities of the Company or any Subsidiary which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into, exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Companys Knowledge means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company, after due inquiry. Confidential Information means trade secrets, confidential information and know-how (including but not limited to ideas, formulae, compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications, support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related information). Control (including the terms controlling, controlled by or under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Effective Date means the date on which the initial Registration Statement is declared effective by the SEC. Effectiveness Deadline means the date on which the initial Registration Statement is required to be declared effective by the SEC under the terms of the Section 7.4 hereof. Insider means each director or executive officer of the Company, any other officer of the Company participating in the offering, any beneficial owner of 20% or more of the Companys outstanding voting equity securities, calculated on the basis of voting power, and any promoter connected with the Company in any capacity on the date hereof. Intellectual Property means all of the following: (i) patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable works; (iv) registrations, applications and renewals for any of the foregoing; and (v) proprietary computer software (including but not limited to data, data bases and documentation). Material Adverse Effect means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or otherwise), business, or prospects of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company to perform its obligations under the Transaction Documents. Material Contract means any contract, instrument or other agreement to which the Company or any Subsidiary is a party or by which it is bound which is material to the business of the Company and its Subsidiaries, taken as a whole, including those that have been filed or were required to have been filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K. Nasdaq means The Nasdaq Global Market. Person means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein. Registration Statement has the meaning set forth in Section 7.4. Required Investors means (i) prior to Closing, the Investors who have agreed to purchase a majority of the Securities to be sold hereunder on the Closing Date and (ii) from and after the Closing the Investors who, together with their Affiliates, beneficially own (calculated in accordance with Rule 13d-3 under the 1934 Act without giving effect to any limitation on the conversion of the Preferred Shares set forth therein) a majority of the Shares and Conversion Shares issuable pursuant hereto. SEC Filings has the meaning set forth in Section 4.6. Securities means the Shares, the Preferred Shares and the Conversion Shares. Subsidiary of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of whic

Definitions from Convertible Note

THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of THE GREATER CANNABIS COMPANY, INC., a Florida corporation, (the Borrower), having its principal place of business at 244 2nd Avenue N., Suite 9, St. Petersburg, FL 33701, facsimile: (727) 547-7350, due May 25, 2018 (this note, the Note and, collectively with the other notes of such series, the Notes).

Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings: Alternate Consideration shall have the meaning set forth in Section 5(d). Asset Disposition means the sale, transfer, lease, license, contribution or other conveyance of assets of Borrower in one or more dispositions not in the ordinary course of business that results in net cash proceeds to Borrower of $10,000 or more, in the aggregate. Bankruptcy Event means any of the following events: (a) Borrower or any Subsidiary thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to Borrower or any Subsidiary thereof, (b) there is commenced against Borrower or any Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) Borrower or any Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) Borrower or any Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) Borrower or any Subsidiary thereof makes a general assignment for the benefit of creditors, (f) Borrower or any Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts or (g) Borrower or any Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing. Beneficial Ownership Limitation shall have the meaning set forth in Section 4(d). Business Day means any day except any Saturday, any 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 required by law or other governmental action to close. Buy-In shall have the meaning set forth in Section 4(c)(v). Change of Control Transaction means, other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes, the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or group (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of Borrower, by contract or otherwise) of in excess of 50% of the voting securities of Borrower, (b) Borrower merges into or consolidates with any other Person, or any Person merges into or consolidates with Borrower and, after giving effect to such transaction, the stockholders of Borrower immediately prior to such transaction own less than 50% of the aggregate voting power of Borrower or the successor entity of such transaction, (c) Borrower sells or transfers all or substantially all of its assets to another Person and the stockholders of Borrower immediately prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by Borrower of an agreement to which Borrower is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above. Closing Price means on any particular date (a) the last reported closing bid price per share of Common Stock on such date on the Trading Market (as reported by Bloomberg L.P. at 4:15 p.m. (New York City time)), or (b) if there is no such price on such date, then the closing bid price on the Trading Market on the date nearest preceding such date (as reported by Bloomberg L.P. at 4:15 p.m. (New York City time)), or (c) if the Common Stock is not then listed or quoted on a Trading Market and if prices for the Common Stock are then reported in the pink sheets published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) if the shares of Common Stock are not then publicly traded the fair market val