Piggyback Registration Statement Uses in Definitions Clause

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of June 15, 2017 by and among LONESTAR RESOURCES US INC., a Delaware corporation (the Company) and BATTLECAT OIL & GAS, LLC, a Texas limited liability company (the Initial Holder).

Definitions. The terms set forth below are used herein as so defined: Adverse Effect has the meaning given to such term in Section 2.03(c). 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. Battlecat means Battlecat Oil & Gas, LLC, a Delaware limited liability company. Commission has the meaning given to such term in Section 1.02. Common Stock means the Class A Voting Common Stock, par value $0.001 per share, of the Company. Company has the meaning given to such term in the introductory paragraph. EF Registration Rights Agreement means that certain Registration Rights Agreement, dated October 26, 2016, between the Company and EF Realisation Company Limited, as amended. Effectiveness Deadline has the meaning given to such term in Section 2.01(a). Effectiveness Period has the meaning given to such term in Section 2.01(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Filing Deadline has the meaning given to such term in Section 2.01(a). Holder means the Initial Holder and each of its transferees and assigns, in each case, for so long as each such Person is a record holder of any Registrable Securities. Initial Holder has the meaning given to such term in the introductory paragraph. Leucadia Registration Rights Agreement means that certain Registration Rights Agreement, dated August 2, 2016, among the Company, Leucadia National Corporation and Juneau Energy, LLC, as amended. Losses has the meaning given to such term in Section 2.07(a). Person means any individual, corporation, partnership, voluntary association, partnership, joint venture, trust, limited liability partnership, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. Piggyback Notice has the meaning given to such term in Section 2.03(a). Piggyback Registration Statement has the meaning given to such term in Section 2.03(a). Preferred Stock Registration Rights Agreement means that certain Registration Rights Agreement, dated June 15, 2017, by and between the Company and Chambers Energy Management, LP. Primary Managing Underwriter means, with respect to any Underwritten Offering pursuant to Section 2.03, the lead book-running manager of such Underwritten Offering. Purchase and Sale Agreement means that certain Purchase and Sale Agreement by and between the Company and Battlecat, dated as of May 25, 2017, as amended by that certain Amendment No. 1 to Purchase and Sale Agreement, by and between the same parties, dated as of the date hereof. Registrable Securities means (i) the aggregate number of shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock issued to Battlecat pursuant to the Purchase and Sale Agreement and held as of the date hereof and (ii) any shares of Common Stock issued or issuable with respect to any shares described in subsection (i) above by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to the Common Stock (it being understood that, for purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected). Registration Expenses has the meaning given to such term in Section 2.06(b). Registration Statement means a Shelf Registration Statement, Secondary Offering Registration Statement, Piggyback Registration Statement or other registration statement required pursuant hereto, as applicable. Secondary Managing Underwriter means, with respect to any Underwritten Offering pursuant to Section 2.02, the lead book-running manager of such Underwritten Offering. Secondary Offering has the meaning given to such term in Section 2.02(a). Secondary Offering Registration Statement has the meaning given to such term in Section 2.02(a). Securities Act means the Securities Act of 1933, as amended. Securities Purchase Agreement means the Amended and Restated Securities Purchase Agreement, dated as of June 15, 2017, by and between the Company and Chambers Energy Capital III, LP, as Initial Investor, and as may be amended from time to time in accordance with terms thereof. Selling Expenses has the meaning given to such term in Section 2.06(b). Selling Holder means a Holder who is selling Registrable Secu

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of June 15, 2017 by and among LONESTAR RESOURCES US INC., a Delaware corporation (the Company) and SN UR Holdings, LLC, a Delaware limited liability company (the Initial Holder).

Definitions. The terms set forth below are used herein as so defined: Adverse Effect has the meaning given to such term in Section 2.02(c). 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. Business Day means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or State of Texas are authorized or required by law or other governmental action to close. Closing Date means the date hereof. Commission has the meaning given to such term in Section 1.02. Common Stock means the Class A Voting Common Stock, par value $0.001 per share, of the Company. Company has the meaning given to such term in the introductory paragraph. Effective Date means, with respect to a particular Shelf Registration Statement, the date of effectiveness of such Shelf Registration Statement. Effectiveness Deadline has the meaning given to such term in Section 2.01(a). Effectiveness Period has the meaning given to such term in Section 2.01(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Existing Registration Rights Agreements means (i) that certain Registration Rights Agreement, dated the date hereof, between the Company and Battlecat Oil & Gas, LLC, (ii) that certain Registration Rights Agreement, dated October 26, 2016, between the Company and EF Realisation Company Limited, as amended to the date hereof, (iii) that certain Registration Rights Agreement, dated August 2, 2016, among the Company, Leucadia National Corporation and Juneau Energy, LLC, as amended to the date hereof, and (iv) that certain Registration Rights Agreement, dated the date hereof, between the Company and Chambers Energy Capital III, LP. Filing Deadline has the meaning given to such term in Section 2.01(a). Holder means the Initial Holder and each of its transferees and assigns, in each case, for so long as each such Person is a record holder of any Registrable Securities. Initial Holder has the meaning given to such term in the introductory paragraph. Losses has the meaning given to such term in Section 2.06(a). Person means any individual, corporation, partnership, voluntary association, partnership, joint venture, trust, limited liability partnership, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. Piggyback Notice has the meaning given to such term in Section 2.02(a). Piggyback Registration Statement has the meaning given to such term in Section 2.02(a). Primary Managing Underwriter means, with respect to any Underwritten Offering pursuant to Section 2.02, the lead book-running manager of such Underwritten Offering. Purchase and Sale Agreement means that certain Purchase and Sale Agreement by and between the Company and SN Marquis LLC dated as of May 26, 2017, as amended by that certain Amendment No. 1 to Purchase and Sale Agreement, dated as of June 15, 2017, by and between the same parties. Registrable Securities means (i) the aggregate number of shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock issued to the Initial Holder pursuant to the Purchase and Sale Agreement and (ii) any shares of Common Stock issued or issuable with respect to any shares described in subsection (i) above by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to the Common Stock (it being understood that, for purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected and whether or not subject to contingencies or conditions to the issuance of the Common Stock or conversion of any securities into Common Stock, including the Series B Preferred Stock). Registration Expenses has the meaning given to such term in Section 2.05(b). Registration Statement means a Shelf Registration Statement, Piggyback Registration Statement or other registration statement required pursuant hereto, as applicable. Required Holders means Holders of greater than 50% of the Registrable Securities. Securities Act means the Securities Act of 1933, as amended. Securities Purchase Agreement means the Amended and Restated Securities Purchase Agreement, dated as of June 15, 2017, by a

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of June 15, 2017 by and among LONESTAR RESOURCES US INC., a Delaware corporation (the Company), and each of the Persons listed on Schedule 1 hereto (the Initial Holders).

Definitions. The terms set forth below are used herein as so defined: Adverse Effect has the meaning given to such term in Section 2.02(c). 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. Battlecat Registration Rights Agreement means that certain Registration Rights Agreement, dated the date hereof, between the Company and Battlecat Oil & Gas, LLC. Commission has the meaning given to such term in Section 1.02. Common Stock means the Class A Voting Common Stock, par value $0.001 per share, of the Company. Company has the meaning given to such term in the introductory paragraph. Convertible Preferred Stock means the shares currently or hereafter existing of the Companys Series A-1 Convertible Participating Preferred Stock, par value $0.001. EF Registration Rights Agreement means that certain Registration Rights Agreement, dated October 26, 2016, between the Company and EF Realisation Company Limited. Effectiveness Deadline has the meaning given to such term in Section 2.01(a). Effectiveness Period has the meaning given to such term in Section 2.01(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Existing Registration Rights Agreements means (i) the Battlecat Registration Rights Agreement, (ii) that certain Registration Rights Agreement, dated the date hereof, between the Company and SN Marquis LLC, (iii) the EF Registration Rights Agreement and (iv) the Leucadia Registration Rights Agreement. Filing Deadline has the meaning given to such term in Section 2.01(a). Holder means the Initial Holder and each of its transferees and assigns, in each case, for so long as each such Person is a record holder of any Registrable Securities. Initial Holder has the meaning given to such term in the introductory paragraph. Leucadia Registration Rights Agreement means that certain Registration Rights Agreement, dated August 2, 2016, among the Company, Leucadia National Corporation and Juneau Energy, LLC. Losses has the meaning given to such term in Section 2.07(a). Person means any individual, corporation, partnership, voluntary association, partnership, joint venture, trust, limited liability partnership, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. Piggyback Notice has the meaning given to such term in Section 2.03(a). Piggyback Registration Statement has the meaning given to such term in Section 2.03(a). Primary Managing Underwriter means, with respect to any Underwritten Offering pursuant to Section 2.03, the lead book-running manager of such Underwritten Offering. Registrable Securities means, subject to Section 1.02, (i) the aggregate number of shares of Common Stock hereafter acquired by the Initial Holders or any Holder pursuant to the conversion of the Convertible Preferred Stock, (ii) any shares of Common Stock issuable pursuant to the terms of the Convertible Preferred Stock and (iii) any shares of Common Stock issued or issuable with respect to any shares described in subsection (i) above by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to the Common Stock (it being understood that, for purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected). Registration Expenses has the meaning given to such term in Section 2.06(b). Registration Statement means a Shelf Registration Statement, Secondary Offering Registration Statement, Piggyback Registration Statement or other registration statement required pursuant hereto, as applicable. Secondary Managing Underwriter means, with respect to any Underwritten Offering pursuant to Section 2.02, the lead book-running manager of such Underwritten Offering. Secondary Offering has the meaning given to such term in Section 2.02(a). Secondary Offering Registration Statement has the meaning given to such term in Section 2.02(a). Securities Act means the Securities Act of 1933, as amended. Securities Purchase Agreement means that certain Amended and Restated Securities Purchase Agreement by and among the Company and the Initial Holders dated as of June 15, 2017. Selling Expenses has the meaning given to such term in Section 2.06(b). Selling Ho

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of August 2, 2016 by and among LONESTAR RESOURCES US INC., a Delaware corporation (the Company), LEUCADIA NATIONAL CORPORATION (Leucadia) and JUNEAU ENERGY, LLC (Juneau and, together with Leucadia, the Initial Holders).

Definitions. The terms set forth below are used herein as so defined: Adverse Effect has the meaning given to such term in Section 2.03(c). 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. APA Shares means the aggregate number of shares of Common Stock issued to Juneau by the Company pursuant to the Asset Purchase Agreement. Asset Purchase Agreement means that certain Asset Purchase Agreement by and between the Company and Juneau dated as of the date hereof. Commission has the meaning given to such term in Section 1.02. Common Stock means the Class A Voting Common Stock, par value $0.001 per share, of the Company. Company has the meaning given to such term in the introductory paragraph. Effectiveness Deadline has the meaning given to such term in Section 2.01(a). Effectiveness Period has the meaning given to such term in Section 2.01(a). Equity Commitment Letter means that certain letter agreement by and among the Company, Lonestar Resources America Inc. and Leucadia, dated as of the date hereof. Exchange Act means the Securities Exchange Act of 1934, as amended. Filing Deadline has the meaning given to such term in Section 2.01(a). Holder means the Initial Holders and each of their respective transferees and assigns, in each case, for so long as each such Person is a record holder of any Registrable Securities. Initial Holders has the meaning given to such term in the introductory paragraph. Juneau has the meaning given to such term in the introductory paragraph. Leucadia has the meaning given to such term in the introductory paragraph. Losses has the meaning given to such term in Section 2.07(a). Person means any individual, corporation, partnership, voluntary association, partnership, joint venture, trust, limited liability partnership, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. Piggyback Notice has the meaning given to such term in Section 2.03(a). Piggyback Registration Statement has the meaning given to such term in Section 2.03(a). Primary Managing Underwriter means, with respect to any Underwritten Offering pursuant to Section 2.03, the lead book-running manager of such Underwritten Offering. Qualified Equity Offering has the meaning set forth in the Equity Commitment Letter. Registrable Securities means (i) the aggregate number of shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock issued to Juneau pursuant to the Securities Purchase Agreement, (ii) the APA Shares and (iii) the aggregate number of shares purchased by Leucadia or its Affiliate in a Qualified Equity Offering, which Registrable Securities are subject to the rights provided herein until such rights terminate pursuant to the provisions hereof. Registration Expenses has the meaning given to such term in Section 2.06(b). Registration Statement means a Shelf Registration Statement, Secondary Offering Registration Statement, Piggyback Registration Statement or other registration statement required pursuant hereto, as applicable. Secondary Managing Underwriter means, with respect to any Underwritten Offering pursuant to Section 2.02, the lead book-running manager of such Underwritten Offering. Secondary Offering has the meaning given to such term in Section 2.02(a). Secondary Offering Registration Statement has the meaning given to such term in Section 2.02(a). Securities Act means the Securities Act of 1933, as amended. Securities Purchase Agreement means that certain Securities Purchase Agreement, dated as of the date hereof, by and among, inter alia, Lonestar Resources America Inc., the Company, Juneau and Leucadia, as the same may be amended, supplemented or otherwise modified from time to time. Selling Expenses has the meaning given to such term in Section 2.06(b). Selling Holder means a Holder who is selling Registrable Securities pursuant to a registration statement. Shelf Registration Statement has the meaning given to such term in Section 2.01(a). Underwritten Offering means an offering in which shares of Common Stock are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a bought deal with one or more investment banks.

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of September 29, 2015, by and between Dominion Midstream Partners, LP, a Delaware limited partnership (the Partnership), and NJNR Pipeline Company, a New Jersey corporation (NJNR).

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 October 20, 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, any other Person that directly or indirectly controls, is controlled by, or is 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 a 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. Commission has the meaning given to such term in Section 1.02. Common Unit has the meaning set forth in the Partnership Agreement. Contribution Agreement has the meaning given to such term in the recitals of this Agreement. Effectiveness Period means the period from the effective date of a Registration Statement until the earliest of (i) the first date on which there are no longer any Registrable Securities, and (ii) the End Date. End Date has the meaning given to such term in Section 1.02. Exchange Act has the meaning given to such term in Section 2.09(a). Holder means the record holder or beneficial owner of any Registrable Securities. Losses has the meaning given to such term in Section 2.09(a). Managing Underwriter(s) means, with respect to any Underwritten Offering, the book-running lead manager(s) of such Underwritten Offering. NJNR has the meaning given to such term in the introductory paragraph. Notice has the meaning given to such term in Section 2.02(a). Option Notice has the meaning given to such term in Section 2.02(b). 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. Piggyback Registration has the meaning given to such term in Section 2.05(a). Piggyback Registration Notice has the meaning given to such term in Section 2.05(a). Piggyback Registration Statement has the meaning given to such term in Section 2.05(a). Piggyback Shelf Registration Statement has the meaning given to such term in Section 2.05(a). Piggyback Shelf Takedown has the meaning given to such term in Section 2.05(a). Registrable Securities means the Common Units issued (or issuable) to NJNR pursuant to the Contribution Agreement (subject to adjustment pursuant to Section 3.04), 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 or Piggyback Registration Statement pursuant to Section 2.01, Section 2.02 or Section 2.05 and/or in connection with an Underwritten Offering pursuant to Section 2.03(a), and the disposition of such Registrable Securities, including, without limitation, all registration, filing, securities exchange listing and securities exchange fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, fees of transfer agents and registrars, all word processing, duplicating and printing expenses, any transfer taxes and the fees and disbursements of counsel and independent public accountants for the Partnership, including the expenses of any special audits or cold comfort letters required by or incident to such performance and compliance. Registration Statement has the meaning given to such term in Section 2.01. Securities Act has the meaning given to such term in Section 1.02. Selling Expenses means all underwriting fees, discounts and selling commissions applicable to the sale of Registrable Securities. Selling Holder means a Holder who is selling Registrable Securities pursuant to a Registration Statement or Piggyback Registration Statement. Shelf Registration Statement has the meaning given to such term in Section 2.01. Testing-the-Waters Communication means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act. Underwritten Offering means an offering (including an offering pursuant to a Registration Statement or Piggyback Registration Statement) in which Registrable Securities are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a bought deal with o

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of September 29, 2015, by and between Dominion Midstream Partners, LP, a Delaware limited partnership (the Partnership), and North East Transmission Co., Inc., a Delaware corporation (NETCO), and National Grid IGTS Corp., a New York corporation (IGTS and, together with NETCO, the Contributor Parties).

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 October 20, 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, any other Person that directly or indirectly controls, is controlled by, or is 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 a 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. Commission has the meaning given to such term in Section 1.02. Common Unit has the meaning set forth in the Partnership Agreement. Contribution Agreement has the meaning given to such term in the recitals of this Agreement. Contributor Parties has the meaning given to such term in the introductory paragraph. Effectiveness Period means the period from the effective date of a Registration Statement until the earliest of (i) the first date on which there are no longer any Registrable Securities, and (ii) the End Date. End Date has the meaning given to such term in Section 1.02. Exchange Act has the meaning given to such term in Section 2.08(a). Holder means the record holder or beneficial owner of any Registrable Securities. IGTS has the meaning given to such term in the introductory paragraph. Losses has the meaning given to such term in Section 2.08(a). Managing Underwriter(s) means, with respect to any Underwritten Offering, the book-running lead manager(s) of such Underwritten Offering. NETCO has the meaning given to such term in the introductory paragraph. 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. Piggyback Registration has the meaning given to such term in Section 2.04(a). Piggyback Registration Notice has the meaning given to such term in Section 2.04(a). Piggyback Registration Statement has the meaning given to such term in Section 2.04(a). Piggyback Shelf Registration Statement has the meaning given to such term in Section 2.04(a). Piggyback Shelf Takedown has the meaning given to such term in Section 2.04(a). Registrable Securities means the Common Units issued (or issuable) to the Contributor Parties pursuant to the Contribution Agreement (subject to adjustment pursuant to Section 3.04), 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 or Piggyback Registration Statement pursuant to Section 2.01 or Section 2.04 and/or in connection with an Underwritten Offering pursuant to Section 2.02(a), and the disposition of such Registrable Securities, including, without limitation, all registration, filing, securities exchange listing and securities exchange fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, fees of transfer agents and registrars, all word processing, duplicating and printing expenses, any transfer taxes and the fees and disbursements of counsel and independent public accountants for the Partnership, including the expenses of any special audits or cold comfort letters required by or incident to such performance and compliance. Registration Statement has the meaning given to such term in Section 2.01. Securities Act has the meaning given to such term in Section 1.02. Selling Expenses means all underwriting fees, discounts and selling commissions applicable to the sale of Registrable Securities. Selling Holder means a Holder who is selling Registrable Securities pursuant to a Registration Statement or Piggyback Registration Statement. Shelf Registration Statement has the meaning given to such term in Section 2.01. Testing-the-Waters Communication means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act. Underwritten Offering means an offering (including an offering pursuant to a Registration Statement or Piggyback Registration Statement) in which Registrable Securities are sold to an underwriter on a firm commitment basis for reoffering to the public or an offer

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of December 6, 2012, by and between Halcon Resources Corporation, a Delaware corporation (the Company), and Petro-Hunt Holdings LLC, a Delaware limited liability company, and Pillar Holdings LLC, a Delaware limited liability company (the Sellers).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Shares means shares or other securities issued in respect of the Shares by reason of or in connection with any stock dividend, stock distribution, stock split or similar issuance. Agreement is defined in the introductory paragraph of this Agreement. Affiliate means, as to any specified Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified Person, (ii) any executive officer, director, trustee or general partner of the specified Person and (iii) any legal entity for which the specified Person acts as an executive officer, director, trustee or general partner. For purposes of this definition, control (including the correlative meanings of the terms controlled by and under common control with), as used with respect to any Person, shall mean the possession, directly, or indirectly through one or more intermediaries, of the power to direct or cause the direction of the management and policies of such Person, whether by contract, through the ownership of voting securities, partnership interests or other equity interests or otherwise. Barclays RRA means that certain Registration Rights Agreement dated as of March 5, 2012, as supplemented or amended, by and between the Company and Barclays Capital, Inc., as lead placement agent. Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York or Houston, Texas are authorized or obligated by applicable law, regulation or executive order to close. CH4 RRA means that certain Registration Rights Agreement dated as of August 1, 2012, by and among CH4 Energy II, LLC, PetroMax Leon, LLC and Petro Texas LLC and the Company (subsequently joined by U.S. King King LLC). Commission means the Securities and Exchange Commission. Common Stock is defined in the first recital clause of this Agreement. Company is defined in the introductory paragraph of this Agreement, and any successor thereto. End of Suspension Notice is defined in Section 5(b) hereof. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission pursuant thereto. Final Lock-Up Date means the last calendar day of the Lock-Up Period, as that term is defined in that certain Lock-Up Letter Agreement, dated December 6, 2012, between the Company and each of the Sellers. FINRA means the Financial Industry National Regulatory Agency. HALRES LLC means HALRES LLC, a Delaware limited liability company. Holder means (i) each Seller, so long as such Person is a record or beneficial owner of Registrable Shares, and (ii) each Permitted Assignee of Registrable Shares from any Seller or from any Permitted Assignee. Losses is defined in Section 6(a) hereof. Mandatory Registration Statement means the Mandatory Shelf Registration Statement or any Subsequent Shelf Registration Statement. Mandatory Shelf Registration Statement is defined in Section 2(a) hereof. NYSE means the New York Stock Exchange or any other national securities exchange on which the Common Stock is listed. Permitted Assignee means an assignee of rights under this Agreement, which assignment shall be evidenced in writing and may be made only to (i) an Affiliate of a Seller that acquires any of such Sellers Registrable Shares or (ii) a Person (including an Affiliate) to whom a Seller or a Permitted Assignee sells, assigns, distributes or otherwise transfers at least 20 million Registrable Shares. Person means an individual, limited liability company, partnership, corporation, trust, unincorporated organization, government or agency or political subdivision thereof, or any other legal entity. Piggyback Registration Statement is defined in Section 2(b) hereof. Prospectus means the prospectus included in any Registration Statement, including any preliminary prospectus, and all other amendments and supplements to any such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference, if any, in such prospectus. Purchase Agreement is defined in the first recital clause of this Agreement. Registrable Shares means the Shares and any Additional Shares in respect thereof; provided, however, that any such securities shall cease to be Registrable Shares on the earliest to occur of (i) the date on which they have been sold pursuant to a Registration Statement; (ii) the date on which they are sold pursuant to Rule 144; (iii) the date on which they are sold to the Company or its subsidiaries, or (iv) the date on which the Holder thereof is able to dispose of all such Holders Shares and Additional Shares within a three-month period pursuant to Rule 144. Registration Expenses means any and all expenses incident to the performance of or compliance with this Agreement, incl

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of December 6, 2012, by and between Halcon Resources Corporation, a Delaware corporation (the Company), and Petro-Hunt Holdings LLC, a Delaware limited liability company, and Pillar Holdings LLC, a Delaware limited liability company (the Sellers).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Shares means shares or other securities issued in respect of the Shares by reason of or in connection with any stock dividend, stock distribution, stock split or similar issuance. Agreement is defined in the introductory paragraph of this Agreement. Affiliate means, as to any specified Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified Person, (ii) any executive officer, director, trustee or general partner of the specified Person and (iii) any legal entity for which the specified Person acts as an executive officer, director, trustee or general partner. For purposes of this definition, control (including the correlative meanings of the terms controlled by and under common control with), as used with respect to any Person, shall mean the possession, directly, or indirectly through one or more intermediaries, of the power to direct or cause the direction of the management and policies of such Person, whether by contract, through the ownership of voting securities, partnership interests or other equity interests or otherwise. Barclays RRA means that certain Registration Rights Agreement dated as of March 5, 2012, as supplemented or amended, by and between the Company and Barclays Capital, Inc., as lead placement agent. Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York or Houston, Texas are authorized or obligated by applicable law, regulation or executive order to close. CH4 RRA means that certain Registration Rights Agreement dated as of August 1, 2012, by and among CH4 Energy II, LLC, PetroMax Leon, LLC and Petro Texas LLC and the Company (subsequently joined by U.S. King King LLC). Commission means the Securities and Exchange Commission. Common Stock is defined in the first recital clause of this Agreement. Company is defined in the introductory paragraph of this Agreement, and any successor thereto. End of Suspension Notice is defined in Section 5(b) hereof. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission pursuant thereto. Final Lock-Up Date means the last calendar day of the Lock-Up Period, as that term is defined in that certain Lock-Up Letter Agreement, dated December 6, 2012, between the Company and each of the Sellers. FINRA means the Financial Industry National Regulatory Agency. HALRES LLC means HALRES LLC, a Delaware limited liability company. Holder means (i) each Seller, so long as such Person is a record or beneficial owner of Registrable Shares, and (ii) each Permitted Assignee of Registrable Shares from any Seller or from any Permitted Assignee. Losses is defined in Section 6(a) hereof. Mandatory Registration Statement means the Mandatory Shelf Registration Statement or any Subsequent Shelf Registration Statement. Mandatory Shelf Registration Statement is defined in Section 2(a) hereof. NYSE means the New York Stock Exchange or any other national securities exchange on which the Common Stock is listed. Permitted Assignee means an assignee of rights under this Agreement, which assignment shall be evidenced in writing and may be made only to (i) an Affiliate of a Seller that acquires any of such Sellers Registrable Shares or (ii) a Person (including an Affiliate) to whom a Seller or a Permitted Assignee sells, assigns, distributes or otherwise transfers at least 20 million Registrable Shares. Person means an individual, limited liability company, partnership, corporation, trust, unincorporated organization, government or agency or political subdivision thereof, or any other legal entity. Piggyback Registration Statement is defined in Section 2(b) hereof. Prospectus means the prospectus included in any Registration Statement, including any preliminary prospectus, and all other amendments and supplements to any such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference, if any, in such prospectus. Purchase Agreement is defined in the first recital clause of this Agreement. Registrable Shares means the Shares and any Additional Shares in respect thereof; provided, however, that any such securities shall cease to be Registrable Shares on the earliest to occur of (i) the date on which they have been sold pursuant to a Registration Statement; (ii) the date on which they are sold pursuant to Rule 144; (iii) the date on which they are sold to the Company or its subsidiaries, or (iv) the date on which the Holder thereof is able to dispose of all such Holders Shares and Additional Shares within a three-month period pursuant to Rule 144. Registration Expenses means any and all expenses incident to the performance of or compliance with this Agreement, incl

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of August 1, 2012, by and between Halcon Resources Corporation, a Delaware corporation (the Company), on the one hand, and the parties listed on Exhibit A, Part 1 to this Agreement, (collectively, the Sellers), on the other hand.

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Shares means shares or other securities issued in respect of the Shares by reason of or in connection with any stock dividend, stock distribution, stock split or similar issuance. Agreement is defined in the introductory paragraph of this Agreement. Affiliate means, as to any specified Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified Person, (ii) any executive officer, director, trustee or general partner of the specified Person and (iii) any legal entity for which the specified Person acts as an executive officer, director, trustee or general partner. For purposes of this definition, control (including the correlative meanings of the terms controlled by and under common control with), as used with respect to any Person, shall mean the possession, directly, or indirectly through one or more intermediaries, of the power to direct or cause the direction of the management and policies of such Person, whether by contract, through the ownership of voting securities, partnership interests or other equity interests or otherwise. Barclays RRA means that certain Registration Rights Agreement dated as of March 5, 2012, as supplemented or amended, by and between the Company and Barclays Capital, Inc., as lead placement agent. Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York or Houston, Texas are authorized or obligated by applicable law, regulation or executive order to close. Closing Date means the Closing Date as defined in the PSA. Commission means the Securities and Exchange Commission. Common Stock is defined in the first recital clause of this Agreement. Company is defined in the introductory paragraph of this Agreement, and any successor thereto. End of Suspension Notice is defined in Section 5(b) hereof. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission pursuant thereto. FINRA means the Financial Industry National Regulatory Agency. HALRES LLC means HALRES LLC, a Delaware limited liability company. Holder means (i) each Person listed on Part 1 of Exhibit A to this Agreement, so long as such Person is a record owner of Registrable Shares, and (ii) each Permitted Assignee of Registrable Shares from any Person listed on Exhibit A to this Agreement or from any Permitted Assignee. Losses is defined in Section 6(a) hereof. Mandatory Registration Statement means the Mandatory Shelf Registration Statement or any Subsequent Shelf Registration Statement. Mandatory Shelf Registration Statement is defined in Section 2(a) hereof. NYSE means the New York Stock Exchange or any other national securities exchange on which the Common Stock is listed. Permitted Assignee means an assignee of rights under this Agreement, which assignment shall be evidenced in writing and may be made only to (i) an Affiliate of a Seller that acquires all of such Sellers Registrable Shares, (ii) any individual or entity listed on Part 2 of Exhibit A to whom a Seller distributes Registrable Shares, or (ii) an individual or entity (including an Affiliate) to whom a Seller or a Permitted Assignee sells, assigns distributes or otherwise transfers Registrable Shares aggregating at least 500,000 Registrable Shares. Person means an individual, limited liability company, partnership, corporation, trust, unincorporated organization, government or agency or political subdivision thereof, or any other legal entity. Piggyback Registration Statement is defined in Section 2(b) hereof. Prospectus means the prospectus included in any Registration Statement, including any preliminary prospectus, and all other amendments and supplements to any such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference, if any, in such prospectus. PSA is defined in the first recital clause of this Agreement. Registrable Shares means the Shares and any Additional Shares in respect thereof; provided, however, that any such securities shall cease to be Registrable Shares on the earliest to occur of (i) the date on which they have been sold pursuant to a Registration Statement; (ii) the date on which they are sold pursuant to Rule 144; (iii) the date on which they are sold to the Company or its subsidiaries, or (iv) the date on which the Holder thereof is able to dispose of all such Holders Shares and Additional Shares within a three-month period pursuant to Rule 144. Registration Expenses means any and all expenses incident to the performance of or compliance with this Agreement, including, without limitation: (i) all Commission, securities exchange, the NYSE and FINRA fees, (ii) all fees and expenses incurred in connection with complia

Definitions from Stockholder Rights Agreement

This Stockholder Rights Agreement (this "Agreement") is made and entered into as of June 29, 2011, by and among Carver Bancorp, Inc., a Delaware corporation (the "Company"), and the several purchasers signatory hereto (each a "Purchaser" and collectively, the "Purchasers").

Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement or the Certificate of Designations shall have the meanings given such terms in the Purchase Agreement or the Certificate of Designations (it being understood and agreed that if any capitalized term is defined in both the Purchase Agreement and the Certificate of Designations, the definition given such term in the Certificate of Designations shall control). As used in this Agreement, the following terms shall have the following meanings:"Advice" shall have the meaning set forth in Section 10(c)."Agreement" has the meaning set forth in the Preamble."Allowable Grace Period" has the meaning set forth in Section 2.1(e)."Certificate of Designations" means the certificate of designations of the Company filed with the Secretary of State of the State of Delaware containing the rights, preferences, limitations and terms of the Series C Preferred Stock and the Series D Preferred Stock."Commission" means the Securities and Exchange Commission."Company" has the meaning set forth in the Preamble."Demand Holders" has the meaning set forth in Section 2.2(a)."Demand Notice" has the meaning set forth in Section 2.2(a)."Demand Participation Notice" has the meaning set forth in Section 2.2(b)."Demand Registration" has the meaning set forth in Section 2.2(a)."Demand Registration Statement" has the meaning set forth in Section 2.2(a)."Effective Date" means the date that a Registration Statement filed pursuant to this Agreement is first declared effective by the Commission."Effectiveness Deadline" means, with respect to the Initial Registration Statement or the New Registration Statement, the earlier of (i) the 90th calendar day following the Closing Date (or the 135th calendar day following the Closing Date in the event that such Registration Statement is subject to review by the Commission) and (ii) the 5th Trading Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be "reviewed" or will not be subject to further review; provided, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business. "Effectiveness Period" shall have the meaning set forth in Section 2.1(b). "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any similar successor statute, and the rules and regulations promulgated thereunder."FINRA" has the meaning set forth in Section 3(j)."Grace Period" has the meaning set forth in Section 2.1(e)."Holder" or "Holders" means the holder or holders, as the case may be, from time to time of Registrable Securities."Indemnified Party" shall have the meaning set forth in Section 9(c)."Indemnifying Party" shall have the meaning set forth in Section 9(c)."Initial Registration Statement" has the meaning set forth in Section 2.1(a). "Losses" has the meaning set forth in Section 9(a)."New Registration Statement" has the meaning set forth in Section 2.1(a)."Offer" has the meaning set forth in Section 6(b)."Offer Notice" has the meaning set forth in Section 6(a)."Offer Period" has the meaning set forth in Section 6(b)."Offer Price" has the meaning set forth in Section 6(a)."Offered Shares" has the meaning set forth in Section 6(a)."Other Securities" means the shares of Common Stock or other equity securities of the Company (other than the U.S. Treasury Shares) which the Company is registering pursuant to a Piggyback Registration Statement covered by Section 2.3 or a Demand Registration Statement covered by Section 2.2. "Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind."Piggyback Inclusion Request" has the meaning set forth in Section 2.3(a)."Piggyback Notice" has the meaning set forth in Section 2.3(a)."Piggyback Registration Statement" has the meaning set forth in Section 2.3(a)."Principal Market" means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of the Closing Date, shall be the NASDAQ Global Select Market."Proceeding" means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened."Prospectus" means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of