Registrable Securities Uses in Definitions Clause

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of July 17, 2017 (the Effective Date), is made and entered into by and among Buffalo Investor I, LP, a Delaware limited partnership (Buffalo I), Buffalo Investor II, LP, a Delaware limited partnership (Buffalo II, and together with Buffalo I, the Sellers) and SemGroup Corporation, a Delaware corporation (the Company).

Definitions. As used in and for purposes of this Agreement, the following terms have the following meanings: Affiliate means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise. Without limiting the foregoing, for the purposes of this Agreement, any managed investment funds or other investment vehicles shall be considered Affiliates. Agreed Securities Exchange means the New York Stock Exchange. Agreement means this Agreement, as amended from time to time. beneficial owner and words of similar import have the meaning assigned to such terms in Rule 13d-3 promulgated under the Exchange Act as in effect on the Effective Date. Block Trade means any sales in privately negotiated transactions to one or more purchasers, in a block trade in which a broker-dealer may seek to sell securities as an agent but may position and sell a portion of the block as principal, in purchases by a broker-dealer as principal and resale by the broker-dealer for its account, in transactions in which the broker solicits purchasers, or directly to one or more purchasers or through agents. Buffalo I has the meaning set forth in the preamble to this Agreement. Buffalo II has the meaning set forth in the preamble to this Agreement. Business Day means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized to close in the City of Houston in the United States of America. Closing Date shall have the meaning set forth in the Purchase Agreement. Company has the meaning set forth in the preamble to this Agreement. Effective Date has the meaning set forth in the preamble to this Agreement. Effectiveness Period has the meaning set forth in Section 2.1(a). Equity Interests means any type of equity ownership in the Company, or right to acquire any equity ownership in the Company, including SemGroup Common Shares or other shares or a similar security, or any other interest entitling the holder thereof to participate in dividends or otherwise granting any other economic, voting or other rights, obligations, benefits or interests in, or attaching to, such interests. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Floor has the meaning set forth in Section 2.1(b). Governmental Entity means any (i) nation, region, state, province, county, city, town, village, district or other jurisdiction, (ii) federal, state, local, municipal, foreign or other government, (iii) governmental or quasi-governmental body of any nature (including any governmental agency, branch, department, court or tribunal, or other entities), (iv) multinational organization or body or (v) body entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature. Included Registrable Securities has the meaning set forth in Section 2.2. Indemnifying Party has the meaning set forth in Section 2.8(c). Inspectors has the meaning set forth in Section 2.3(n). Law means any law, statute, code, ordinance, order, rule, rule of common law, regulation, judgment, decree or injunction, of any Governmental Entity. Losses means any and all losses, claims, damages, liabilities, obligations, costs and expenses (including as a result of any notices, actions, suits, proceedings, claims, demands, assessments, judgments, awards, costs, penalties, taxes and reasonable out-of-pocket expenses, including reasonable attorneys fees). Marketed Offering has the meaning set forth in Section 2.1(b). Offering Expenses has the meaning set forth in Section 2.6. Opt-Out Notice has the meaning set forth in Section 2.2. Participating Shareholders has the meaning set forth in Section 2.1(b). Participating Shareholder Indemnified Persons has the meaning set forth in Section 2.8(a). Party has the meaning set forth in the preamble to this Agreement. Person means any natural person, group (including a group under Section 13(d) of the Exchange Act), corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any Governmental Entity. Prospectus means the prospectus (including any preliminary prospectus and any final prospectus) included in any Registration Statement, as amended or sup

Definitions from Amended and Restated Registration Rights Agreement

This Amended and Restated Registration Rights Agreement (this Agreement), dated as of June 30, 2017, is entered into by and among WildHorse Resource Development Corporation, a Delaware corporation (the Company), and each of the other parties listed on the signature pages hereto (the Initial Holders and, together with the Company, the Parties).

Definitions. As used in this Agreement, the following terms have the meanings indicated: Acquisition Co. Holdings means WHE AcqCo Holdings, LLC, a Delaware limited liability company. Affiliate means, with respect to any specified Person, a Person that directly or indirectly Controls or is Controlled by, or is under common Control with, such specified Person; provided, however, that (i) the Company shall not be considered an Affiliate of any Holder for purposes of this Agreement and (ii) the Preferred Holders and the Sponsoring Holders shall not be considered Affiliates of each other for purposes of this Agreement. Automatic Shelf Registration Statement means an automatic shelf registration statement as defined under Rule 405. Board means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking institutions in the State of Texas or the State of New York are authorized or required to be closed by law or governmental action. Carlyle means CP VI Eagle Holdings, L.P. Certificate means the Certificate of Designations establishing the terms of the Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on June 30, 2017. Commission means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act. Common Stock means the common stock, par value $0.01 per share, of the Company. Company Securities means any equity interest of any class or series in the Company. Control (including the terms Controls, Controlled by and under common Control with) means the possession, direct or indirect, of the power to (a) direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise or (b) vote 10% or more of the securities having ordinary voting power for the election of directors of a Person. Convertible Preferred Stock means the shares of Series A Perpetual Convertible Preferred Stock of the Company issued to Carlyle pursuant to the Preferred Purchase Agreement. Effective Date means the time and date that a Registration Statement is first declared effective by the Commission or otherwise becomes effective. Esquisto Holdings means Esquisto Holdings, LLC, a Delaware limited liability company. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. Holder means (a) WildHorse Holdings unless and until WildHorse Holdings ceases to hold any Registrable Securities; (b) Esquisto Holdings unless and until Esquisto Holdings ceases to hold any Registrable Securities; (c) Acquisition Co. Holdings unless and until Acquisition Co. Holdings ceases to hold any Registrable Securities, (d) Jay Graham unless and until Jay Graham ceases to hold any Registrable Securities, (e) Anthony Bahr unless and until Anthony Bahr ceases to hold any Registrable Securities, (f) NGP unless and until NGP ceases to hold any Registrable Securities, (g) each Preferred Holder unless and until such Preferred Holder ceases to hold any Registrable Securities; (h) each KKR Holder unless and until such KKR Holder ceases to hold any Registrable Securities; and (i) any holder of Registrable Securities to whom registration rights conferred by this Agreement have been transferred in compliance with Section 8(e) hereof; provided that any Person referenced in clause (i) shall be a Holder only if such Person agrees in writing to be bound by and subject to the terms set forth in this Agreement. Initiating Holder means the Sponsoring Holder or Preferred Holder delivering the Demand Notice or the Underwritten Offering Notice, as applicable. IPO Holders means WildHorse Holdings, Esquisto Holdings, Acquisition Co. Holdings, Jay Graham, Anthony Bahr and NGP. KKR Holders means EIGF Aggregator LLC, a Delaware limited partnership, TE Admiral A Holding L.P., a Delaware limited liability company, TE Drilling Aggregator LLC, a Delaware limited liability company, and Aurora C-I Holding L.P., a Delaware limited partnership. Lock-Up Period (i) with respect to the Preferred Holders, means the first anniversary of the date of this Agreement and (ii) with respect to all other Holders, has the meaning set forth in the underwriting agreement entered into by the Company in connection with the initial underwritten public offering of shares of Common Stock. Material Adverse Change means (a) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States; (b) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States; (c) a material outbreak or escalation of armed hostilities or other international or national calamity involving the United States or the declaration by the United States of a natio

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement), dated as of July , 2017, is entered into by and among PetIQ, Inc., a Delaware corporation (the Company), each person executing this Agreement and listed as a Continuing LLC Owner on the signature pages hereto (together with their Permitted Transferees that become a party hereto, the Continuing LLC Owners) and each Person executing this Agreement and listed as a C-Corp LLC Owner Parent on the signature pages hereto (collectively, together with their Permitted Transferees that become party hereto, the C-Corp LLC Owner Parents).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Adverse Disclosure means public disclosure of material non-public information that, in the good faith judgment of the board of directors of the Company, (a) would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement, from and after its effective date, does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (c) the Company has a bona fide business purpose for not disclosing publicly. Affiliate means, with respect to any specified Person, (a) any Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person, (b) a Member of the Immediate Family of such Person, and (c) any investment fund advised or managed by, or under common control or management with, such specified Person; provided that the Company and each of its subsidiaries shall be deemed not to be Affiliates of any C-Corp LLC Owner Parent. As used in this definition, the term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Agreement shall have the meaning set forth in the preamble. Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York. C-Corp LLC Owner Parents shall have the meaning set forth in the preamble. Class A Common Stock shall have the meaning set forth in the Recitals. Class B Common Stock shall have the meaning set forth in the Recitals. Common Stock shall have the meaning set forth in the Recitals. Continuing LLC Owners shall have the meaning set forth in the preamble. Demand Notice shall have the meaning set forth in Section 3.2.3. Demand Registration shall have the meaning set forth in Section 3.2.1(a). Demand Registration Request shall have the meaning set forth in Section 3.2.1(a). Demand Registration Statement shall have the meaning set forth in Section 3.2.1(c). Demand Suspension shall have the meaning set forth in Section 3.2.6. Exchange means the exchange of shares of Class B Common Stock together with Holdings Units for shares of Class A Common Stock pursuant to the PetIQ LLC Operating Agreement. Exchange Act means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time. Exchange Registration shall have the meaning set forth in Section 3.1.1. Exchange Registration Statement shall have the meaning set forth in Section 3.1.1. FINRA means the Financial Industry Regulatory Authority. Holders means C-Corp LLC Owner Parents and Continuing LLC Owners who then hold Registrable Securities under this Agreement. IPO shall have the meaning set forth in the Recitals. Issuer Free Writing Prospectus means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of the Registrable Securities. Loss shall have the meaning set forth in Section 3.10.1. Member of the Immediate Family means, with respect to any Person who is an individual, (a) each parent, spouse (but not including a former spouse or a spouse from whom such Person is legally separated) or child (including those adopted) of such individual and (b) each trust naming only one or more of the Persons listed in sub-clause (a) as beneficiaries. Holdings Units shall have the meaning set forth in the Recitals. Participation Conditions shall have the meaning set forth in Section 3.3.5(b). Permitted Transferee means (a) any Affiliate of a Holder and (b) such other Persons designated by the Holders of a majority of the Registrable Securities under this Agreement. Person means any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof. PetIQ LLC shall have the meaning set forth in the Recitals. PetIQ LLC Operating Agreement shall have the meaning set forth in the Recitals. Piggyback Notice shall have the meaning set forth in Section 3.4.1. Piggyback Registration shall have the meaning set forth in Section 3.4.1. Potential Takedown Participant shall have the meaning set forth in Section 3.3.5(b). Pro Rata Portion means, with respect to each Holder requesting that its shares be registered or sold in an Underwritten Public Offering, a number of such shares equal to the aggregate

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into between General Electric Company, a New York corporation (GE), and Baker Hughes, a GE company, a Delaware corporation (formerly known as Bear Newco, Inc.) (Newco or the Company). Certain terms used in this Agreement are defined in Section 1.1.

Definitions. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Transaction Agreement. The following terms shall have the meanings set forth in this Section 1.1: Exchange Act means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations promulgated by the SEC thereunder. Excluded Registration means a registration under the Securities Act of (i) Registrable Securities pursuant to one or more Demand Registrations pursuant to Section 2 hereof, (ii) securities registered on Form S-8 or any similar successor form, and (iii) securities registered to effect the acquisition of, or combination with, another Person. Holder means (i) GE and (ii) any direct or indirect transferee of GE who shall become a party to this Agreement in accordance with Section 2.9 and has agreed in writing to be bound by the terms of this Agreement. Person or person means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. register, registered and registration refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement. Registrable Securities means the Class A Common Stock, including any shares thereof issuable upon or issued upon exercise, conversion or exchange of other securities of Newco or any of its subsidiaries (including Class B Common Stock and Membership Interests) (and, for the avoidance of doubt, each Holder shall be deemed to hold the Registrable Securities so issuable in respect of such other securities held by such Holder) and any securities issued or issuable directly or indirectly with respect to, in exchange for, upon the conversion of or in replacement of the Class A Common Stock, whether by way of a dividend or distribution or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, exchange or other reorganization, owned by the Holders, whether owned on the date hereof or acquired hereafter; provided, however, that securities that, pursuant to Section 3.1, no longer have registration rights hereunder shall not be considered Registrable Securities. Requesting Holders shall mean any Holder(s) requesting to have its (their) Registrable Securities included in any Demand Registration or Shelf Registration. SEC means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. Securities Act means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations promulgated by the SEC thereunder.

Definitions from Rights Agreement

THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of April 12, 2017, by and among Sienna Biopharmaceuticals, Inc., a Delaware corporation (the Company), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a Key Holder.

Definitions. For purposes of this Agreement: Affiliate means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital fund or other investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person. Affiliated Fund means with respect to (i) a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company, and (ii) an investment company registered under the Investment Company Act of 1940, as amended, advised by Fidelity or any affiliated investment advisor of Fidelity, one or more mutual fund, pension fund, pooled investment vehicle or institutional client advised by Fidelity or any affiliated investment advisor of Fidelity, in each case, registered under the Investment Advisers Act of 1940. Common Stock means shares of the Companys common stock, par value $0.0001 per share. Competitor means, as of any date, a Person engaged, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in the business conducted or proposed to be conducted by the Company on such date, but shall not include any financial investment firm or collective investment vehicle that, together with its Affiliates, holds less than twenty percent (20)% of the outstanding equity of any Competitor and does not, nor do any of its Affiliates, have a right to designate any members of the Board of Directors of any Competitor; provided, however, that under no circumstances shall any Fidelity Entity be considered a Competitor. Damages means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law. Derivative Securities means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Excluded Registration means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. Fidelity Entity means Fidelity or its Affiliated Funds. Fidelity means Fidelity Management & Research Company. Form S-1 means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC. Form S-3 means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC. GAAP means generally accepted accounting principles in the United States. Holder means any holder of Registrable Securities who is a party to this Agreement. Immediate Family Member means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a na

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement), dated as of , 2017, is entered into by and between Venator Materials PLC, an England and Wales public limited company (the Company), Huntsman International LLC, a Delaware limited liability company, and Huntsman (Holdings) Netherlands B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the Initial Holders and, together with the Company, the Parties).

Definitions. As used in this Agreement, the following terms have the meanings indicated: Affiliate means, with respect to any specified Person, a Person that directly or indirectly Controls or is Controlled by, or is under common Control with, such specified Person. Agreement has the meaning set forth in the preamble. Automatic Shelf Registration Statement means an automatic shelf registration statement as defined under Rule 405. Blackout Period has the meaning set forth in Section 3(o). Board means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking institutions in the State of Texas or the State of New York are authorized or required to be closed by law or governmental action. Commission means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act. Company has the meaning set forth in the preamble. Company Securities means any equity interest of any class or series in the Company. Control (including the terms Controls, Controlled by and under common Control with) means the possession, direct or indirect, of the power to (a) direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise or (b) vote 10% or more of the securities having ordinary voting power for the election of directors of a Person. Demand Notice has the meaning set forth in Section 2(a)(i). Demand Registration has the meaning set forth in Section 2(a)(i) Effective Date means the time and date that a Registration Statement is first declared effective by the Commission or otherwise becomes effective. Effectiveness Period has the meaning set forth in Section 2(a)(ii). Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. Holder means (a) each of the Initial Holders until the Initial Holders cease to hold any Registrable Securities, (b) any Affiliate of an Initial Holder if such Affiliate holds Registrable Securities and until such Affiliate ceases to hold any Registrable Securities and (c) any holder of Registrable Securities to whom registration rights conferred by this Agreement have been transferred in compliance with Section 8(e) hereof. For the avoidance of doubt, for purposes of this Agreement, the Company and the Initial Holders shall not be considered Affiliates of each other. Holder Indemnified Persons has the meaning set forth in Section 6(a). Initial Holders has the meaning set forth in the preamble. Initiating Holder means the Holder delivering the Demand Notice or the Underwritten Offering Notice, as applicable. Lock-Up Period has the meaning set forth in the underwriting agreement entered into by the Company in connection with the initial underwritten public offering of Ordinary Shares. Losses has the meaning set forth in Section 6(a). Material Adverse Change means (a) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States; (b) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States; (c) a material outbreak or escalation of armed hostilities or other international or national calamity involving the United States or the declaration by the United States of a national emergency or war or a change in national or international financial, political or economic conditions; or (d) any event, change, circumstance or effect that is or is reasonably likely to be materially adverse to the business, properties, assets, liabilities, condition (financial or otherwise), operations, results of operations or prospects of the Company and its subsidiaries taken as a whole.Minimum Amount has the meaning set forth in Section 2(a)(i). Ordinary Shares means the ordinary shares, par value $0.32 per share, of the Company. Parties has the meaning set forth in the preamble. Person means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, estate, trust, government (or an agency or subdivision thereof) or other entity of any kind. Piggyback Registration has the meaning set forth in Section 2(c)(i). Piggyback Registration Notice has the meaning set forth in Section 2(c)(i). Piggyback Registration Request has the meaning set forth in Section 2(c)(i). Proceeding means any action, claim, suit, proceeding or investigation (including a preliminary investigation or partial proceeding, such as a deposition) pending or, to the knowledge of the Company, to be threatened. Prospectus means the prospectus included in a Registration Statement (including a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Regist

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of June 27, 2017, is made and entered into by and among TPG Pace Holdings Corp., a Cayman Islands exempted company (the Company), and TPG Pace II Sponsor, LLC, a Cayman Islands limited liability company (the Sponsor) and the undersigned parties listed under Holder on the signature page (each such party, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a Holder and collectively the Holders).

Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below: Adverse Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public. Agreement shall have the meaning given in the Preamble. Board shall mean the Board of Directors of the Company. Business Combination shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses, involving the Company. Commission shall mean the Securities and Exchange Commission. Company shall have the meaning given in the Preamble. Demand Registration shall have the meaning given in subsection 2.1.1. Demanding Holder shall have the meaning given in subsection 2.1.1. Exchange Act shall mean the Securities Exchange Act of 1934, as it may be amended from time to time. Form S-1 shall have the meaning given in subsection 2.1.1. Form S-3 shall have the meaning given in subsection 2.3. Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the Ordinary Shares issuable upon conversion thereof. Founder Shares Lock-up Period shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Companys initial Business Combination, or (B) subsequent to the Companys initial Business Combination, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (C) the date following the completion of the Companys initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Companys shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Holders shall have the meaning given in the Preamble. Insider Letter shall mean that certain letter agreement, dated as of June 27, 2017, by and among the Company, the Sponsor and each of the Companys officers, directors and director nominees. Maximum Number of Securities shall have the meaning given in subsection 2.1.4. Misstatement shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading. Ordinary Shares shall have the meaning given in the Recitals hereto. Permitted Transferees shall mean a person or entity to whom a Registrable Securities (organization) values">Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter and any other applicable agreement between such Holder and the Company and to any transferee thereafter. Piggyback Registration shall have the meaning given in subsection 2.2.1. Private Placement Lock-up Period shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Companys initial Business Combination. Private Placement Warrants shall have the meaning given in the Recitals hereto. Prospectus shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus. Registrable Security shall mean (a) the Ordinary Shares issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement Warr

Definitions from Agreement

STOCKHOLDERS AGREEMENT, dated as of June 29, 2017 (this Agreement), by and between D.R. HORTON, INC., a Delaware corporation (the Stockholder), and FORESTAR GROUP INC., a Delaware corporation (the Company). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in that certain Merger Agreement, of even date herewith (the Merger Agreement), by and between the Stockholder, the Company, and Force Merger Sub, Inc.

Definitions. As used in this Agreement, the following terms shall have the meanings indicated below: Affiliate shall mean with respect to any Person, a Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with such Person, provided that for purposes of this Agreement, the Stockholder shall not be deemed to be an Affiliate of the Company and vice versa. Affiliated Directors shall mean the Directors who are also concurrently managers, officers, directors or employees of the Stockholder or its Subsidiaries. Agreement shall have the meaning set forth in the Preamble. Beneficially Own shall mean, with respect to any securities, (i) having beneficial ownership of such securities for purposes of Rule 13d-3 or 13d-5 under the Exchange Act (or any successor statute or regulation), (ii) having the right to become the Beneficial Owner of such securities (whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise, or (iii) having an exercise or conversion privilege or a settlement payment or mechanism with respect to any option, warrant, convertible security, stock appreciation right, swap agreement or other security, contract right or derivative position, whether or not currently exercisable, at a price related to the value of the securities for which Beneficial Ownership is being determined or a value determined in whole or part with reference to, or derived in whole or in part from, the value of the securities for which Beneficial Ownership is being determined that increases in value as the value of the securities for which Beneficial Ownership is being determined increases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the securities for which Beneficial Ownership is being determined (excluding any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or (7) promulgated pursuant to the Exchange Act). Blackout Period shall have the meaning set forth in Section 5.3(b). Board shall mean, as of any date, the Board of Directors of the Company on such date. Business Day shall mean any day other than a Saturday, a Sunday, a federal holiday or a day on which banks in the City of New York are authorized or obligated by law to close. Capital Expenditure shall mean a capital expenditure made or incurred by the Company or any of its Subsidiaries, including property acquisitions and the incurrence of any asset-level or secured Indebtedness; provided, that, in the case of an acquisition of land for a development of residential lots, the dollar amount of such Capital Expenditure shall be deemed to include the purchase price of such development, plus the total expected development costs required (i) to prepare the initial phase of lots for the construction of homes, in the case of a development to be conducted in phases, or (ii) to prepare the land for the construction of homes, in the case of a development not to be conducted in phases. Chosen Courts shall have the meaning set forth in Section 8.5. Claim Notice shall have the meaning set forth in Section 5.10(a). Claims shall have the meaning set forth in Section 5.9(a). Common Stock shall have the meaning set forth in the Recitals. Company shall have the meaning set forth in the Preamble. Company Group shall mean the Company, each Subsidiary of the Company and each other Person that is Controlled either directly or indirectly by the Company. Company Information shall have the meaning set forth in Section 3.7(b). Control shall mean the possession, direct or indirect, of the power to direct, or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, voting equity, limited liability company interests, general partner interests, or voting interests, by contract or otherwise. Convertible Senior Notes shall mean the 3.75% Convertible Senior Notes due 2020 issued under the First Supplemental Indenture. Corporate Opportunities Group shall have the meaning set forth in Section 7.1(a). Demand Registration Statement shall have the meaning set forth in Section 5.2. Demand Request shall have the meaning set forth in Section 5.2. Director shall mean any member of the Board. EDGAR shall have the meaning set forth in Section 5.7(a)(ii). Effective Period shall have the meaning set forth in Section 5.7(a)(iii). Effective Time shall have the meaning set forth in the Merger Agreement. Encumbrance shall mean any lien, pledge, charge, claim, encumbrance, hypothecation, security interest, option, lease, license, mortgage, easement or other restriction or third-party right of any kind, including any right of first refusal, tag-along or drag-along righ

Definitions from Registration Rights Agreement

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

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

Definitions from Agreement

STOCKHOLDERS AGREEMENT, dated as of June 29, 2017 (this Agreement), by and between D.R. HORTON, INC., a Delaware corporation (the Stockholder), and FORESTAR GROUP INC., a Delaware corporation (the Company). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in that certain Merger Agreement, of even date herewith (the Merger Agreement), by and between the Stockholder, the Company, and Force Merger Sub, Inc.

Definitions. As used in this Agreement, the following terms shall have the meanings indicated below: Affiliate shall mean with respect to any Person, a Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with such Person, provided that for purposes of this Agreement, the Stockholder shall not be deemed to be an Affiliate of the Company and vice versa. Affiliated Directors shall mean the Directors who are also concurrently managers, officers, directors or employees of the Stockholder or its Subsidiaries. Agreement shall have the meaning set forth in the Preamble. Beneficially Own shall mean, with respect to any securities, (i) having beneficial ownership of such securities for purposes of Rule 13d-3 or 13d-5 under the Exchange Act (or any successor statute or regulation), (ii) having the right to become the Beneficial Owner of such securities (whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise, or (iii) having an exercise or conversion privilege or a settlement payment or mechanism with respect to any option, warrant, convertible security, stock appreciation right, swap agreement or other security, contract right or derivative position, whether or not currently exercisable, at a price related to the value of the securities for which Beneficial Ownership is being determined or a value determined in whole or part with reference to, or derived in whole or in part from, the value of the securities for which Beneficial Ownership is being determined that increases in value as the value of the securities for which Beneficial Ownership is being determined increases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the securities for which Beneficial Ownership is being determined (excluding any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or (7) promulgated pursuant to the Exchange Act). Blackout Period shall have the meaning set forth in Section 5.3(b). Board shall mean, as of any date, the Board of Directors of the Company on such date. Business Day shall mean any day other than a Saturday, a Sunday, a federal holiday or a day on which banks in the City of New York are authorized or obligated by law to close. Capital Expenditure shall mean a capital expenditure made or incurred by the Company or any of its Subsidiaries, including property acquisitions and the incurrence of any asset-level or secured Indebtedness; provided, that, in the case of an acquisition of land for a development of residential lots, the dollar amount of such Capital Expenditure shall be deemed to include the purchase price of such development, plus the total expected development costs required (i) to prepare the initial phase of lots for the construction of homes, in the case of a development to be conducted in phases, or (ii) to prepare the land for the construction of homes, in the case of a development not to be conducted in phases. Chosen Courts shall have the meaning set forth in Section 8.5. Claim Notice shall have the meaning set forth in Section 5.10(a). Claims shall have the meaning set forth in Section 5.9(a). Common Stock shall have the meaning set forth in the Recitals. Company shall have the meaning set forth in the Preamble. Company Group shall mean the Company, each Subsidiary of the Company and each other Person that is Controlled either directly or indirectly by the Company. Company Information shall have the meaning set forth in Section 3.7(b). Control shall mean the possession, direct or indirect, of the power to direct, or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, voting equity, limited liability company interests, general partner interests, or voting interests, by contract or otherwise. Convertible Senior Notes shall mean the 3.75% Convertible Senior Notes due 2020 issued under the First Supplemental Indenture. Corporate Opportunities Group shall have the meaning set forth in Section 7.1(a). Demand Registration Statement shall have the meaning set forth in Section 5.2. Demand Request shall have the meaning set forth in Section 5.2. Director shall mean any member of the Board. EDGAR shall have the meaning set forth in Section 5.7(a)(ii). Effective Period shall have the meaning set forth in Section 5.7(a)(iii). Effective Time shall have the meaning set forth in the Merger Agreement. Encumbrance shall mean any lien, pledge, charge, claim, encumbrance, hypothecation, security interest, option, lease, license, mortgage, easement or other restriction or third-party right of any kind, including any right of first refusal, tag-along or drag-along righ