SEC Uses in Certain Terms Defined Clause

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 31, 2015, by and among Duke Acquisition Holdings, LLC, a Delaware limited liability company (Parent), Duke Acquisition, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), MacDermid Americas Acquisitions Inc., a Delaware corporation (Carve-out Buyer), and OM Group, Inc., a Delaware corporation (the Company).

Certain Terms Defined. The following terms shall have the meanings set forth below for purposes of this Agreement: Acceptable Confidentiality Agreement means any confidentiality agreement between the Company and the Person making the Company Takeover Proposal having provisions substantially similar to and on the terms no less favorable to the Company than the provisions of the Confidentiality Agreement (including, for the avoidance of doubt, standstill provisions no less favorable to the Company than those contained in the Confidentiality Agreement). Action means any and all claims (including any cross-claim or counterclaim), causes of action, suits, charges, complaints, litigation, demands, arbitration, proceedings (including any civil, criminal, administrative, investigative or appellate proceeding), hearings, inquiries, investigations, audits and disputes, whenever or however arising. Affiliate means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise; provided, that (other than in the case of the definition of Parent Non-Recourse Persons, ARTICLE IX and Section 10.11) that in no event shall Parent, Merger Sub or any of its Subsidiaries be considered an Affiliate of any portfolio company or investment fund (excluding investment funds focused on private equity) affiliated with Apollo Global Management, LLC, nor shall any portfolio company or investment fund (excluding investment funds focused on private equity) affiliated with Apollo Global Management, LLC, be considered to be an Affiliate of Parent, Merger Sub or any of its Subsidiaries. For the avoidance of doubt, following the Closing, Affiliates of Carve-out Buyer shall include those entities comprising the SC Business acquired by Carve-out Buyer pursuant to the Carve-out Transaction. Anti-Corruption Laws means all applicable Laws related to anti-corruption, anti-bribery and anti-money laundering. AO Business means the specialty functional additives and chemicals business operated and conducted by the Company and its Subsidiaries and the assets held by the Company and its Subsidiaries used or held for use in connection therewith. Business means the business of the Company and its Subsidiaries, taken as a whole, as of the date hereof. Business Day means any day other than a Saturday, Sunday or a day on which banks in New York, New York are authorized or obligated by Law or Order to close. Canadian Subsidiaries means EaglePicher Energy Products ULC and OMG Belleville Limited. Carve-out Buyer Material Adverse Effect means an event or effect that prevents or materially delays or materially impairs the ability of Carve-out Buyer to consummate the Transactions (other than the Merger) and the Carve-out Transaction. Carve-out Buyer Non-Recourse Persons means Carve-out Buyer, Guarantor P, Carve-out Buyers Financing Sources or any other financing source of Carve-out Buyer or Guarantor P, or, in each case, any of their respective affiliates, and any of their respective former, current or future, direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners, attorneys, advisors or other Representatives, or any of their respective successors or assigns. Carve-out Buyer Specified Approvals means those approvals that relate to Transaction set forth as items 5 (United States), 8 (Germany) and 1 (China) on Section 11.2 of the Company Disclosure Letter. Carve-out Buyer Transaction Documents means, collectively, this Agreement, the Carve-out Buyer Debt Commitment Letter, the Limited Guaranty, the Carve-out Purchase Agreement, the Interim Agreement and any other documents, instruments and agreements contemplated hereby or thereby. Carve-out Purchase Agreement means the Purchase and Separation Agreement, dated the date hereof, between Carve-out Buyer and Parent. COB Expenses means reasonable and documented out of pocket fees and expenses incurred by Carve-Out Buyer and its respective Affiliates in connection with this Agreement and the Transactions (including all fees and expenses of Financing Sources, counsel, accountants, investment banks, advisors and consultants to Carve-Out Buyer), up to $7,500,000. Code means the Internal Revenue Code of 1986, as amended. Company Acquisition Agreement means any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Company Takeover Proposal; provided, that for purposes of this definition, an Acceptable Confidentiality Agreement shall not be deemed to be a Company Acquisition Agreement. Company Expenses means the reasonable and documented out of pocket fees

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of July 16, 2013, by and among Sunny Optics, Inc., a Delaware corporation (Parent), Sunny Optics Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and Meade Instruments Corp., a Delaware corporation (the Company).

Certain Terms Defined. The following terms shall have the meanings set forth below for purposes of this Agreement: Acquisition Proposal means, other than the Transactions, any offer or proposal from any Third Party relating to (i) any acquisition, purchase, lease or license, direct or indirect, of 15% or more of the consolidated assets of the Company and its Subsidiaries or 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company (other than in the ordinary course of business), (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such Third Party beneficially owning 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company or (iii) any merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company. Action means any claim, action, suit, proceeding, arbitration, mediation or investigation by or before any Governmental Entity. Affiliate has the meaning set forth in Rule 12b-2 of the Exchange Act. Aggregate Consideration means the sum of all of the Merger Consideration, the Option Consideration and the Company Restricted Share Consideration required to be paid hereunder for all Shares, Options and Restricted Shares. Business Day means any day other than a Saturday, Sunday or federal holiday. Company Business means the business of the Company as presently conducted. Company Charter Documents means the Certificate of Incorporation of the Company, as amended to date, and the Bylaws of the Company, as amended to date. Company SEC Document means all forms, reports, statements, certifications and other documents required to be filed by it with the SEC under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing). Company Stock Plans collectively means (a) the Companys Amended and Restated 1997 Stock Incentive Plan, (b) the Companys Amended and Restated 2008 Stock Incentive Plan, and (c) the Stand-Alone Stock Option Agreement for Common Stock for Steven G. Murdock. Contract means any written or oral legally binding contract, agreement, instrument, arrangement, commitment, understanding or undertaking (including leases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts and purchase orders). Credit Facility means that certain Financing Agreement dated December 28, 2012 between the Company and Rosenthal & Rosenthal, Inc., a New York corporation. DGCL means the General Corporation Law of the State of Delaware, as in effect as of the date hereof and at the Effective Time, as applicable. Dodd-Frank Act means the DoddFrank Wall Street Reform and Consumer Protection Act of 2010, as amended. DOJ means the U.S. Department of Justice. Encumbrance means any security interest, pledge, mortgage, lien, charge, hypothecation, option to purchase or lease or otherwise acquire any interest, conditional sales agreement, adverse claim of ownership or use, title defect, easement, right of way, or other encumbrance of any kind. Environmental Laws means all Laws relating to the protection of the environment, worker health and safety, and/or governing the handling, use, generation, treatment, storage, transportation, disposal, manufacture, distribution, formulation, packaging, labeling, or Release of or exposure to Materials of Environmental Concern including the ambient air, soil, surface water or groundwater, or relating to the protection of human health from exposure to Materials of Environmental Concern. Environmental Permits means all permits, licenses, registrations, and other authorizations required under applicable Environmental Laws. Equity Interests means all Shares, Company Restricted Shares, and Options (whether vested or unvested). Exchange Act means the Securities Exchange Act of 1934, as amended. Expenses includes all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, experts and consultants to a party hereto and its Affiliates) incurred by a party or on its behalf in connection with or related to any of the authorization, preparation, negotiation, execution and performance of this Agreement and the Transactions and, in the case of Parent and Merger Sub, the due diligence investigation of the Company and its Subsidiaries. Immediate Family means, with respect to any specified individual, such individuals spouse, parents, children, and siblings, or any other relative of such indiv

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 17, 2013, by and among JOC North America LLC, a Delaware limited liability company (Parent), JOCNA Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and Meade Instruments Corp., a Delaware corporation (the Company).

Certain Terms Defined. The following terms shall have the meanings set forth below for purposes of this Agreement: Acquisition Proposal means, other than the Transactions, any offer or proposal from any Third Party relating to (i) any acquisition, purchase, lease or license, direct or indirect, of 15% or more of the consolidated assets of the Company and its Subsidiaries or 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company (other than in the ordinary course of business), (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such Third Party beneficially owning 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company or (iii) any merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company. Action means any claim, action, suit, proceeding, arbitration, mediation or investigation by or before any Governmental Entity. Affiliate has the meaning set forth in Rule 12b-2 of the Exchange Act. Aggregate Consideration means the sum of all of the Merger Consideration, the Option Consideration and the Company Restricted Share Consideration required to be paid hereunder for all Shares, Options and Restricted Shares. Business Day means any day other than a Saturday, Sunday or federal holiday. Company Business means the business of the Company as presently conducted. Company Charter Documents means the Certificate of Incorporation of the Company, as amended to date, and the Bylaws of the Company, as amended to date. Company SEC Document means all forms, reports, statements, certifications and other documents required to be filed by it with the SEC under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing). Company Stock Plans collectively means (a) the Companys Amended and Restated 1997 Stock Incentive Plan, (b) the Companys Amended and Restated 2008 Stock Incentive Plan, and (c) the Stand-Alone Stock Option Agreement for Common Stock for Steven G. Murdock. Contract means any written or oral legally binding contract, agreement, instrument, arrangement, commitment, understanding or undertaking (including leases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts and purchase orders). Credit Facility means that certain Financing Agreement dated December 28, 2012 between the Company and Rosenthal & Rosenthal, Inc., a New York corporation. DGCL means the General Corporation Law of the State of Delaware, as in effect as of the date hereof and at the Effective Time, as applicable. Dodd-Frank Act means the DoddFrank Wall Street Reform and Consumer Protection Act of 2010, as amended. DOJ means the U.S. Department of Justice. Encumbrance means any security interest, pledge, mortgage, lien, charge, hypothecation, option to purchase or lease or otherwise acquire any interest, conditional sales agreement, adverse claim of ownership or use, title defect, easement, right of way, or other encumbrance of any kind. Environmental Laws means all Laws relating to the protection of the environment, worker health and safety, and/or governing the handling, use, generation, treatment, storage, transportation, disposal, manufacture, distribution, formulation, packaging, labeling, or Release of or exposure to Materials of Environmental Concern including the ambient air, soil, surface water or groundwater, or relating to the protection of human health from exposure to Materials of Environmental Concern. Environmental Permits means all permits, licenses, registrations, and other authorizations required under applicable Environmental Laws. Equity Interests means all Shares, Company Restricted Shares, and Options (whether vested or unvested). Exchange Act means the Securities Exchange Act of 1934, as amended. Expenses includes all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, experts and consultants to a party hereto and its Affiliates) incurred by a party or on its behalf in connection with or related to any of the authorization, preparation, negotiation, execution and performance of this Agreement and the Transactions and, in the case of Parent and Merger Sub, the due diligence investigation of the Company and its Subsidiaries. Immediate Family means, with respect to any specified individual, such individuals spouse, parents, children, and siblings, or any other relative of such indiv

Certain Terms Defined from Membership Interest Purchase Agreement

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (Agreement) is dated as of the 14th day of May, 2012, and entered into by and between Inergy, L.P., a Delaware limited partnership (Seller), and Inergy Midstream, L.P., a Delaware limited partnership (Buyer). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Certain Terms Defined. In addition to terms defined elsewhere in this Agreement, the following capitalized terms have the meanings assigned to them in this Section 1: 1060 Forms has the meaning set forth in Section 2.3. Action has the meaning set forth in Section 3.7. Affiliate has the meaning assigned to such term in Rule 405 of the Securities Act and the rules and regulations of the SEC promulgated thereunder. Agreement has the meaning set forth in the Preamble. Amendment to the Omnibus Agreement means that certain amendment to the Omnibus Agreement, in the form attached hereto as Exhibit A. Assignment and Transfer of Membership Interest means that certain Assignment and Transfer of Membership Interest, in the form attached hereto as Exhibit B, transferring the Interest to Buyer. Associated Employees has the meaning set forth in Section 3.15(b). Balance Sheet Date has the meaning set forth in Section 3.8(a). Basket has the meaning set forth in Section 6.5(a). Business means the actual lines of business conducted by the Company. Buyer has the meaning set forth in the Preamble. Buyer Units means common units representing limited partnership interests in Buyer. Capital Lease means, with respect to any Person, any lease of, or other arrangement conveying the right to use, property by such Person as lessee that would be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with GAAP. Cash Price has the meaning set forth in Section 2.1. Claim Notice has the meaning set forth in Section 6.3(a). Code means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. Company has the meaning set forth in the Recitals. Consideration Units means the Buyer Common Units constituting the Equity Consideration. Contracts means any agreement of any kind or nature whatsoever by which any Person is legally bound, including all contracts, agreements, notes, bonds, instruments, leases, subleases, mortgages, Capital Leases, or other binding commitments or arrangements, express or implied, oral or written, and all amendments thereto. Cutoff Date has the meaning set forth in the Preamble. Damages has the meaning set forth in Section 6.1. Encumbrance means any hypothecation, security interest, pledge, mortgage, lien, charge, defect of title, claim, community property interest, easement, equitable interest, option, right of first refusal, order, other encumbrance or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership. Environment means any water or water vapor, any land, including land surface or subsurface, air, fish, storm water, wildlife, flora, fauna, biota, and all other natural resources. Environmental Laws means all federal, state and local environmental, chemical use, safety and sanitation Laws governing the use, presence, recycling, transfer, distribution, storage, treatment, generation, transportation, processing, handling, management, production, spill control, remediation, removal, discharge, Release, threatened Release or disposal of Hazardous Substances and the rules, regulations, policies, decisions, orders and directives of Governmental Authorities with respect thereto, but excluding Laws pertaining to the health and safety of the Companys employees including, without limitation, the Occupational Safety and Health Act of 1970 (29 U.S.C. 651 et. seq.) and New York Labor Law Sections 27 and 27A. Environmental Permits means all permits, licenses, approvals, authorizations, consents or registrations required by any applicable Environmental Law for the operation of the Business or occupation of the Real Property. Equity Consideration has the meaning set forth in Section 2.1. ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder. Financial Statements has the meaning set forth in Section 3.8(a). GAAP means United States generally accepted accounting principles consistently applied. Governmental Authority means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or any state, county, city or other political subdivision or similar governing entity, and including any governmental or quasi- governmental body administering, regulating or having general oversight over the Business of the Company or any of the assets associated with the Business of the Company. Hazardous Substance means, without limitation, any flammable explosives, radon, radioactive materials, asbestos, urea formaldehyde foam insulation, chlorinated solvents, polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous materials, hazardous wastes, hazardous or toxic substances or related materials as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. SS 9601, et seq.), the Resource Conservation and Recovery Ac

Certain Terms Defined from Indenture

INDENTURE dated as of __________, between PIONEER NATURAL RESOURCES COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter sometimes called the Company), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America (hereinafter sometimes called the Trustee).

Certain Terms Defined. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture which are defined in the Trust Indenture Act or which are by reference therein defined in the Securities Act (except as herein otherwise expressly provided or unless the context otherwise requires) shall have the meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in force as of the date of original execution of this Indenture. Affiliate of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. The Trustee may request and may conclusively rely upon an Officers Certificate to determine whether any Person is an Affiliate of any specified Person. Authorized Newspaper means a newspaper in an official language of the country of publication customarily published at least once a day, and customarily published for at least five days in each calendar week, and of general circulation in such city or cities specified pursuant to Section 2.03 with respect to the Debt Securities of any series. Where successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any business day in such city. Bank Indebtedness means any and all amounts payable under or in respect of the Credit Agreement, as supplemented, amended or modified from time to time, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof. Bearer Holder means, with respect to any Bearer Security or Coupon, the bearer thereof. Bearer Security means any Debt Security (with or without Coupons), title to which passes by delivery only, but does not include any Coupons. Board of Directors means either the Board of Directors of the Company or any duly authorized committee or subcommittee of such Board, except as the context may otherwise require. business day means, when used with respect to any Place of Payment specified pursuant to Section 2.03, any day that is not a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies in such Place of Payment are authorized or obligated by law to close, except as otherwise specified pursuant to Section 2.03. Capital Stock of any Person means any and all shares, rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests (including partnership interests) in (however designated) the equity (which includes, but is not limited to, common stock, Preferred Stock and partnership and joint venture interests) of such Person (excluding any debt securities that are convertible into, or exchangeable for, such equity). Commodity Price Protection Agreement means, in respect of any Person, any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in commodity prices. Common Stock means the common stock, par value $.01 per share, of the Company, which stock is currently listed on the New York Stock Exchange. Company means Pioneer Natural Resources Company, a Delaware corporation, and, subject to the provisions of Article X, shall also include its successors and assigns. Company Order means a written order of the Company, signed by its Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Secretary or any Vice President. corporate trust office of the Trustee or other similar term means the office of the Trustee in Dallas, Texas, at which the corporate trust business of the Trustee shall, at any particular time, be principally administered in the United States of America, which is on the date hereof at 201 Main Street, Third Floor, Fort Worth, Texas 76102; Attention: Corporate Trust, except that with respect to the presentation of Debt Securities for payment or for registration of tr

Certain Terms Defined from Indenture

INDENTURE, dated as of the 8th day of June, 2009, among NEW CARCO ACQUISITION LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (hereinafter sometimes called the Company) having its principal office at 1000 Chrysler Drive, Auburn Hills, Michigan 48326, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (hereinafter sometimes called the Trustee).

Certain Terms Defined. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. ABS Subsidiaries: a direct or indirect Subsidiary of the Company that enters into asset-backed securities transactions with respect to vehicle leases originated under the Gold Key Lease Program or any other similar program. Accounting Principles: means generally accepted accounting principles in the United States as in effect from time to time; provided, that if the Company elects to use international financial reporting standards to prepare its financial statements the Accounting Principles shall be international financial reporting standards as in effect from time to time. Act: The term Act, when used with respect to any Holder, shall have the meaning specified in Section 1.04. Affiliate; Control: The term Affiliate of any specified Person shall mean any other Person directly, or indirectly through one or more intermediaries, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any specified Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled shall have meanings correlative to the foregoing. For the avoidance of doubt, the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America and its Affiliates shall be deemed to be Affiliates of the New VEBA. Amortization Payment: The term Amortization Payment shall have the meaning specified in Section 3.01. Amortization Payment Date: The term Amortization Payment Date shall have the meaning specified in Section 3.01. Applicable Procedures: The term Applicable Procedures means, with respect to any transfer, Prepayment or exchange of or for beneficial interests in any Global Security, the rules and procedures of the Depository that apply to such transfer, Prepayment or exchange. Attributable Obligations: in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate implicit in the transaction) of the total obligations of the lessee for rental payments required to be paid during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended), determined in accordance with the Accounting Principles; provided, however, that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby shall be determined in accordance with the definition of Capital Lease Obligations. Auburn Hills Property: the real property described on Schedule 1.01(a), which is the Companys chief executive office. Authorized Newspaper: The term Authorized Newspaper shall mean a newspaper printed in the English language and customarily published at least once a day on each business day in each calendar week and of general circulation in the Borough of Manhattan, the City and State of New York, whether or not such newspaper is published on Saturdays, Sundays and legal holidays. Authorized Officer: The term Authorized Officer shall mean, with respect to the Company, the chief executive officer, president, vice president, chief accounting officer, chief financial officer, treasurer, assistant treasurer or controller, secretary or assistant secretary, or, in each case, any individual with a substantially equivalent title. Auto Supplier Support Credit Agreement: Credit Agreement dated as of April 7, 2009 between the Auto Supplier Support SPV, as borrower, and the United States Department of the Treasury. Auto Supplier Support SPV: Chrysler Receivables SPV, LLC. Bankruptcy Code: The term Bankruptcy Code shall mean the United States Bankruptcy Code (11 U.S.C. SS 101, et seq.), as amended, and any successor statute. Board of Directors: The term Board of Directors or Board, when used with reference to the Company, shall mean the board of managers (or the equivalent) of the Company or any committee or designee of such board duly authorized to act with respect hereto. Board Resolution: The term Board Resolution, when used with reference to the Company, shall mean a copy of a resolution certified by the secretary or assistant secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee. business day: The term business day shall mean any day other than a Saturday or Sunday and other than a day on which banking institutions in New York, New York are authorized or obligated by law or regulation to close. Canadian Fa

Certain Terms Defined from Indenture

INDENTURE dated as of January 22, 2008, between PIONEER NATURAL RESOURCES COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter sometimes called the Company), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America (hereinafter sometimes called the Trustee).

Certain Terms Defined. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any Indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture which are defined in the Trust Indenture Act or which are by reference therein defined in the Securities Act (except as herein otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in force as of the date of original execution of this Indenture. Additional Interest has the meaning set forth in Section 6.09. Affiliate of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Authorized Newspaper means a newspaper in an official language of the country of publication customarily published at least once a day, and customarily published for at least five days in each calendar week, and of general circulation in such city or cities specified pursuant to Section 2.03 with respect to the Debt Securities of any series. Where successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any business day in such city. Bank Indebtedness means any and all amounts payable under or in respect of the Credit Agreement, as supplemented amended or modified from time to time, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof. Banks means the Lenders, as such term is defined in the Credit Agreement. Bearer Holder means, with respect to any Bearer Security or Coupon, the bearer thereof. Bearer Security means any Debt Security (with or without Coupons), title to which passes by delivery only, but does not include any Coupons. Board of Directors means either the Board of Directors of the Company or any duly authorized committee or subcommittee of such Board, except as the context may otherwise require. business day means, when used with respect to any Place of Payment specified pursuant to Section 2.03, any day that is not a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies in such Place of Payment are authorized or obligated by law to close, except as otherwise specified pursuant to Section 2.03. Capital Stock of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests (including partnership interests) in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. Capitalized Lease Obligation means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP. Commodity Price Protection Agreement means, in respect of any Person, any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in commodity prices. Common Stock means the common stock, par value $.01 per share, of the Company, which stock is currently listed on the New York Stock Exchange. Company means Pioneer Natural Resources Company, a Delaware corporation, and, subject to the provisions of Article X, shall also include its successors and assigns. Company Order means a written order of the Company, signed by its Chairman of the Board, Vice Chairman, President or any Vice President and by its Treasurer, Secretary, any Assistant Treasurer or any Assistant Secretary. corporate trust office of the trustee or other similar term means the office of the Trustee in Dallas Texas at which the corporate trust business of the Trustee shall, at any particular time, be principally administered in the United States of America, which is on the date hereof at 201 Main Street, Third Floor, Fort Worth, Texas 76102; Attention: Corporate Trust, except that with respect to the presentation of Debt Securities for payment or for registration o

Certain Terms Defined from Indenture

INDENTURE dated as of [ ], 2008, between PIONEER NATURAL RESOURCES COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter sometimes called the Company), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America (hereinafter sometimes called the Trustee).

Certain Terms Defined. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any Indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture which are defined in the Trust Indenture Act or which are by reference therein defined in the Securities Act (except as herein otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in force as of the date of original execution of this Indenture. Additional Interest has the meaning set forth in Section 6.09. Additional Interest Notice has the meaning set forth in Section 4.11. Affiliate of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Authorized Newspaper means a newspaper in an official language of the country of publication customarily published at least once a day, and customarily published for at least five days in each calendar week, and of general circulation in such city or cities specified pursuant to Section 2.03 with respect to the Debt Securities of any series. Where successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any business day in such city. Bank Indebtedness means any and all amounts payable under or in respect of the Credit Agreement, as supplemented amended or modified from time to time, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof. Banks means the Lenders, as such term is defined in the Credit Agreement. Bearer Holder means, with respect to any Bearer Security or Coupon, the bearer thereof. Bearer Security means any Debt Security (with or without Coupons), title to which passes by delivery only, but does not include any Coupons. Board of Directors means either the Board of Directors of the Company or any duly authorized committee or subcommittee of such Board, except as the context may otherwise require. business day means, when used with respect to any Place of Payment specified pursuant to Section 2.03, any day that is not a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies in such Place of Payment are authorized or obligated by law to close, except as otherwise specified pursuant to Section 2.03. Capital Stock of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests (including partnership interests) in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. Capitalized Lease Obligation means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP. Commodity Price Protection Agreement means, in respect of any Person, any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in commodity prices. Common Stock means the common stock, par value $.01 per share, of the Company, which stock is currently listed on the New York Stock Exchange. Company means Pioneer Natural Resources Company, a Delaware corporation, and, subject to the provisions of Article X, shall also include its successors and assigns. Company Order means a written order of the Company, signed by its Chairman of the Board, Vice Chairman, President or any Vice President and by its Treasurer, Secretary, any Assistant Treasurer or any Assistant Secretary. corporate trust office of the trustee or other similar term means the office of the Trustee in Dallas Texas at which the corporate trust business of the Trustee shall, at any particular time, be principally administered in the United States of America, which is on the date hereof at 201 Main Street, Third Floor, Fort Worth, Texas 76102; Attention: Corporate Trust, except that with respect to

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of December 21, 2007, by and among BAE Systems, Inc., a Delaware corporation (Parent), Mira Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and MTC Technologies, Inc., a Delaware corporation (the Company).

Certain Terms Defined. The following terms shall have the meanings set forth below for purposes of this Agreement: Action means any claim, action, suit, proceeding or investigation by or before any Governmental Entity. Affiliates has the meaning set forth in Rule 12b-2 of the Exchange Act. Business Day means any day other than a Saturday, Sunday or a day on which banks in New York, New York are authorized or obligated by Law or Order to close. Company Superior Proposal means a Company Takeover Proposal (i) that if consummated would result in a third party (or in the case of a direct merger between such third party and the Company, the stockholders of such third party) acquiring, directly or indirectly, more than 50% of the voting power of the Common Stock or all or substantially all the assets of the Company and its Subsidiaries, taken as a whole, for consideration consisting of cash and/or securities, (ii) that is reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal, including all conditions contained therein, and (iii) that the Company Board determines in good faith, after consultation with outside counsel and its financial advisor (taking into account any changes to this Agreement proposed by Parent in response to a Company Takeover Proposal), has a higher value to the stockholders of the Company than the consideration to be received by the stockholders of the Company in the Merger and the other Transactions. Company Takeover Proposal means (i) any inquiry, proposal or offer for or with respect to a merger, consolidation, business combination, recapitalization, binding share exchange, liquidation, dissolution, joint venture or other similar transaction involving the Company or any of its Significant Subsidiaries (as such term is defined in the Exchange Act), (ii) any inquiry, proposal or offer to acquire in any manner, directly or indirectly, more than 20% of the outstanding Common Stock or (iii) any inquiry, proposal or offer to acquire in any manner (including the acquisition of stock in any Subsidiary of the Company), directly or indirectly, assets or businesses of the Company or its Subsidiaries representing more than 20% of the consolidated assets, revenues or net income of the Company, in each case, other than the Transactions. DGCL means the General Corporation Law of the State of Delaware. Encumbrance means any security interest, pledge, mortgage, lien, charge, hypothecation, option to purchase or lease or otherwise acquire any interest, conditional sales agreement, adverse claim of ownership or use, title defect, easement, right of way, or other encumbrance of any kind. Environmental Laws means all Laws relating to the protection of the environment, including the ambient air, soil, surface water or groundwater, or relating to the protection of human health from exposure to Materials of Environmental Concern. Environmental Permits means all permits, licenses, registrations, and other authorizations required under applicable Environmental Laws. ERISA means the Employment Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder. Exchange Act means the Securities Exchange Act of 1934, as amended. Indebtedness of any Person means (a) all indebtedness for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (b) any other indebtedness which is evidenced by a note, bond, debenture or similar instrument, (c) all obligations under financing leases, (d) all obligations in respect of acceptances issued or created, (e) all liabilities secured by any lien on any property, and (f) all guarantee obligations. Intellectual Property Rights means United States or foreign intellectual property, including (i) patents and patent applications, together with all reissues, continuations, continuations-in-part, divisionals, provisionals, extensions and reexaminations thereof, (ii) trademarks, service marks, logos, trade names, corporate names, trade dress, including all goodwill associated therewith, and all applications, registrations and renewals in connection therewith, (iii) copyrights and copyrightable works and all applications and registrations in connection with any of the foregoing, (iv) inventions and discoveries (whether patentable or not), industrial designs, trade secrets, confidential information and know-how, (v) computer software (including databases and related documentation), (vi) uniform resource locators, web site addresses and Internet domain names, and registrations therefor, (vii) moral and economic rights of authors and inventors and (vii) all other proprietary rights whether now known or hereafter recognized in any jurisdiction. Knowledge means (i) with respect to Parent, the actual knowledge (after reasonable inquiry) of the following persons: Sh

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of August 15, 2007, by and among Thomas & Betts Corporation, a Tennessee corporation (Parent), T&B Acquisition II Corp., an Ohio corporation and a wholly owned subsidiary of Parent (Merger Sub), and The Lamson & Sessions Co., an Ohio corporation (the Company).

Certain Terms Defined. The following terms shall have the meanings set forth below for purposes of this Agreement: Acceptable Confidentiality Agreement means a confidentiality agreement with terms (including, for the avoidance of doubt, a standstill provision) no less favorable to the Company than those contained in the Confidentiality Agreement. Action means any claim, action, arbitration, suit, proceeding or investigation by or before any Governmental Entity or arbitrator. Affiliates has the meaning set forth in Rule 12b-2 of the Exchange Act. Business Day means any day other than a Saturday, Sunday or a day on which banks in New York, New York are authorized or obligated by Law or executive Order to close. Company Superior Proposal means a bona fide unsolicited written Company Takeover Proposal (which definition shall be read, for this purpose, without the word inquiry), for at least a majority of the outstanding Shares or 50% or more of the consolidated assets of the Company and for which the financing, if a cash transaction (whether in whole or in part) is then fully committed, that the Company Board determines in good faith, after consultation with outside legal counsel and its financial advisor and taking into account all legal, financial and regulatory and other aspects of the Company Takeover Proposal (including, among other things, any termination fees, expense reimbursement and conditions to closing), the person making the Company Takeover Proposal and all relevant material terms of such Company Takeover Proposal, this Agreement (including any changes to this Agreement proposed by Parent in response to a Company Takeover Proposal), is more favorable from a financial point of view to the shareholders of the Company than the Merger and the other transactions contemplated by this Agreement Company Takeover Proposal means (i) any inquiry, proposal or offer for a merger, consolidation, share exchange, reorganization, recapitalization, liquidation, dissolution business combination or other similar transaction involving the Company or any of its Subsidiaries (in the case of its Subsidiaries, only to the extent such subsidiaries represent more than 20% of the consolidated assets of the Company), (ii) any inquiry, proposal or offer to acquire in any manner, directly or indirectly, more than 20% of the outstanding Common Stock or other voting securities of the Company, (iii) any inquiry, proposal or offer to acquire in any manner, directly or indirectly, assets of the Company or its Subsidiaries representing more than 20% of the consolidated assets of the Company, in each case, other than the transactions contemplated by this Agreement, or (iv) any inquiry, proposal or offer in relation to any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such Third Partys beneficially owning 20% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute more than 20% of the consolidated assets of the Company. Encumbrance means any security interest, pledge, mortgage, lien, charge, hypothecation, option to purchase or lease or otherwise acquire any interest, conditional sales agreement, adverse claim of ownership or use, title defect, easement, right of way, or other encumbrance of any kind. Environmental Laws means all Laws, permits or agreements with any Person relating to the environment, including the ambient air, soil, surface water or groundwater, relating to the effect of the environment on human health or relating to pollutants, contaminants, wastes or chemicals or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substances, wastes or materials. Environmental Permits means all permits, licenses, registrations, franchises, certificates, approvals and other authorizations required under applicable Environmental Laws. ERISA means the Employment Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder. Exchange Act means the Securities Exchange Act of 1934, as amended Indebtedness of any Person means (a) all indebtedness for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business of business and payable in accordance with customary practices), (b) any other indebtedness which is evidenced by a note, bond, debenture or similar instrument, (c) all obligations under financing leases, (d) all obligations in respect of acceptances issued or created, (e) all liabilities secured by any lien on any property and (f) all guarantee obligations. Intellectual Property means United States or foreign intellectual property, including (i) patents and patent applications, together with all reissues, continuations, continuations-in-part, divisionals, extensions and reexaminations thereof, (ii) trademarks, service marks, logos, trade names,