Saturday, Sunday Uses in Definitions Clause

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of July 14, 2017 by and between Strongbridge Biopharma plc, an Irish public limited company (the Company), and CRG Partners III L.P., CRG Partners III Parallel Fund A L.P., CRG Partners III - Parallel Fund B (Cayman) L.P., CRG Partners III (Cayman) Lev AIV I L.P., and CRG Partners III (Cayman) Unlev AIV I L.P. (collectively, the Purchaser).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1: Action means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or, to the Companys Knowledge, threatened in writing against the Company, any Subsidiary or any of their respective properties or any officer, director or employee of the Company or any Subsidiary acting in his or her capacity as an officer, director or employee before or by any federal, state, county, local or foreign court, arbitrator, governmental or administrative agency, regulatory authority, stock market, stock exchange or trading facility. Affiliate means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act. With respect to the Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as the Purchaser will be deemed to be an Affiliate of the Purchaser. Agreement has the meaning set forth in the Preamble. Agreements and Instruments has the meaning set forth in Section 3.1(d). Board of Directors means the board of directors of the Company. Business Day means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Shares pursuant to this Agreement. Closing Date means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all of the conditions set forth in Sections 2.1, 2.2, 5.1 and 5.2 hereof are satisfied or waived, as the case may be, or such other date as the parties may agree, which need not be the date hereof. Commission has the meaning set forth in the Recitals. Company has the meaning set forth in the Preamble. Company Counsel means Reed Smith LLP, with offices located at 599 Lexington Avenue, 22nd Floor, New York, New York 10022. Company Deliverables has the meaning set forth in Section 2.2(a). Companys Knowledge means with respect to any statement made to the Companys Knowledge, that the statement is based upon the actual or constructive knowledge of the executive officers of the Company having responsibility for the matter or matters that are the subject of the statement, after a reasonable inquiry. Control (including the terms controlling, controlled by or under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Disclosure Materials means the SEC Reports, the Form 6-K required to be filed pursuant to Section 4.5 of this Agreement (including the exhibits thereto and documents incorporated by reference therein), and all schedules and exhibits to the Loan Agreement. Disclosure Schedules means the Disclosure Schedules delivered by the Company concurrently with the execution and delivery of this Agreement. DTC has the meaning set forth in Section 4.1(c). Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder. First Tranche means the first Borrowing under that certain Term Loan Agreement, dated as of July 14, 2017, by and among Strongbridge U.S. Inc., Strongbridge Biopharma plc, Cortendo AB (publ), Cortendo Cayman Ltd., as borrowers, the subsidiary guarantors from time to time party thereto, the lenders from time to time party hereto, and CRG SERVICING LLC, as administrative agent and collateral agent. GAAP means U.S. generally accepted accounting principles, applied on a consistent basis during the periods involved. Intellectual Property has the meaning set forth in Section 3.1(o). Irish Counsel means Arthur Cox, with offices located at the Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland. Irrevocable Transfer Agent Instructions means, with respect to the Company, the Irrevocable Transfer Agent Instructions, in substantially the form of Exhibit B, executed by the Company and delivered to and acknowledged in writing by the Transfer Agent. Lien means any lien, charge, claim, encumbrance, security interest, right of first refusal, preemptive right or other restrictions of any kind. Loan Agreement has the meaning set forth in the Recitals. Material Adverse Effect means a material adverse effect on the results of operations, assets, prospects, business or financial condition of the Company and the Subsidiaries, taken as a whole, except t

Definitions from Purchase Agreement

This PURCHASE AGREEMENT, dated as of July 1, 2017, is made by and between NEWSTAR FINANCIAL, INC., a Delaware Corporation (Buyer), and FIFTH STREET HOLDINGS L.P., a Delaware limited partnership (Seller).

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Accounting Expert has the meaning set forth in Section 2.2(b). Advisers Act means the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder. Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the first Person, provided that the Company Funds shall be deemed not to be Affiliates of the Company or the Seller. Agreement means this Agreement, including the Disclosure Schedule and any Exhibits hereto, as such may be amended or restated from time to time. Allocation Statement has the meaning set forth in Section 2.5. Ancillary Agreements means all agreements, documents, instruments and certificates (other than this Agreement) executed and delivered in connection with the Transactions. Bankruptcy and Equity Exception has the meaning set forth in Section 3.2(a). Business means the business, activities and operations of the Company, including the management of the Company Funds, as currently conducted. Business Day means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. Buyer has the meaning set forth in the Preamble. Buyer Indemnitees has the meaning set forth in Section 7.2(a). Cap means an amount equal $1,600,000. Client means any Person to which the Company provides collateral management, investment management or investment advisory services, including any sub-advisory services or similar services, including each Company Fund. Closing has the meaning set forth in Section 2.3. Closing Date has the meaning set forth in Section 2.3. Closing Loan Tapes has the meaning set forth in Section 6.15. Code means the Internal Revenue Code of 1986, as amended. Collateral Management Agreement means, as applicable, each of (i) that certain Collateral Management Agreement, dated as of February 19, 2015, entered into between Fifth Street Senior Loan Fund I, LLC and Fifth Street Management LLC as amended by that certain amendment, dated as of June 29, 2015, entered into between Fifth Street Senior Loan Fund I, LLC and Fifth Street Management LLC and as assigned to the Company by Fifth Street Management LLC pursuant to the terms of that certain Assignment and Assumption Agreement, dated as of September 28, 2015, entered into among Fifth Street Management LLC, the Company and Fifth Street Senior Loan Fund I, LLC and (ii) that certain Collateral Management Agreement, dated as of September 29, 2015, entered into between Fifth Street SLF II, Ltd. and the Company, in each case, as amended or supplemented from time to time. Company has the meaning set forth in the Recitals. Company Contract means any Contract to which the Company is a party or otherwise bound, including the Collateral Management Agreements. Company Fund means each of Fifth Street Senior Loan Fund I, LLC and Fifth Street SLF II, Ltd. Company Owned Securities has the meaning set forth in Section 4.14(c). Confidentiality Agreement means the confidentiality agreement, dated as of March 16, 2017, by and between Buyer and the Company, as the same may be amended from time to time. Confidentiality Representative has the meaning set forth in Section 6.2. Consent means, as the context requires, any consent, approval, notice, authorization, waiver, permit, license, grant, agreement, exemption or order of, or registration, declaration or filing with, any Person, including any Governmental Authority. Contract means any written agreement, contract, arrangement, understanding, obligation or commitment to which a Person is bound or to which its assets or properties are subject, and any amendments and supplements thereto. Control or Controlled 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, as trustee or executor, or otherwise. For purposes of this definition, a general partner or managing member of a Person shall be deemed to Control such Person. Credit Agreement means the Credit Agreement, dated as of September 28, 2015, by and among the Company and the Credit Parties. Credit Parties means Bleachers Finance 1 Limited and the other lenders from time to time party to the Credit Agreement, and Natixis, New York Branch, as agent, under the Credit Agreement. Designated Manager shall have the meaning assigned to such term in the Amended and Restated Limited Liability Company Agreement of Fifth Street Senior Loan Fund I, LLC, dated as of February 19, 2015. Disclosure Schedule means the disclosure schedule of even date herewith delivered by Seller to Buyer in connection with the execution and delivery of this Agreement. Dispute Notice has the meaning set forth in Section 2.2(a). Disqualific

Definitions from Restated Limited Liability Company Agreement

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among Baker Hughes, a GE company, LLC, a Delaware limited liability company (the Company), its Members (as defined herein) and each other Person who at any time after the date hereof becomes a Member in accordance with the terms of this Agreement and the DLLCA (as defined herein).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. Additional Member has the meaning set forth in Section 11.02. Adjusted Capital Account Balance means with respect to each Member the balance in such Members Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Members share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5) and any amounts such Member is obligated (or deemed to be obligated) to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Admission Date has the meaning set forth in Section 10.06. Affiliate means, as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, control (including with correlative meanings, controlled by and under common control with) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities or by contract or other agreement). Agreement has the meaning set forth in the preamble to this Agreement. Appraisers has the meaning set forth in Section 14.02. Assignee means a Person to whom a Company Interest has been transferred but who has not become a Member pursuant to Article XI. BHI has the meaning set forth in the recitals to this Agreement. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Capital Account means the capital account maintained for a Member in accordance with Section 5.01. Capital Contribution means, with respect to any Member, the amount of any cash, cash equivalents, promissory obligations or the Fair Market Value of other property that such Member contributes (or is deemed to contribute) to the Company pursuant to Article III hereof. Cash Balances has the meaning set forth in the Exchange Agreement. Certificate means the Companys Certificate of Formation as filed with the Secretary of State of the State of Delaware on the Filing Date. Chancery Court has the meaning set forth in Section 15.05(b). Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Price has the meaning ascribed to it in Section 3.05(a). Code means the United States Internal Revenue Code of 1986. Common Unit means a Unit representing a fractional part of the Company Interests of the Members and having the rights and obligations specified with respect to the Common Units in this Agreement. Company has the meaning set forth in the preamble to this Agreement. Company Interest means the interest of a Member in Profits, Losses and Distributions. Company Minimum Gain has the meaning set forth in Treasury Regulations Section 1.704-2(b)(2) for the phrase partnership minimum gain. The amount of Company Minimum Gain, as well as any net increase or decrease in Company Minimum Gain, for a Fiscal Period shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(d). DLLCA means the Delaware Limited Liability Company Act, 6 Del.C. SS 18-101, et seq. Distribution (and, with a correlative meaning, Distribute) means each distribution made by the Company to a Member with respect to such Members Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, however, that any recapitalization that does not result in the distribution of cash or property to Members or any exchange of securities of the Company, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units shall not be a Distribution. Equity Securities means, with respect to any Person, (a) units or other equity interests in such Person (including other classes or groups thereof having such relative rights, powers and duties as may from time to time be established by such Person), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into any of the foregoing, and (c) warrants, options or other rights to purchase or otherwise acquire from such Person any of the foregoing. Event of Withdrawal means the expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continu

Definitions from Restated Limited Liability Company Agreement

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among Baker Hughes, a GE company, LLC, a Delaware limited liability company (the Company), its Members (as defined herein) and each other Person who at any time after the date hereof becomes a Member in accordance with the terms of this Agreement and the DLLCA (as defined herein).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. Additional Member has the meaning set forth in Section 11.02. Adjusted Capital Account Balance means with respect to each Member the balance in such Members Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Members share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5) and any amounts such Member is obligated (or deemed to be obligated) to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Admission Date has the meaning set forth in Section 10.06. Affiliate means, as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, control (including with correlative meanings, controlled by and under common control with) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities or by contract or other agreement). Agreement has the meaning set forth in the preamble to this Agreement. Appraisers has the meaning set forth in Section 14.02. Assignee means a Person to whom a Company Interest has been transferred but who has not become a Member pursuant to Article XI. BHI has the meaning set forth in the recitals to this Agreement. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Capital Account means the capital account maintained for a Member in accordance with Section 5.01. Capital Contribution means, with respect to any Member, the amount of any cash, cash equivalents, promissory obligations or the Fair Market Value of other property that such Member contributes (or is deemed to contribute) to the Company pursuant to Article III hereof. Cash Balances has the meaning set forth in the Exchange Agreement. Certificate means the Companys Certificate of Formation as filed with the Secretary of State of the State of Delaware on the Filing Date. Chancery Court has the meaning set forth in Section 15.05(b). Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Price has the meaning ascribed to it in Section 3.05(a). Code means the United States Internal Revenue Code of 1986. Common Unit means a Unit representing a fractional part of the Company Interests of the Members and having the rights and obligations specified with respect to the Common Units in this Agreement. Company has the meaning set forth in the preamble to this Agreement. Company Interest means the interest of a Member in Profits, Losses and Distributions. Company Minimum Gain has the meaning set forth in Treasury Regulations Section 1.704-2(b)(2) for the phrase partnership minimum gain. The amount of Company Minimum Gain, as well as any net increase or decrease in Company Minimum Gain, for a Fiscal Period shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(d). DLLCA means the Delaware Limited Liability Company Act, 6 Del.C. SS 18-101, et seq. Distribution (and, with a correlative meaning, Distribute) means each distribution made by the Company to a Member with respect to such Members Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, however, that any recapitalization that does not result in the distribution of cash or property to Members or any exchange of securities of the Company, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units shall not be a Distribution. Equity Securities means, with respect to any Person, (a) units or other equity interests in such Person (including other classes or groups thereof having such relative rights, powers and duties as may from time to time be established by such Person), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into any of the foregoing, and (c) warrants, options or other rights to purchase or otherwise acquire from such Person any of the foregoing. Event of Withdrawal means the expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continu

Definitions from Tax Matters Agreement

This TAX MATTERS AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among General Electric Company, a New York corporation (GE), Baker Hughes, a GE company, a Delaware corporation (formerly known as Bear Newco, Inc.) (Newco), EHHC NewCo LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco (EHHC), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (Newco LLC).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. 752 GE Sharing Amount has the meaning set forth in Section 5.04(c)Section 5.04(a) of this Agreement. 752 Year has the meaning set forth in Section 5.04(c)Section 5.04(a) of this Agreement. Agreement has the meaning set forth in the preamble to this Agreement. Allocable Share means the percentage of membership interests of Newco LLC collectively held by the members of the GE Group, on the one hand, and the members of the Newco Group, on the other hand, at the time of the allocation of the relevant Shared Tax Benefits pursuant to Section 5.01. The Allocable Share of the GE Group as of the date hereof shall be 62.5% and the Allocable Share of the Newco Group as of the date hereof shall be 37.5%. Basis Adjustment means (a) the increase or decrease to, or the Newco Groups share of, the tax basis of the Reference Assets (i) under Sections 734(b), 743(b), 754 and 755 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, following an Exchange, Newco LLC remains in existence as an entity for U.S. federal income tax purposes) and (ii) under Sections 732 and 1012 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, as a result of one or more Exchanges, Newco LLC becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes), and (b) the amount of any immediate expense or deduction of the Newco Group for U.S. federal, state or local tax purposes based on the cost or value of a Common Unit or the properties of the Newco LLC Group attributable thereto, in each case, as a result of any Exchange and any payments made under Section 5.05. Beneficial Owner means, with respect to any security, a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, with respect to such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security. BHI has the meaning set forth in the recitals of this Agreement. BHI Tax Benefits has the meaning set forth in Section 5.02(b) of this Agreement. Book/Tax Difference Asset means an asset that is (a) held at the relevant time by Newco LLC for U.S. federal income tax purposes (or any partnership in which Newco LLC holds a direct interest or an indirect interest through one or more pass-through entities) at a Gross Asset Value (as defined in the LLC Agreement) that differs from its adjusted tax basis for U.S. federal income tax purposes and (b)(i) a Newco Group Contributed Asset, (ii) a GE Group Contributed Asset or (iii) acquired by Newco LLC for U.S. federal income tax purposes (or any partnership in which Newco LLC holds a direct interest or an indirect interest through one or more pass-through entities) after the Closing Date. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Certifications has the meaning set forth in Section 5.03(c)Section 5.04(a) of this Agreement. Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Date has the meaning set forth in the Transaction Agreement. Code means the United States Internal Revenue Code of 1986, as amended. Common Units has the meaning set forth in the LLC Agreement. Conflicts Committee has the meaning set forth in the Stockholders Agreement. Credit Event means the occurrence of any of the following events: (a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any member of the Newco Group or its debts, or of a substantial part of its assets, under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any member of the Newco Group or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (b) any member of the Newco Group shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in cl

Definitions from Tax Matters Agreement

This TAX MATTERS AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among General Electric Company, a New York corporation (GE), Baker Hughes, a GE company, a Delaware corporation (formerly known as Bear Newco, Inc.) (Newco), EHHC NewCo LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco (EHHC), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (Newco LLC).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. 752 GE Sharing Amount has the meaning set forth in Section 5.04(c)Section 5.04(a) of this Agreement. 752 Year has the meaning set forth in Section 5.04(c)Section 5.04(a) of this Agreement. Agreement has the meaning set forth in the preamble to this Agreement. Allocable Share means the percentage of membership interests of Newco LLC collectively held by the members of the GE Group, on the one hand, and the members of the Newco Group, on the other hand, at the time of the allocation of the relevant Shared Tax Benefits pursuant to Section 5.01. The Allocable Share of the GE Group as of the date hereof shall be 62.5% and the Allocable Share of the Newco Group as of the date hereof shall be 37.5%. Basis Adjustment means (a) the increase or decrease to, or the Newco Groups share of, the tax basis of the Reference Assets (i) under Sections 734(b), 743(b), 754 and 755 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, following an Exchange, Newco LLC remains in existence as an entity for U.S. federal income tax purposes) and (ii) under Sections 732 and 1012 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, as a result of one or more Exchanges, Newco LLC becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes), and (b) the amount of any immediate expense or deduction of the Newco Group for U.S. federal, state or local tax purposes based on the cost or value of a Common Unit or the properties of the Newco LLC Group attributable thereto, in each case, as a result of any Exchange and any payments made under Section 5.05. Beneficial Owner means, with respect to any security, a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, with respect to such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security. BHI has the meaning set forth in the recitals of this Agreement. BHI Tax Benefits has the meaning set forth in Section 5.02(b) of this Agreement. Book/Tax Difference Asset means an asset that is (a) held at the relevant time by Newco LLC for U.S. federal income tax purposes (or any partnership in which Newco LLC holds a direct interest or an indirect interest through one or more pass-through entities) at a Gross Asset Value (as defined in the LLC Agreement) that differs from its adjusted tax basis for U.S. federal income tax purposes and (b)(i) a Newco Group Contributed Asset, (ii) a GE Group Contributed Asset or (iii) acquired by Newco LLC for U.S. federal income tax purposes (or any partnership in which Newco LLC holds a direct interest or an indirect interest through one or more pass-through entities) after the Closing Date. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Certifications has the meaning set forth in Section 5.03(c)Section 5.04(a) of this Agreement. Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Date has the meaning set forth in the Transaction Agreement. Code means the United States Internal Revenue Code of 1986, as amended. Common Units has the meaning set forth in the LLC Agreement. Conflicts Committee has the meaning set forth in the Stockholders Agreement. Credit Event means the occurrence of any of the following events: (a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any member of the Newco Group or its debts, or of a substantial part of its assets, under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any member of the Newco Group or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (b) any member of the Newco Group shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in cl

Definitions from Secured Note

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

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

DEFINITIONS from Plain English Growth Capital Loan and Security

This is a PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT dated as of February 6, 2015 by and between TINTRI, INC. a Delaware corporation, as borrower, and any other Person that executes a Joinder Agreement to become a borrower under this Agreement, and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, as lender.

DEFINITIONS. Capitalized terms used in this Agreement and not otherwise defined shall have the following meanings: Account means any account, as such term is defined in the UCC, which any of You now own or acquire or in which any of You now hold or acquire any interest and in any event, shall include, without limitation, all accounts receivable, book debts and other forms of obligations (other than forms of obligations evidenced by Chattel Paper, Documents or Instruments) that any of You now own, receive or acquire or belongs or is owed or becomes belonging or owing to any of You (including, without limitation, under any trade name, style or division thereof) whether arising out of goods sold or services that any of You render or from any other transaction, whether or not the same involves the sale of goods or services by any of You (including, without limitation, any such obligation that may be characterized as an account or contract right under the UCC) and all of any of Your rights in, to and under all purchase orders or receipts now owned or acquired by any of You for goods or services, and all of any of Your rights to any goods represented by any of the foregoing (including, without limitation, unpaid sellers rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), and all monies due or to become due to any of You under all purchase orders and contracts for the sale of goods or the performance of services or both by any of You or in connection with any other transaction (whether or not yet earned by performance on the part of any of You), now in existence or occurring, including, without limitation, the right to receive the proceeds of said purchase orders and contracts, and all collateral security and guarantees of any kind given by any Person with respect to any of the foregoing. Advance has the meaning given to it in Section 1. Advance Date means the day on which We make an Advance to You. Advance Options means those options set forth in the Table of Terms. Advance Request means any request for an Advance to be executed and delivered from time to time by You to Us in the form attached to this Agreement as Exhibit B. Affiliate means, with respect to any Person, any Person that owns or controls directly or indirectly such Person, any Person that controls or is controlled by or is under common control with such Person, and each of such Persons senior executive officers, directors, and partners, and members. Agreement has the meaning given to it in the Preamble. Availability Period has the meaning set forth in the Table of Terms. Availability Period Extension Fee has the meaning set forth in the Table of Terms and Section 1. Availability Period Extension Milestone means You have achieved eighty-five percent (85%) of the projected bookings and revenue for the fiscal year ending January 31, 2016, as set forth in the board approved revenue plan provided to Us and attached to the Disclosure Letter, delivered to Us on the Closing Date or an updated revenue plan, so long as such updated revenue plan has a minimum expected revenue equal to or greater than the revenue plan attached to the Disclosure Letter and delivered to Us on the Closing Date. Business Day means any day other than a Saturday, Sunday or other day on which banking institutions in the State of California are authorized or required by law or other government action to close. Cash means all cash, money, currency, and liquid funds, wherever held, which any of You own now, hold or acquire any right, title, or interest in. Certificate of Perfection has the meaning given to it in Section 18. Chattel Paper means any chattel paper, as such term is defined in the UCC, now owned or acquired by any of You or in which any of You now hold or acquire any interest.

Definitions from Stockholders Agreement

THIS STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this Agreement), dated as of [*], 2017, is made by and among Calyxt, Inc., a Delaware corporation (the Company), Cellectis S.A., a French societe anonyme (Cellectis) and the Persons listed on Schedule A hereto (each, a Non-Cellectis Holder and collectively, the Non-Cellectis Holders).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning set forth in Section 4.02(c). Affiliate of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person; provided, however, that, for purposes of this Agreement, the Company shall not be considered an Affiliate of any of Cellectis and its Subsidiaries other than the Company, and each of Cellectis and its Subsidiaries other than the Company shall not be considered an Affiliate of the Company. As used herein, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. For purposes of this definition, Affiliated, controlling, controlled by, and under common control with have correlative meanings. Agreement has the meaning set forth in the preamble. Automatic Shelf Registration Statement has the meaning set forth in Section 4.04. Beneficially Owned has the meaning set forth in Rule 13d-3 under the Exchange Act, but without reference to clause (d)(1) of such Rule. Board of Directors 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. Cellectis has the meaning set forth in the preamble. Claims has the meaning set forth in 4.09(a). Company has the meaning set forth in the preamble. Company Shares means common stock of the Company 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, stock splits, reverse stock splits, combinations, reclassifications, recapitalizations, share exchange, consolidation or other 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 any note or debt security convertible into or exchangeable for Company Shares or other equity securities of the Company). Demand Exercise Notice has the meaning set forth in Section 4.01(a). Demand Registration has the meaning set forth in Section 4.01(a). Demand Registration Request has the meaning set forth in Section 4.01(a). Director means a member of the Board of Directors. 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. Expenses means any and all fees and expenses incident to the Companys performance of or compliance with Article 4, including: (i) SEC, stock exchange and FINRA registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the [New York Stock Exchange / NASDAQ] 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 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 the Company, (vii) with respect to each registration, the fees and disbursements of one counsel for the Participating Holder(s) (selected by the Majority Participating Holders), (viii) fees and disbursements of all independent public accountants (including the expenses of any audit and/or comfort letter and updates thereof) and fees and expenses of other Persons, including special experts, retained, or authorized to be retained, by the Company, (ix) fees and expenses payable to any qualified independent underwriter required under applicable FINRA rules, (x) any other fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities (excluding, for the avoidance of doubt, any underwriting commission, discount or spread), (xi) any rating agency fees, and (xii) expenses for securities law liability insurance. FINRA means the Financial Industry Regulatory Authority. Governing Documents means (i) with respect to the Company, the certificate of incorporation of the Company, as amended or modified from time to time, and the by-laws of the Company, as amended or modified from time to time and (ii) with respect to any other Pers

Definitions from Stockholders Agreement

THIS STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this Agreement), dated as of [*], 2017, is made by and among Calyxt, Inc., a Delaware corporation (the Company), Cellectis S.A., a French societe anonyme (Cellectis) and the Persons listed on Schedule A hereto (each, a Non-Cellectis Holder and collectively, the Non-Cellectis Holders).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning set forth in Section 4.02(c). Affiliate of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person; provided, however, that, for purposes of this Agreement, the Company shall not be considered an Affiliate of any of Cellectis and its Subsidiaries other than the Company, and each of Cellectis and its Subsidiaries other than the Company shall not be considered an Affiliate of the Company. As used herein, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. For purposes of this definition, Affiliated, controlling, controlled by, and under common control with have correlative meanings. Agreement has the meaning set forth in the preamble. automatic shelf registration statement has the meaning set forth in Section 4.04. Beneficially Owned has the meaning set forth in Rule 13d-3 under the Exchange Act, but without reference to clause (d)(1) of such Rule. Board of Directors 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. Cellectis has the meaning set forth in the preamble. Claims has the meaning set forth in 4.09(a). Company has the meaning set forth in the preamble. Company Shares means common stock of the Company 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, stock splits, reverse stock splits, combinations, reclassifications, recapitalizations, share exchange, consolidation or other 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 any note or debt security convertible into or exchangeable for Company Shares or other equity securities of the Company). Demand Exercise Notice has the meaning set forth in Section 4.01(a). Demand Registration has the meaning set forth in Section 4.01(a). Demand Registration Request has the meaning set forth in Section 4.01(a). Director means a member of the Board of Directors. 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. Expenses means any and all fees and expenses incident to the Companys performance of or compliance with Article 4, including: (i) SEC, stock exchange and FINRA registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the [New York Stock Exchange / NASDAQ] 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 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 the Company, (vii) with respect to each registration, the fees and disbursements of one counsel for the Participating Holder(s) (selected by the Majority Participating Holders), (viii) fees and disbursements of all independent public accountants (including the expenses of any audit and/or comfort letter and updates thereof) and fees and expenses of other Persons, including special experts, retained, or authorized to be retained, by the Company, (ix) fees and expenses payable to any qualified independent underwriter required under applicable FINRA rules, (x) any other fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities (excluding, for the avoidance of doubt, any underwriting commission, discount or spread), (xi) any rating agency fees, and (xii) expenses for securities law liability insurance. FINRA means the Financial Industry Regulatory Authority. Governing Documents means (i) with respect to the Company, the certificate of incorporation of the Company, as amended or modified from time to time, and the by-laws of the Company, as amended or modified from time to time and (ii) with respect to any other Pers