Ohio Uses in Definitions Clause

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

Definitions from Cognovit Promissory Note

Definitions. All accounting terms used herein but not defined herein or in any other Loan Document have the meanings given to them by Generally Accepted Accounting Principles as promulgated by the Financial Accounting Standards Board in effect from time to time ("GAAP"). All capitalized terms used herein with reference to the Collateral and defined in the Uniform Commercial Code ("UCC") as adopted in the state of Ohio from time to time shall have the meaning given therein unless otherwise defined herein. Subject to the foregoing, the following terms shall have the meaning set forth below:

Definitions from Amendment

AGREEMENT dated as of November 18, 2011 (as amended by Amendment No. 1 and Consent, dated as of December 18, 2013 and, Amendment No. 2 and Consent, dated as of January 30, 2015 and Amendment No. 3 and Consent, dated as of March 16, 2017) among DUKE ENERGY CORPORATION, DUKE ENERGY CAROLINAS, LLC, DUKE ENERGY OHIO, INC., DUKE ENERGY INDIANA, INC.LLC, DUKE ENERGY KENTUCKY, INC., DUKE ENERGY PROGRESS, INC.LLC (f/k/a PROGRESS ENERGY CAROLINAS, INC.) and, DUKE ENERGY FLORIDA, INC.LLC (f/k/a PROGRESS ENERGY FLORIDA, INC.) asand PIEDMONT NATURAL GAS COMPANY, INC., as Borrowers, the Lenders from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. and THE ROYALMIZUHO BANK OF SCOTLAND PLC,, LTD., as Co-Syndication Agents, and BANK OF CHINA, NEW YORK BRANCH, BARCLAYS BANK PLC, CITIBANK, N.A., CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and UBS SECURITIES LLCROYAL BANK OF CAN

Definitions. The following terms, as used herein, have the following meanings: Additional Lender means any financial institution that becomes a Lender for purposes hereof pursuant to Section 2.17 or 8.06. Administrative Agent means Wells Fargo in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity. Administrative Questionnaire means, with respect to each Lender, the administrative questionnaire in the form submitted to such Lender by the Administrative Agent and submitted to the Administrative Agent (with a copy to each Borrower) duly completed by such Lender. Affiliate means, as to any Person (the specified Person) (i) any Person that directly, or indirectly through one or more intermediaries, controls the specified Person (a Controlling Person) or (ii) any Person (other than the specified Person or a Subsidiary of the specified Person) which is controlled by or is under common control with a Controlling Person. As used herein, the term control means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Agent means any of the Administrative Agent, the Co-Syndication Agents or the Co-Documentation Agents. Aggregate Exposure means, with respect to any Lender at any time, the aggregate amount of its Borrower Exposures to all Borrowers at such time. Agreement means this Agreement as the same may be amended from time to time. Amendment No. 3 shall mean that certain Amendment No. 3, dated as of March 16, 2017, among the Borrowers, the lenders party thereto and the Administrative Agent. Anti-Corruption Laws means the United States Foreign Corrupt Practices Act of 1977 and all other laws, rules, and regulations of any jurisdiction concerning or relating to bribery, corruption or money laundering. Applicable Lending Office means, with respect to any Lender, (i) in the case of its Base Rate Loans, its Domestic Lending Office and (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office. Applicable Margin means, with respect to Euro-Dollar Loans, Swingline Loans or Base Rate Loans to any Borrower, the applicable rate per annum for such Borrower determined in accordance with the Pricing Schedule. Appropriate Share has the meaning set forth in Section 8.03(d). Approved Fund means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender. Approved Officer means the president, the chief financial officer, a vice president, the treasurer, an assistant treasurer or the controller of the Borrower or such other representative of the Borrower as may be designated by any one of the foregoing with the consent of the Administrative Agent. Assignee has the meaning set forth in Section 9.06(c). Availability Percentage means, with respect to each Borrower at any time, the percentage which such Borrowers Sublimit bears to the aggregate amount of the Commitments, all determined as of such time. Bail-In Action means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. Bail-In Legislation means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. Bankruptcy Event means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding (or any similar proceeding), or generally fails to pay its debts as such debts become due, or admits in writing its inability to pay its debts generally, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business or assets appointed for it, or, in the good faith determination of the Administrative Agent (or, if the Administrative Agent is the subject of the Bankruptcy Event, the Required Lenders), has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that (except with respect to a Lender that is subject to a Bail-In Action) a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof so long as such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reje

Definitions from Asset Purchase Agreement

This ASSET PURCHASE AGREEMENT (this Agreement), dated as of February 23, 2017, is entered into by and between AEP Generation Resources Inc., a Delaware corporation (Seller), and Dynegy Zimmer, LLC, a Delaware limited liability company (Buyer). Seller and Buyer are herein referred to individually as a Party and collectively as the Parties.

Definitions. As used in this Agreement, the following terms have the meanings specified in this Section 1.1. Acquired Assets has the meaning set forth in Section 2.1. 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. 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 Deed, the Bill of Sale, the Assignment and Assumption Agreement, 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 Agreement means the agreement between Buyer and Seller pursuant to which, among other things, Seller shall assign, and Buyer shall assume, the Assumed Contracts, substantially in form set forth in Exhibit A attached hereto. Assumed Contracts has the meaning set forth in Section 2.1(e). Assumed Liabilities has the meaning set forth in Section 2.3. Assumed Real Property Contracts has the meaning set forth in Section 2.1(b). Bill of Sale means the bill of sale and assignment by which the title to the Personal Property included in the Acquired Assets shall be conveyed by Seller to Buyer, substantially in form set forth in Exhibit B attached hereto. Business means the business, as conducted as of the date hereof, of owning, operating and maintaining the Facility and the Site and delivering electric energy and ancillary services from the Facility 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 has the meaning set forth in the preamble. Buyer Disclosure Schedule means the disclosure schedule delivered by Buyer 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 Section 4.4(b). Buyer Indemnified Party has the meaning set forth in Section 8.2. Buyer Letters of Credit means the original (i) letter of credit dated January 5, 2017 in the current face amount of $18,930,200 issued by UBS AG with respect to the Facility pursuant to Section 6.14.7(b) of the Co-Owner Agreement (or any replacement thereof) and (ii) letter of credit dated January 4, 2017 in the current face amount of $22,943,018 issued by Credit Suisse AG with respect to the Stuart Facility pursuant to Section E.5.7.b. of the Stuart Co-Owner Agreement (or any replacement thereof). Capital Expenditure means any additions to or replacements of property and equipment related to the Acquired Assets. Casualty Loss has the meaning set forth in Section 7.6. Claim means any claim, demand, lawsuit, proceeding, arbitration or governmental investigation. Closing has the meaning set forth in Section 4.1. Closing Date has the meaning set forth in Section 4.1. Co-Owner Agreement has the meaning given to it in the recitals. Code means the Internal Revenue Code of 1986, as amended. Conesville Closing has the meaning set forth in Section 4.5(e). Conesville Facility means the approximately 780 megawatt coal-fired electric generating plant located on a site in Conesville, Ohio, known as Unit 4. Consent means any consent, approval, ratification, waiver or other authorization required under the terms, conditions or provisions of any Assumed Contracts. Contract means any written contract, agreement, lease, license, purchase order, evidence of indebtedness, indenture, note, bond, mortgage, deed of trust or other legally binding commitment or arrangement, excluding Permits. Deductible has the meaning set forth in Section 8.4(a). Deed means the limited warranty deed duly executed by Seller and duly acknowledged, which conveys to Buyer (i) Sellers fee simple title to the Owned Real Property and (ii) all of Sellers right, title and interest in and to the Other Real Property Interests, which shall be in substantially the form attached hereto as Exhibit C and in a form suitable for recording in the applicable recording office(s). DP&L has the meaning given to it in the recitals. Effective Time means 12:01 a.m. local time on the Closing Date. Emissions Agreement means that certain Acid Rain Program and Cross-State Air Pollution Rule Emission Allowances and Agreement of Representation for Generating Stations a

Definitions from It Services Agreement

THIS CREDIT SERVICES AGREEMENT (this Agreement) is made and entered into as of July 15, 2015, by and between NCP FINANCE OHIO, LLC, an Ohio limited liability company (Lender), and RISE CREDIT SERVICE OF OHIO, LLC a Texas limited liability company (CSO).

Definitions. Except as may be explicitly stated otherwise herein, the following terms shall have the following meanings ascribed to them below: Advertising Materials means all materials and methods used by CSO in the performance of its marketing and promotion obligations under this Agreement, including, without limitation, brochures, letters, print advertisements, Internet advertisements, television and radio communications and other advertising, promotional and similar materials. Borrowers mean those persons who are borrowers with respect to the Loans. CSO Program means the credit services program of CSO for providing credit services to Borrowers resident in the state of Ohio, including issuing guaranties on behalf of Borrowers to enhance their credit, and brokering Loans between Lender and Borrowers pursuant to this Agreement and the Program Guidelines. GLBA means the Gramm-Leach-Bliley Act of 1999, any successor federal statute thereto and all rules and regulations promulgated thereunder, as any of the same may be amended from time to time. Loan Program means the lending program of Lender for the origination and consummation of Loans pursuant to this Agreement. Loans means consumer loans with an interest rate not to exceed 25% per annum made by Lender to Borrowers resident in the state of Ohio pursuant to this Agreement and the Program Guidelines. Materials means the Advertising Materials and/or the Program Materials. Money Laundering and Anti-Terrorism Rules means, without limitation, federal states, rules, regulations and executive orders related to money laundering and anti-terrorism, including, without limitation, the Bank Secrecy Act, the USA PATRIOT Act of 2001, and rules and regulations promulgated by the United States Department of Treasury, the Office of Foreign Asset Control, and each other federal agency or office. Program Guidelines means those guidelines established pursuant to Section 6 below for the administration of the CSO Program and the Loan Program. Program Materials means all promissory notes, documents, and materials and methods used in connection with the performance of the parties obligations under this Agreement, including without limitation, applications, disclosures and agreements required by the Rules, promissory notes, privacy policies, collection materials and the like, but excluding Advertising Materials. Proprietary Rights means any copyright, patent, trademark, proprietary information or trade secret owned by a party hereto. Red Flag Rules means the identity theft provisions in the federal Fair Credit Reporting Act and the Federal Trade Commissions identity theft rules set forth in 16 C.F.R. Part 681, as each of the same may be amended from time to time. Regulatory Authority means any local, state, or federal regulatory authority having jurisdiction or exercising regulatory or similar oversight with respect to Lender, CSO, or Third Party Service Providers (except that nothing herein shall be deemed to constitute an acknowledgement by any party hereto that any Regulatory Authority has jurisdiction or exercises regulatory or similar oversight with respect to the Loans, the CSO Program and/or the Loan Program or any party hereto with respect to the performance of their respective obligations hereunder). Rules means all local, state, and federal statutes, regulations, or ordinances applicable to the acts of Lender, CSO, or a Third Party Service Provider as they relate to the CSO Program and/or the Loan Program; any order, decision, injunction, or similar pronouncement of any court, tribunal, or arbitration panel issued with respect to Lender, CSO, or a Third Party Service Provider in connection with this Agreement, the CSO Program and/or the Loan Program; and any regulations, policy statements, and any similar pronouncement of a Regulatory Authority applicable to the acts of Lender, CSO, or a Third Party Service Provider as they relate to this Agreement or the CSO Program and/or the Loan Program, if any. Third Party Service Provider means any contractor or service provider directly or indirectly retained by Lender or CSO, who provides or renders services in connection with the CSO Program and/or the Loan Program. Other terms defined herein have the meanings so given to them. Each reference in this Agreement to a definition is a reference to a definition contained in this Agreement, unless the context expressly provides otherwise. Whenever the context requires, references in this Agreement to the singular number shall include the plural, and the plural number shall include the singular. Words denoting gender shall include the masculine, feminine and neuter.

Definitions from Membership Interest Purchase Agreement

This ASSET AND MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement) dated as of January 24, 2017 by and between Bob Evans Farms, Inc., a Delaware corporation (Seller), and BER Acquisition, LLC, a Delaware limited liability company (Buyer). Each of Seller and Buyer is referred to herein as a Party and collectively as the Parties.

Definitions. As used herein, the following terms have the following meanings: Action means any action, audit, claim, charge, suit, arbitration, mediation, litigation, investigation, or proceeding, in each case at law or equity by or before any Governmental Authority, provided that Action shall not include tax audits or ordinary course health inspections. Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person. For purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or other ownership interests, by contract or otherwise, and the terms controlling and controlled have correlative meanings. Anti-Takeover Statute means Section 203 of the General Corporation Law of the State of Delaware or any other anti-takeover, moratorium, fair price, control share, interested stockholder or similar Law. Assignment and Assumption Agreement means one or more Assignment and Assumption Agreements, to be entered into in connection with the consummation of the transactions contemplated hereby, by and between Seller or a Subsidiary of Seller, as applicable, on the one hand, and Buyer or a permitted assign or Subsidiary of Buyer, as applicable, on the other, in form and substance reasonably acceptable to Seller and Buyer. Balance Sheet means the unaudited pro forma combined balance sheet of the Business as of October 28, 2016. Balance Sheet Date means October 28, 2016. Bill of Sale means one or more Bills of Sale, to be entered into in connection with the consummation of the transactions contemplated hereby, by and between Seller or a Subsidiary of Seller, as applicable, on the one hand, and Buyer or a permitted assign or Subsidiary of Buyer, as applicable, on the other, in form and substance reasonably acceptable to Seller and Buyer. Business means the business of (a) operating the Bob Evans chain of restaurants in the United States including those listed on Schedule 1.01(a) (each, a Restaurant, and collectively, the Restaurants), (b) developing, owning, operating, marketing and advertising Restaurant Services, and providing third parties the rights to develop, own, operate, market and advertise Restaurant Services including in connection with Bob Evans Express and (c) all other activities conducted by Seller and its Subsidiaries prior to the date hereof outside of the Prepared Foods Business directly supporting the performance of the Restaurant Services. Business Day means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York, or Cleveland, Ohio, are authorized or required by Law to close. Business Employee means (i) all Restaurant employees employed by Seller or its Subsidiaries immediately prior to the Closing; (ii) each employee (other than a Restaurant employee) of Seller or its Subsidiaries whose employment duties immediately prior to the Closing are primarily dedicated to the performance of services (including administrative or back-office support services) for the Business and only to the extent that such employees are set forth on Schedule 1.01(b) as of the date of this Agreement; and (iii) any employees hired by Seller or any of its Subsidiaries in the ordinary course of business consistent with past practice after the date of this Agreement and before the Closing Date to replace any of the employees set forth on Schedule 1.01(b) whose employment terminates after the date of this Agreement and before the Closing Date. Business Guarantees means all guarantees, letters of credit, comfort letters, bonds, sureties and other similar credit support or assurances provided by Seller or any of its Affiliates in support of any obligation of the Business, a true, complete and correct list of which as of the date hereof is set forth on Schedule 1.01(c). If and to the extent the assignment or transfer to Buyer or its Affiliates of any Lease included in the Leased Real Property pursuant hereto does not completely and irrevocably release Seller and all the Retained Subsidiaries, as applicable, to the extent Seller or such Retained Subsidiaries are liable under any such Business Guarantees, from all obligations and Liabilities under such Lease or requires that Seller or any of its Affiliates enter into a new guarantee, letter of credit, comfort letter, bond, surety and other credit support or assurance in respect of such Lease, such unreleased obligations, Liabilities, support or assurance shall be referred to herein as Lease Guarantees and shall be considered Business Guarantees hereunder. All Lease Guarantees shall be added to Schedule 1.01(c) as and when entered into. Business Intellectual Property means the Intellectual Property Rights owned by Seller or any of its Subsidiaries and exclusively used or held for use in connection with the con

DEFINITIONS from Equity Incentive Plan

The Plan is intended to foster and promote the long-term financial success of the Company and Related Entities and to increase shareholder value by [1] providing Participants an opportunity to acquire and maintain an ownership interest in the Company and [2] encouraging Participants to remain as directors of the Company and put forth the maximum efforts for the success of the Company and Related Entities. This Plan is amended and restated effective as of September 2016.

DEFINITIONS. When used in the Plan, the following words, terms and phrases have the meanings given to them in this section unless another meaning is expressly provided elsewhere in the Plan or clearly required by the context. When applying these definitions and any other word, term or phrase used in the Plan, the form of any definition or of any word, term or phrase will include any and all of its other forms. Act. The Securities Exchange Act of 1934, as amended, or any successor statute of similar effect, even if the Company is not subject to the Act. Annual Meeting. The annual meeting of the Company's shareholders. Award. Any Option, Restricted Stock, Restricted Stock Unit, Stock Appreciation Right or Whole Share granted under the Plan. Award Agreement. The written or electronic agreement between the Company and each Participant that describes the terms and conditions of each Award. If there is a conflict between the terms of the Plan and the terms of any Award Agreement, the terms of the Plan will govern. Board. The Company's board of directors. Business Combination. A "Business Combination" means the following: [1] the date that any Person, or more than one Person acting as a group, acquires ownership of stock of the Company that, together with the stock of the Company held by such Person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company; [2] the date that any Person, or more than one Person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or group), ownership of stock of the Company possessing 30 percent or more of the total voting power of the stock of the Company; [3] the date that a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; or [4] the date that any Person or more than one Person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or group) assets from the Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisition. The definition of Business Combination shall be interpreted in a manner consistent with the definition of "change in control event" under Code SS409A and Treasury Regulation SS1.409A-3(i)(5). Cause. Unless otherwise specified in the associated Award Agreement, removal from office for cause in accordance with Article SIXTH of the Company's Amended Articles of Incorporation and the Ohio General Corporation Law (organization) values">Ohio General Corporation Law. Change in Control. Unless otherwise specified in the associated Award Agreement, a "Change in Control" will occur when any Person (other than [1] the Company or any Related Entity, [2] any employee benefit plan of the Company or any Related Entity or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or [3] any Person who, on the Effective Date, was an Affiliate of the Company and owning in excess of ten percent of the outstanding Shares and the respective successors, executors, legal representatives, heirs and legal assigns of such Person), alone or together with its Affiliates and Associates, has acquired or obtained the right to acquire the beneficial ownership of 25 percent or more of Shares then outstanding. For purposes of this definition, "Affiliate" and "Associate" will have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act. Code. The Internal Revenue Code of 1986, as amended or superseded after the Effective Date, and any applicable rulings or regulations issued under the Code. Company. Worthington Industries, Inc., an Ohio corporation, and any and all successors to it. Director. A Person who, on an applicable Grant Date, [1] is an elected member of the Board (or has been appointed to the Board to fill an unexpired term and will continue to serve at the expiration of that term only if elected by shareholders) and [2] is not a Person who performs services for the Company or any Related Entity as a common-law employee. A Person's status as a Director will be determined as of the Grant Date of each Award made to that Person. Disability. Unless otherwise specified in the associated Award Agreement: [1] With respect to the payment, exercise or settlement of any Award that is (or becomes) subject to Code SS409A, [a] the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or [b] the Participant is determined to be totally disabled b

Definitions from Services and Secondment Agreement

THIS FOURTH AMENDED AND RESTATED OPERATION AND MANAGEMENT SERVICES AND SECONDMENT AGREEMENT (this "Agreement"), dated as of August 31, 2016 (the "Commencement Date"), is made by and among PBF Holding Company LLC, a Delaware limited liability company (the "Company"), Delaware City Refining Company LLC, a Delaware limited liability company ("Delaware City Refining"), Toledo Refining Company LLC, a Delaware limited liability company ("Toledo Refining"), Torrance Refining Company LLC, a Delaware limited liability company ("Torrance Refining"), Torrance Logistics Company LLC ("Torrance Logistics" and, together with Delaware City Refining, Toledo Refining and Torrance Refining, the "Company Subsidiaries," and together with the Company, collectively, the "Company Parties"), PBF Logistics GP LLC, a Delaware limited liability company (the "General Partner"), PBF Logistics LP, a Delaware limited partnership (the "Operator"), and Delaware City Terminaling Company LLC, a Delaware limited liabilit

Definitions. For purposes of this Agreement, including the foregoing recitals, the following terms shall have the meanings indicated below:"Affiliate" means, with respect to a specified Person, any other Person controlling, controlled by or under common control with that first Person. As used in this definition, the term "control" includes (a) with respect to any Person having voting securities or the equivalent and elected directors, managers or Persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the power to vote in the election of directors, managers or Persons performing similar functions, (b) ownership of 50% or more of the equity or equivalent interest in any Person and (c) the ability to direct the business and affairs of any Person by acting as a general partner, manager or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, each of the Company Parties, on the one hand, and each of the Operator Parties, on the other hand, shall not be considered Affiliates of each other."Agreement" has the meaning specified in the preamble to this document."Ancillary Company Services" has the meaning specified in Section 3.5."Annual Fee" has the meaning specified in Section 5.2."Applicable Law" means any applicable statute, law, regulation, Environmental Law, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued under any of the foregoing by, or any determination by, any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including all of the terms and provisions of the applicable common law of such Governmental Authority), as interpreted and enforced at the time in question."Arbitrable Dispute" means any and all disputes, controversies and other matters in question between the Operator Parties, on the one hand, and the Company Parties, on the other hand, arising under or in connection with this Agreement, which cannot be resolved by the Services Council within thirty (30) days (unless a longer duration is otherwise agreed to) from being submitted to the Services Council."Barrel" means forty-two (42) net U.S. gallons, measured at 60deg F and 1 atmospheric pressure."bpd" means barrels per day."Business Day" means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the State of California, State of Delaware, State of New York, State of New Jersey or the Ohio (organization) values">State of Ohio."Capital Expenditure" means any expenditure incurred to acquire or upgrade a fixed asset."Claimant" has the meaning specified in Article 22."Commencement Date" has the meaning specified in the preamble of this Agreement."Company" has the meaning specified in the preamble to this Agreement."Company Parties" has the meaning specified in the preamble of this Agreement."Company Services" has the meaning specified in Section 3.4."Company Subsidiaries" has the meaning specified in the preamble of this Agreement."Company Indemnitees" has the meaning specified in Section 14.1."Confidential Information" means all information, documents, records and data (including this Agreement, except to the extent required to be made public in a filing with the Securities and Exchange Commission or another Governmental Authority or pursuant to the rules and regulations of any national securities exchange) that a Party furnishes or otherwise discloses to the other Party (including any such items furnished prior to the execution of this Agreement), together with all analyses, compilations, studies, memoranda, notes or other documents, records or data (in whatever form maintained, whether documentary, computer or other electronic storage or otherwise) prepared by the receiving Party which contain or otherwise reflect or are generated from such information, documents, records and data; provided, however, that the term "Confidential Information" does not include any information that (a) at the time of disclosure or thereafter is or becomes generally available to or known by the public (other than as a result of a disclosure by the receiving Party), (b) is developed by the receiving Party without reliance on any Confidential Information or (c) is or was available to the receiving Party on a nonconfidential basis from a source other than the disclosing Party that, insofar as is known to the receiving Party after reasonable inquiry, is not prohibited from transmitting the information to the recipient by a contractual, legal or fiduciary obligation to the disclosing Party."control" (including with correlative meaning, the term "controlled by") means, as used with respect

Definitions from Services and Secondment Agreement

THIS FOURTH AMENDED AND RESTATED OPERATION AND MANAGEMENT SERVICES AND SECONDMENT AGREEMENT (this "Agreement"), dated as of August 31, 2016 (the "Commencement Date"), is made by and among PBF Holding Company LLC, a Delaware limited liability company (the "Company"), Delaware City Refining Company LLC, a Delaware limited liability company ("Delaware City Refining"), Toledo Refining Company LLC, a Delaware limited liability company ("Toledo Refining"), Torrance Refining Company LLC, a Delaware limited liability company ("Torrance Refining"), Torrance Logistics Company LLC ("Torrance Logistics" and, together with Delaware City Refining, Toledo Refining and Torrance Refining, the "Company Subsidiaries," and together with the Company, collectively, the "Company Parties"), PBF Logistics GP LLC, a Delaware limited liability company (the "General Partner"), PBF Logistics LP, a Delaware limited partnership (the "Operator"), and Delaware City Terminaling Company LLC, a Delaware limited liabilit

Definitions. For purposes of this Agreement, including the foregoing recitals, the following terms shall have the meanings indicated below:"Affiliate" means, with respect to a specified Person, any other Person controlling, controlled by or under common control with that first Person. As used in this definition, the term "control" includes (a) with respect to any Person having voting securities or the equivalent and elected directors, managers or Persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the power to vote in the election of directors, managers or Persons performing similar functions, (b) ownership of 50% or more of the equity or equivalent interest in any Person and (c) the ability to direct the business and affairs of any Person by acting as a general partner, manager or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, each of the Company Parties, on the one hand, and each of the Operator Parties, on the other hand, shall not be considered Affiliates of each other."Agreement" has the meaning specified in the preamble to this document."Ancillary Company Services" has the meaning specified in Section 3.5."Annual Fee" has the meaning specified in Section 5.2."Applicable Law" means any applicable statute, law, regulation, Environmental Law, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued under any of the foregoing by, or any determination by, any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including all of the terms and provisions of the applicable common law of such Governmental Authority), as interpreted and enforced at the time in question."Arbitrable Dispute" means any and all disputes, controversies and other matters in question between the Operator Parties, on the one hand, and the Company Parties, on the other hand, arising under or in connection with this Agreement, which cannot be resolved by the Services Council within thirty (30) days (unless a longer duration is otherwise agreed to) from being submitted to the Services Council."Barrel" means forty-two (42) net U.S. gallons, measured at 60deg F and 1 atmospheric pressure."bpd" means barrels per day."Business Day" means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the State of California, State of Delaware, State of New York, State of New Jersey or the Ohio (organization) values">State of Ohio."Capital Expenditure" means any expenditure incurred to acquire or upgrade a fixed asset."Claimant" has the meaning specified in Article 22."Commencement Date" has the meaning specified in the preamble of this Agreement."Company" has the meaning specified in the preamble to this Agreement."Company Parties" has the meaning specified in the preamble of this Agreement."Company Services" has the meaning specified in Section 3.4."Company Subsidiaries" has the meaning specified in the preamble of this Agreement."Company Indemnitees" has the meaning specified in Section 14.1."Confidential Information" means all information, documents, records and data (including this Agreement, except to the extent required to be made public in a filing with the Securities and Exchange Commission or another Governmental Authority or pursuant to the rules and regulations of any national securities exchange) that a Party furnishes or otherwise discloses to the other Party (including any such items furnished prior to the execution of this Agreement), together with all analyses, compilations, studies, memoranda, notes or other documents, records or data (in whatever form maintained, whether documentary, computer or other electronic storage or otherwise) prepared by the receiving Party which contain or otherwise reflect or are generated from such information, documents, records and data; provided, however, that the term "Confidential Information" does not include any information that (a) at the time of disclosure or thereafter is or becomes generally available to or known by the public (other than as a result of a disclosure by the receiving Party), (b) is developed by the receiving Party without reliance on any Confidential Information or (c) is or was available to the receiving Party on a nonconfidential basis from a source other than the disclosing Party that, insofar as is known to the receiving Party after reasonable inquiry, is not prohibited from transmitting the information to the recipient by a contractual, legal or fiduciary obligation to the disclosing Party."control" (including with correlative meaning, the term "controlled by") means, as used with respect

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of August 30, 2016, by and among Foresight Energy LP, a Delaware limited partnership (the Partnership), Foresight Reserves, LP, a Nevada limited partnership (Sponsor), Michael J. Beyer (Beyer) and the other parties signatory hereto.

Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the First Amended and Restated Agreement of Limited Partnership of the Partnership dated June 23, 2014, as amended from time to time (the Partnership Agreement). The terms set forth below are used herein as so defined: Affiliate means, with respect to a specified Person, directly or indirectly controlling, controlled by, or under direct or indirect common control with such specified Person. For the purposes of this definition, control 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. Agreement has the meaning given to such term in the introductory paragraph. Beyer has the meaning given to such term in the introductory paragraph. Commission has the meaning given to such term in Section 1.02. Contribution Agreement has the meaning given to such term in the recitals of this Agreement. Effectiveness Period has the meaning given to such term in Section 2.01. Exchange Act has the meaning given to such term in Section 2.08(a). Exchangeable Common Units means the Common Units issuable upon exchange of the Exchangeable PIK Notes in accordance with the terms of the Exchangeable PIK Notes Indenture. Exchangeable PIK Notes means the 15.00% Senior Secured Second Lien Exchangeable PIK Notes due 2017 issued by Foresight Energy LLC and Foresight Energy Finance Corporation pursuant to the Exchangeable PIK Notes Indenture. Exchangeable PIK Notes Indenture means the Indenture, dated as of August 30, 2016, by and among Foresight Energy LLC, Foresight Energy Finance Corporation, the other Persons party thereto as Guarantors thereunder, Wilmington Trust, National Association, as Trustee thereunder, American Stock Transfer & Trust Company LLC, as Notes Administrator and Exchange Agent thereunder, as amended, supplemented or otherwise modified from time to time. Fungible Securities means Common Units other than the Exchangeable Common Units until the time that such Exchangeable Common Units have been determined by the General Partner to have like intrinsic economic and United States federal income tax characteristics, in all material respects, to the intrinsic economic and United States federal income tax characteristics of the Common Units then held through The Depositary Trust Company. General Partner means Foresight Energy GP LLC, a Delaware limited liability company and the general partner of the Partnership. Holder means the record holder of any Registrable Securities party to this Agreement. Losses has the meaning given to such term in Section 2.08(a). Managing Underwriter means, with respect to any Underwritten Offering, the book-running lead manager of such Underwritten Offering. Notice has the meaning given to such term in Section 2.01. Operating Company means Foresight Energy LLC, a Delaware limited liability company and all of its subsidiaries. Original Agreement has the meaning given to such term in the recitals of this Agreement. Other Holder means (i) a Holder as that term is defined in the Registration Rights Agreement, dated as of August 30, 2016 (the Noteholder Registration Statement), among the Partnership and the other parties thereto and (ii) a Holder as that term is defined in the Registration Rights Agreement, dated as of August 30, 2016, among the Partnership and Murray Energy Corporation, an Ohio corporation, it being understood that an Other Holder is not a Holder under this Agreement. Partnership has the meaning given to such term in the introductory paragraph. Person means any individual, corporation, partnership, limited liability company, voluntary association, joint venture, trust, limited liability partnership, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. Primary Offering has the meaning given to such term in Section 2.02(b). Primary Units has the meaning given to such term in Section 2.02(b). Redemptee has the meaning given to such term in Section 2.02(b). Redemption has the meaning given to such term in Section 2.02(b). Redemption Demand Notice has the meaning given to such term in Section 2.02(b). Registrable Securities means the (i) Common Units that are owned or held by any Holder from time to time and (ii) Subordinated Units that are owned or held by any Holder from time to time, which Registrable Securities are subject to the rights provided herein until such rights terminate pursuant to the provisions hereof. Registration Expenses means all expenses (other than Selling Expenses) incident to the Partnerships performance under or compliance with this Agreement to effect the registration of Registrable Securities on a Registration Statement pursuant to Section 2.01 and/or in connection with an Underwritten Offering pursuant to Section 2.02(a), and the disposition of such Reg