Saturday, Sunday Uses in Certain Definitions Clause

Certain Definitions from Agreement

This agreement (this Agreement) is made and entered into as of February 6, 2017, by and among Autodesk, Inc., a Delaware corporation (the Company), and each of the entities listed as an Investor on the signature pages hereto (each, an Investor and, collectively, the Investors).

Certain Definitions. As used in this Agreement, the term (a) person shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure; (b) Affiliate and Associate shall have the meanings set forth in Rule 12b-2 promulgated under the Exchange Act; provided, that neither Affiliate nor Associate shall include any entity whose equity securities are registered under the Exchange Act (or are publicly traded in a foreign jurisdiction), solely by reason of the fact that a principal of an Investor serves as a member of its board of directors or similar governing body, unless such Investor otherwise controls such entity (as the term control is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) and no entity shall be an Associate solely by reason of clause (1) of the definition of Associate in Rule 12b-2 if it is not otherwise an Affiliate; (c) Voting Securities shall mean the shares of the Common Stock and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies; (d) business day shall mean any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of San Francisco is closed; and (e) beneficially own, beneficially owned and beneficial ownership shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

Certain Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT is made as of [__], 2017, by and among REV Group, Inc., a Delaware corporation (the Company), the Persons listed on Schedule A hereto under the heading AIP (each, an AIP Person and, collectively, AIP), the Persons listed on Schedule A hereto under the heading JPM (each, a JPM Person and, collectively, JPM), the Persons listed on Schedule A hereto under the heading Management (Management) [and Ally Commercial Finance, LLC (Ally)].

Certain Definitions. As used herein, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning set forth in Section 2.2(c). Affiliate means (a) with respect to any AIP Person or JPM Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, and includes any private equity investment fund the which is the primary investment advisor (or an Affiliate thereof) to such specified Person and (b) with respect to any other Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. It is understood and agreed that, for purposes hereof, (i) each AIP Person shall be deemed to be an Affiliate of every other AIP Person, (ii) each JPM Person shall be deemed to be an Affiliate of every other JPM Person, (iii) neither the Company nor any subsidiary of the Company shall be deemed to be an Affiliate of any Holder, and (iv) except as set forth in clauses (i) or (ii) above, no Holder shall be deemed to be an Affiliate of any other Holder. Agreement means this Registration Rights Agreement, as this agreement may be amended, modified, supplemented or restated from time to time after the date hereof. AIP has the meaning set forth in the preamble. AIP Person has the meaning set forth in the preamble and any subsequent Holder who is Assigned all, but not less than all, of such AIP Persons Registrable Securities in a single transaction in accordance with Section 4.5. [Ally has the meaning set forth in the preamble.] Assign means to directly or indirectly sell, transfer, assign, distribute, exchange, pledge, hypothecate, mortgage, grant a security interest in, encumber or otherwise dispose of Registrable Securities, whether voluntarily or by operation of law, including by way of a merger. Assignor, Assignee, Assigning and Assignment have meanings corresponding to the foregoing. automatic shelf registration statement has the meaning set forth in Section 2.4. Board means the Board of Directors of the Company. Business Day means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. Carryover Amount for any Holder means, with respect to any registered offering in which such Holder elected not to participate after receipt of a notice under Section 2.2(a), a number of Registrable Securities equal to the number of Registrable Securities then held by such Holder, multiplied by a fraction (expressed as a percentage), the numerator of which is equal to the number of Registrable Securities sold by the Holder that sold the most Registrable Securities in such offering and the denominator of which is the number of Registrable Securities held by such Holder immediately prior to such offering. Claims has the meaning set forth in Section 2.9(a). Company Shares means common stock of the Company, par value $0.001 per share, and any and all securities of any kind whatsoever of the Company that may be issued by the Company after the date hereof in respect of, in exchange for, or in substitution of, Company Shares, pursuant to any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof. Company Shares Equivalents means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject) Company Shares or other equity securities of the Company (including, without limitation, any note or debt security convertible into or exchangeable for Company Shares or other equity securities of the Company). Company means REV Group, Inc. and any successor thereto. Demand Exercise Notice has the meaning set forth in Section 2.1(a). Demand Registration has the meaning set forth in Section 2.1(a). Demand Registration Request has the meaning set forth in Section 2.1(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Expenses means any and all fees and expenses incident to the Companys performance of or compliance with Article 2, including, without limitation: (i) SEC, stock exchange or FINRA registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the New York Stock Exchange or on any other securities market on which the Company Shares are listed or quoted, (ii) fees and expenses of compliance with state securities or blue sky laws and in connection with the preparation of a blue sky survey, including, without limitation, reasonable fees and expenses of outside blue sky counsel, (iii) printing and copying expenses, (iv) messenger and delivery expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel for

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (the Agreement) is made and entered into as of this 4th day of November, 2016 by and among Clean Diesel Technologies, Inc., a Delaware corporation (the Company), and the investors identified on the signature pages hereto (each, including its successors and assigns, an Investor, and collectively, the Investors).

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: Business Day means any day other than a Saturday, Sunday or a day which is a Federal legal holiday in the U.S. Common Stock means the Companys common stock, par value $0.01 per share, and any securities into which such shares may hereinafter be reclassified. Prospectus means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any free writing prospectus as defined in Rule 405 under the 1933 Act. Register, registered and registration refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document. Registrable Securities means (i) the Shares and (ii) any other securities issued or issuable with respect to or in exchange for Registrable Securities, whether by merger, charter amendment or otherwise; provided, that an Investors security shall cease to be a Registrable Security upon the earliest to occur of the following: (A) sale of such security pursuant to a Registration Statement; or (B) such security becoming eligible for sale by the Investor pursuant to Rule 144 under the 1933 Act without regard to the holding period or volume limitations thereunder. Registration Statement means any registration statement of the Company filed under the 1933 Act (including a post-effective amendment to a previously filed registration statement) that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement. Required Investors means the Investors holding a majority of the Registrable Securities. SEC means the U.S. Securities and Exchange Commission. Selling Stockholder Questionnaire means a questionnaire in the form attached as Exhibit B hereto, or such other form of questionnaire as may reasonably be adopted by the Company from time to time. Shares means the shares of Common Stock issued pursuant to the Purchase Agreement. 1933 Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 1934 Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Certain Definitions from Stock and Asset Purchase Agreement

This STOCK AND ASSET PURCHASE AGREEMENT (this Agreement), dated as of October 12, 2016 (the Effective Date), is by and between Newell Brands Inc., a Delaware corporation (Parent), and Stanley Black & Decker, Inc., a Connecticut corporation (Purchaser). Each of Parent and Purchaser are sometimes referred to herein as a Party or collectively as the Parties.

Certain Definitions. The following terms, as used in this Agreement, have the following meanings: Accounting Principles means GAAP, as applied using the same accounting methods, policies, principles, practices and procedures (including classifications, judgments and estimation methodologies) as were used in the preparation of the Financial Statements, except as otherwise provided for in Exhibit 12.1(A). In the event of a conflict between GAAP and the Accounting Principles, the Accounting Principles shall control. Action means any action, claim, suit, arbitration, investigation or proceeding, in each case, by or before any Governmental Authority. Affiliate of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. 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 the ownership of voting securities, by contract or otherwise, and the terms controlled by and under common control with have meanings correlative thereto. For purposes of the foregoing, (a) for all periods prior to the Closing, neither Purchaser, on the one hand, nor the Purchased Companies, on the other hand, will be treated as an Affiliate of the other, and (b) for all periods after the Closing, neither Parent, on the one hand, nor the Purchased Companies, on the other hand, will be treated as an Affiliate of the other. Affiliate Arrangements means (a) all Contracts, arrangements, commitments or transactions between Parent or any of its Affiliates (other than a Purchased Company), on the one hand, and a Purchased Company, on the other hand and (b) all Contracts, arrangements, commitments or transactions (other than employment Contracts) between any director, officer or stockholder of Parent or any of its Affiliates (other than a Purchased Company), on the one hand, and a Purchased Company, on the other hand, in each case of clause (a) and (b) which is currently in effect. Ancillary Agreements means the Transition Services Agreement, the Bailment Agreement and the Excluded Transfer Documents. Antitrust Laws means applicable supranational, national, federal, state, provincial or local Laws designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolizing or restraining trade or lessening competition of any other country or jurisdiction, to the extent applicable to the purchase and sale of the Purchased Equity Interests and the other transactions contemplated by this Agreement, including without limitation, the HSR Act and other similar competition or antitrust laws of any jurisdiction other than the United States. Asset Sellers means Parent and each Subsidiary of Parent listed on Exhibit 12.1(B). Assumed Benefit Plan means each Employee Benefit Plan or portion thereof (i) sponsored by one of the Purchased Companies as of the Closing, (ii) that Purchaser or any of its Affiliates has expressly agreed to assume pursuant to Article VII of this Agreement or (iii) that Purchaser or any of its Affiliates is required to assume under applicable Laws or any applicable Union Contract; provided however, that no defined UK Pension Scheme is an Assumed Benefit Plan. Assumed Foreign Benefit Plan means each Assumed Benefit Plan that is not an Assumed U.S. Benefit Plan. Assumed U.S. Benefit Plan means each Assumed Benefit Plan that is sponsored, maintained or contributed to by Parent or any of its Affiliates primarily for the benefit of current or former Business Employees based primarily in the United States (including Puerto Rico). Brazil Environmental Liabilities means all Liabilities to the extent arising or resulting from any Release of Hazardous Substances prior to the Closing at, on, under or from the Brazil Manufacturing Facility, including any (i) post-Closing exposure to or migration of any such Release, (ii) such Release identified in whole or in part in the Brazil Phase II or subsequent investigations, (iii) such Release from the facilitys wastewater discharge or treatment equipment and infrastructure (and including any discharges in violation of applicable Environmental Law resulting from the status quo operation of such equipment and infrastructure during the 180 day period following the Closing) and (iv) Actions arising or resulting from any such Release. Brazil Manufacturing Facility means the real property and facility located at the commonly known street address of Av. Presidente Kennedy, 1049, Carlos Barbosa, RS, Brazil, including all underlying and associated land, buildings, fixtures, equipment and other improvements thereon and appurtenant thereto. Brazil Phase II means the Confirmatory Environmental Investigation (Environmental Site AssessmentPhase II), IRWIN INDUSTRIAL TOOLS Carlos Barbosa RS, Brazil, prepared for Newell Brands by CH2M do Brasil Engenharia Ltda., dated October 2016. Bu

Certain Definitions from Purchase and Sale Agreement

This Purchase and Sale Agreement dated as of July 10, 2016 (this "Agreement") is entered into by and among The Southern Company, a Delaware corporation (the "Buyer") Southern Natural Gas Company, L.L.C., a Delaware limited liability company (the "Company"), and Kinder Morgan SNG Operator LLC, a Delaware limited liability company (the "KM Member"). Each of the Buyer, the Company and the KM Member are referred to herein individually as a "Party", and collectively as the "Parties".

Certain Definitions. As used in this Agreement:"Actual Casualty Loss" means, in respect of a referenced Casualty Event, an amount equal to the cost actually incurred for repairs or replacement of the assets directly affected by such Casualty Event, net of insurance proceeds actually recovered in connection with such Casualty Event. "Agreement" has the meaning set forth in the Preamble."Affiliate" means, as to any Person, any other Person which, directly or indirectly Controls, is Controlled by, or is under common Control with such Person. Following the Closing, neither KM Member nor the Buyer shall be deemed an Affiliate of the Company."Allocation Schedule" has the meaning set forth in Section 12.1(b)."Amended and Restated LLC Agreement" means that certain Fourth Amended and Restated Limited Liability Company Agreement of the Company, in a form mutually agreed by the Buyer and the KM Member."Ancillary Documents" means the Amended and Restated LLC Agreement, the O&M Agreement and all other documents and instruments executed in connection herewith."Applicable Capital Projects" means the capital projects identified on the Capital Project Budget as "Zone 3 Expansion". "Arbitration Notice" has the meaning set forth in Section 13.2(c)."Arbitrators" has the meaning set forth in Section 13.3(a)."Audited Financial Statements" means the consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2013, December 31, 2014 and December 31, 2015 with the related consolidated statements of income, cash flows and member's equity for each of the three years then ended, audited by PricewaterhouseCoopers LLP."Base Purchase Price" has the meaning set forth in the Section 3.1."Business Day" means a day other than a Saturday, Sunday or day on which commercial banks in the United States or the State of Texas are authorized or required to be closed for business."Buyer" has the meaning set forth in the Preamble."Cap" has the meaning set forth in Section 11.4(a)."Capital Project Budget" means the capital project budget attached hereto as Exhibit B."Casualty Event" means an event of damage by fire or other casualty to the pipeline, facilities and other tangible property of the Company or its Subsidiaries after the Effective Time but prior to the Closing."Casualty Election Notice" has the meaning set forth in Section 7.7(c)."Casualty Termination Threshold" means $100,000,000."CERCLA" has the meaning specified in the definition of "Environmental Law.""CERCLIS" means the Comprehensive Environmental Response, Compensation and Liability Information System List."Claim" or "Claims" means any and all claims (including any cross-claim or counterclaim), Liens, causes of action, suits, charges, complaints, litigation, demands, arbitrations, proceedings (including any civil, criminal, administrative, investigative or appellate proceedings), hearings, inquiries, investigations, audits, disputes and other assertions of Liability, whenever or however arising."Closing" has the meaning set forth in Section 2.1."Closing Date" has the meaning set forth in Section 2.1."Closing Item Arbitrator" has the meaning set forth in Section 3.4(b)."Closing Long-Term Indebtedness" means the amount set forth in a letter from each of the Wilmington Trust Company, as trustee under the Indenture, and The Bank of New York Mellon, as series trustee for the 5.90% Notes due 2017, which together confirm the aggregate principal amount outstanding under the Indenture as of the date that is three Business Days prior to the Closing Date. "Closing Working Capital" has the meaning set forth in Section 3.3."Code" means the Internal Revenue Code of 1986, as amended."Company" has the meaning set forth in the Preamble."Company Debt" means, except for accounts and obligations owed by the Company to any of its Subsidiaries or owed by a Subsidiary of the Company to the Company and/or one or more of its Subsidiaries, (a) all indebtedness of the Company and its Subsidiaries for the repayment of borrowed money, whether or not represented by bonds, debentures, notes or similar instruments, all accrued and unpaid interest thereon and all premiums, prepayment penalties, fees and other amounts in respect thereof; (b) all obligations of the Company and its Subsidiaries as lessee or lessees under leases that have been recorded by the Company as capital leases in accordance with GAAP; (c) all obligations of the Company and its Subsidiaries issued or assumed as the deferred purchase price of property, all conditional sale obligations of the Company and its Subsidiaries and all obligations of the Company and its Subsidiaries under any title retention agreement (excluding trade accounts payable and other accrued current liabilities arising in the ordinary course of business, but including the current liability portion of any indebtedness for borrowed money); (d) all obligations of the Company and its Subsidiaries for the reimbursement of any obligor on any letter of credit, banker's acceptance or s

Certain Definitions from Warrant

WARRANT AGREEMENT dated as of June 28, 2016 (this Agreement), between CIM Commercial Trust Corporation, a Maryland corporation (the Company), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the Warrant Agent).

Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated: Affiliate has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the Exchange Act). Applicable NAV means, with respect to a Warrant, the fair market net asset value of the Company per share of Common Stock as most recently published by the Company at the time of the issuance of the applicable Warrant. The Companys determination of the Applicable NAV is final and binding. Board of Directors means the Board of Directors of the Company. Business Day means any day other than a Saturday, Sunday or a day on which the New York Stock Exchange is authorized or obligated by law or executive order to close. Close of Business on any given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date is not a Business Day, it means 5:00 p.m., New York City time, on the next succeeding Business Day. Exercise Price, for any particular Warrant, means the Initial Exercise Price, as adjusted from time to time pursuant to Section 7. Holder means a registered holder of a Warrant. Initial Exercise Price, for any particular Warrant, means 115% of the Applicable NAV. Minimum Warrant Exercise Number means 50 shares of Common Stock. NASDAQ means the Nasdaq Global Market. Person means an individual, corporation, association, partnership, limited liability company, joint venture, trust, unincorporated organization, government or political subdivision thereof or governmental agency or other entity. Trading Day shall mean, (i) if the Common Stock is listed or admitted to trading on NASDAQ, a day on which NASDAQ is open for the transaction of business, (ii) if the Common Stock is not listed or admitted to trading on NASDAQ but is listed or admitted to trading on another national securities exchange or automated quotation system, a day on which such national securities exchange or automated quotation system, as the case may be, on which the Common Stock is listed or admitted to trading is open for the transaction of business, or (iii) if the Common Stock is not listed or admitted to trading on any national securities exchange or automated quotation system, any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. VWAP shall mean, for any Trading Day, the volume-weighted average price, calculated by dividing the aggregate value of Common Stock traded on NASDAQ during regular hours (price per share multiplied by number of shares traded) by the total volume (number of shares) of Common Stock traded on NASDAQ (or such other national securities exchange or automated quotation system on which the Common Stock is listed) for such Trading Day, or if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such Trading Day as determined by the Board of Directors in a commercially reasonable manner, using a volume-weighted average price method. Warrant Shares means shares of Common Stock issuable upon exercise of Warrants. Initially, the number of shares of Common Stock with respect to which a Warrant may be exercised is 0.25 of a share, subject to adjustment pursuant to Section 7.

Certain Definitions from Shareholder Agreement

This SHAREHOLDER AGREEMENT (as amended, supplemented or restated from time to time, this Agreement) is entered into as of June 24, 2016, by and among (i) Talend S.A., a societe anonyme organized under the laws of France (the Company), (ii) Balderton Capital IV, L2 S.a.r.l., a private limited company incorporated under the laws of the Grand Duchy of Luxembourg (Balderton), (iii) ETI 2020, a French Fonds Professionnel de Capital Investissement organized under the laws of France, represented by its managing company (societe de gestion), Bpifrance Investissement (Bpifrance), (iv) FCPR Galileo III, a French Fonds Commun de Placement a Risques organized under the laws of France, represented by its managing company (societe de gestion), Galileo Partners (Galileo), (v) FCPI Allianz Innovation 6, FCPI Allianz Innovation 7, FCPI Idinvest Croissance 2005, FCPI Poste Innovation 8, FCPI Capital Croissance, FCPI Objectif Innovation Patrimoine, FCPI La Banque Postale Innovation 5, FCPI Allianz Innova

Certain Definitions. As used in this Agreement, the following definitions shall apply: ADSs means American depositary shares of the Company, each of which represents one (1) Ordinary Share. Aggregate Balderton Ownership means the total number of Company Securities owned, in the aggregate and without duplication, by the Balderton Parties. Aggregate Bpifrance Ownership means the total number of Company Securities owned, in the aggregate and without duplication, by the Bpifrance Parties. Aggregate Idinvest Ownership means the total number of Company Securities owned, in the aggregate and without duplication, by the Idinvest Parties. Aggregate SL Ownership means the total number of Company Securities owned, in the aggregate and without duplication, by the SL Parties. Balderton Parties means Balderton and any investment fund or related alternative investment vehicle managed, sponsored, controlled or advised by Balderton Capital (UK) LLP or any Person that controls, is controlled by or is under common control with, Balderton Capital (UK) LLP, in each case so long as any such Balderton Party (i) is managed, sponsored, controlled or advised by an investment fund affiliated with Balderton Capital (UK) LLP and (ii) owns Company Securities. Board means the board of directors of the Company. Bpifrance Parties means Bpifrance and any investment fund or related alternative investment vehicle managed, sponsored, controlled or advised by Bpifrance Investissement or any Person that controls, is controlled by or is under common control with, Bpifrance Investissement, in each case so long as any such Bpifrance Party (i) is managed, sponsored, controlled or advised by an investment fund affiliated with Bpifrance Investissement and (ii) owns Company Securities. Business Day means a day other than a Saturday, Sunday or other day on which banks located in Paris, France or New York City, New York are authorized or required by law to close. Change in Control means any transaction or series of related transactions (whether by merger, consolidation, recapitalization, liquidation or sale or transfer of Company Securities (or securities then convertible into, or exercisable or exchangeable for, Company Securities) or assets (including Equity Securities of the Companys Subsidiaries) or otherwise) as a result of which any Person or group, within the meaning of Section 13(d)(3) of the Exchange Act (other than the Major Shareholders and their respective affiliates, any group of which the foregoing are members and any other members of such a group), obtains ownership, directly or indirectly, of (i) Company Securities (or securities then convertible into, or exercisable or exchangeable for, Company Securities) that represent more than 50% of the total voting power of the outstanding share capital of the Company or applicable successor entity or (ii) all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis. Company By-laws means the Amended and Restated Bylaws of the Company, as in effect on the date hereof. Company Securities means the outstanding Ordinary Shares and any Equity Securities representing the Ordinary Shares (including, for the avoidance of doubt, the ADSs). Director means any of the individuals elected or appointed to serve on the Board. Eligible Holders means the Major Shareholders and the holders of Other Securities. Eligible Securities means the Registrable Securities and the Other Securities. Equity Securities means, with respect to any Person, any (i) membership interests or shares of share capital, (ii) equity, ownership, voting, profit or participation interests or (iii) similar rights or securities in such Person or any of its Subsidiaries, or any rights to securities convertible into or exchangeable for, options or other rights to acquire from such Person or any of its Subsidiaries, or obligation on part of such Person or any of its Subsidiaries to issue, any of the foregoing. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Form 8-A Effective Time means the date and time on which the registration statement on Form 8-A filed by the Company under the Exchange Act with the SEC to register the class of Ordinary Shares and ADSs becomes effective (which will occur after the Board determines to price the IPO), as determined by the Company. Galileo Parties means Galileo and any investment fund or related alternative investment vehicle managed, sponsored, controlled or advised by Galileo Partners or any Person that controls, is controlled by or is under common control with, Galileo Partners, in each case so long as any such Galileo Party (i) is managed, sponsored, controlled or advised by an investment fund affiliated with Galileo Partners and (ii) owns Company Securities. Idinvest Parties means Idinvest and any investment fund or related alternative investment vehicle managed, sponsored, cont

CERTAIN DEFINITIONS from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of May 30, 2014, by and among OrthoPediatrics Corp., a Delaware corporation (the "Company") and Squadron Capital LLC, a Delaware limited liability company (together with its successors and assigns "Squadron"), and the additional parties, if any, listed on Schedule I attached hereto.

CERTAIN DEFINITIONS. As used in this Agreement, the following terms will have the following respective meanings: "Affiliate" means, with respect to any specified Person, (a) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise) and (b) with respect to any natural Person, any Member of the Immediate Family of such natural Person. "Affiliated Party" means, with respect to any specified Holder, each corporation, trust, limited liability company, general or limited partnership or other entity that is under common control with such Holder or whose general partner, manager, managing member, trustee or investment advisor is the same or an Affiliate of the general partner, manager, managing member, trustee or investment advisor of such Holder and any shareholder, partner, member or beneficiary of any of the foregoing. "Agreement" is defined in the Preamble. "Application" is defined in Section 6.1. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required to close. "Commission" means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act or the Exchange Act. "Common Stock" means the Common Stock of the Company and any securities issued in exchange for or in replacement of such Common Stock. "Company" is defined in the Preamble. "Covered Person" is defined in Section 6.1 of this Agreement. "Effectiveness Deadline" means the date which is 60 days after the applicable Filing Deadline for the applicable Registration Statement, or if there is a full review of such Registration Statement by the Commission, 90 days after the applicable Filing Deadline for such Registration Statement. "Eligible Market" means the NYSE MKT LLC, The New York Stock Exchange, Inc., The NASDAQ Capital Market, The NASDAQ Global Market or The NASDAQ Global Select Market or any other securities market satisfactory to Squadron. "Exchange Act" means the Securities Exchange Act of 1934, and any successor to such statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be amended and in effect. "Filing Deadline" is defined in Section 4.1 of this Agreement. "Grace Period" is defined in Section 4.14 of this Agreement. "Holder" means Squadron and any other Person who purchased Series B Preferred Stock pursuant to the Purchase Agreement and who owns Registrable Shares and is party to this Agreement as reflected on Schedule I hereto, and any Permitted Transferee thereof in accordance with Section 7.3 hereof. "Initial Public Offering" means the initial underwritten Public Offering on Form S1 (or any successor form under the Securities Act). "Maximum Number of Shares" is defined in Section 5.2. "Members of the Immediate Family" means, with respect to any individual, each spouse or child or other descendants of such individual, each trust created solely for the benefit of one or more of the aforementioned Persons and their spouses and each custodian or guardian of any property of one or more of the aforementioned Persons in his capacity as such custodian or guardian. "Permitted Transferee" is defined in Section 7.3. "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. "Public Offering" means a public offering and sale of Common Stock for cash pursuant to an effective Registration Statement. "Purchase Agreement" is defined in the Preamble "Qualified IPO" means Public Offering at a price of at least $20.55 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock), in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $50,000,000 of gross proceeds, net of the underwriting discount and commissions, to the Company. "Register," "registered," and "registration" refer to a registration effected by preparing and filing a Registration Statement or similar document in compliance with the Securities Act and the automatic effectiveness or the declaration or ordering of effectiveness of such Registration Statement or similar document. "Regis

Certain Definitions from First Supplemental Indenture

FIRST SUPPLEMENTAL INDENTURE dated as of June 15, 2016 (Supplemental Indenture) between MTS Systems Corporation a Minnesota corporation, as issuer (the Company) and U.S. Bank National Association, as trustee (the Trustee), supplementing the Indenture dated as of June 15, 2016 between the Company and U.S. Bank National Association (the Base Indenture and, as supplemented by this Supplemental Indenture, the Indenture).

Certain Definitions. Section 101 of the Base Indenture is hereby amended by adding the following definitions in their proper alphabetical order which, in the event of a conflict with the definition of terms in the Base Indenture, shall govern. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Base Indenture. Bankruptcy Law means title 11 of the United States Code, as amended, or any similar foreign, federal or state law for the relief of debtors. Base Indenture has the meaning ascribed to it in the preamble hereof. Business Day means any day other than a Saturday, Sunday or any day on which banking institutions in New York, New York are authorized or obligated by applicable law or executive order to close or be closed. Certificated Note means a Note in definitive registered form without interest coupons. Common Stock means the common stock, par value $0.25 per share, of the Company as it existed on the Issue Date. close of business means 5:00 p.m. (New York City time). Company has the meaning ascribed to it in the preamble hereof and shall also refer to any successor obligor under the Indenture. Component Note means a Note in global form and attached to a Global Unit that (a) shall evidence the number of Notes specified therein that are components of the Units evidenced by such Global Unit, (b) shall be registered on the Security Register in the name of U.S. Bank National Association, National Association, as attorney-in-fact of holder(s) of the Units of which such Notes form a part, and (c) shall be held by the Purchase Contract Agent as attorney-in-fact for such holder(s), together with the Global Unit, as custodian of such Global Unit for the Depositary. Covenant Defeasance has the meaning ascribed to it in Section 5.04. Custodian means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. Default means any event, act or condition that is, or after notice or the lapse of time or both would be, an Event of Default. DTC has the meaning ascribed to such term in Section 6.03 hereof. Early Mandatory Settlement Date has the meaning ascribed to it in the Purchase Contract Agreement. Early Mandatory Settlement Notice has the meaning ascribed to it in the Purchase Contract Agreement. Early Mandatory Settlement Right has the meaning ascribed to it in the Purchase Contract Agreement. EDGAR means the Electronic Data-Gathering, Analysis, and Retrieval system of the Commission. Event of Default means any event specified as such in Section 4.02(a) hereof. Exchange Act means the Securities Exchange Act of 1934, as amended, and any statute successor thereto, in each case as amended from time to time, together with the rules and regulations promulgated thereunder. Fundamental Change has the meaning ascribed to such term in the Purchase Contract Agreement. GAAP means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect on the Issue Date. Global Note has the meaning ascribed to such term in Section 6.01(b) hereof. Global Note Holder has the meaning ascribed to such term in Section 6.03 hereof. Global Unit has the meaning ascribed to such term in the Purchase Contract Agreement. Holder, Holder of Securities, securityholder and similar terms mean in the case of a Note, the Person in whose name such Note is registered in the books of the security register for the Notes. Indenture has the meaning ascribed to it in the preamble hereof. Initial Principal Amount means $23.8136 per Note. Installment Payment has the meaning ascribed to it in Section 6.02(a). Installment Payment Date means each January 1, April 1, July 1 and October 1, commencing on October 1, 2016 and ending on the Maturity Date. Installment Payment Period means the period from, and including, the Issue Date to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from, and including, an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date. Issue Date means June 15, 2016. Legal Defeasance has the meaning ascribed to it in Section 5.03. Maturity Date means July 1, 2019. Merger Redemption Notice has the meaning ascribed to it in the Purchase Contract Agreement. Merger Redemption Settlement Date has the meaning ascribed to it in the Purchase Contract Agreement. Merger Termination Redemption has the meaning ascribed to it in the Purchase Contract Agreement. Note and Notes have the respective meanings ascribed to such terms in the preamble hereof and includes, for the avoidance of doubt, both Separate Notes and Notes that constitute part of a Unit. Paying Agent refers to a Perso

Certain Definitions from Certificate of Incorporation

The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

Certain Definitions. As used in this Designations, Rights and Preferences of 6% Series A Preferred Stock of the Corporation (this "Series A Designation"), the following terms shall have the following meanings, unless the context otherwise requires: "Board of Directors" means either the board of directors of the Corporation or any duly authorized committee of such board. "Business Day" means any day other than a Saturday, Sunday or a day on which state or U.S. federally chartered banking institutions in New York, New York are not required to be open. "Capital Stock" of any Person means any and all shares, interests, participations or other equivalents however designated of corporate stock or other equity participations, including partnership interests, whether general or limited, of such Person and any rights (other than debt securities convertible or exchangeable into an equity interest), warrants or options to acquire an equity interest in such Person that are traded on an established national or regional trading market or exchange, including but not limited to the common stock, par value $.01 per share, of Valhi, Inc., a Delaware corporation. "Certificate of Incorporation" means the Second Amended and Restated Certificate of Incorporation of the Corporation, as amended from time to time, and includes this Series A Designation. "Common Stock" means the voting Common Stock, $.01 par value per share, of the Corporation and any other stock of any class of the Corporation that has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation. "Corporation" means Valhi, Inc., a Delaware corporation, and its successors. "Dividend Payment Date" means March 31, June 30, September 30 and December 31, of each year, or if any such date is not a Business Day, on the next succeeding Business Day. "Dividend Period" means the period beginning on, and including, a Dividend Payment Date and ending on, and excluding, the immediately succeeding Dividend Payment Date. "Liquidation Preference" has the meaning assigned to such term in Section 4(a). "Outstanding" means, when used with respect to Series A Preferred Stock, as of any date of determination, all shares of Series A Preferred Stock outstanding as of such date; provided further that, in determining whether the holders of Series A Preferred Stock have given any request, demand, authorization, direction, notice, consent or waiver or taken any other action hereunder, Series A Preferred Stock owned by the Corporation shall be deemed not to be outstanding. "Parity Stock" has the meaning assigned to such term in Section 2. "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "Record Date" means with respect to the dividends payable on March 31, June 30, September 30 and December 31 of each year, March 15, June 15, September 15 and December 15 of each year, respectively, or such other record date, not more than 60 days and not less than 10 days preceding the applicable Dividend Payment Date, as may be fixed by the Board of Directors. "Senior Stock" has the meaning assigned to such term in Section 2. "Series A Preferred Stock" has the meaning assigned to such term in the preamble hereto.