Special Committee Uses in Definitions Clause

Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2017 (this Agreement), by and among H&E Equipment Services, Inc., a Delaware corporation (Parent), Neff Corporation, a Delaware corporation (Company), and Yellow Iron Merger Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX below.

Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below: Acceptable Confidentiality Agreement means a confidentiality agreement that contains terms that are no less favorable to Company in the aggregate than those contained in the Confidentiality Agreement and that contains customary standstill provisions that are reasonably acceptable to Parent; provided that (a) the standstill provisions shall provide that a person may make a non-public Acquisition Proposal to the Company Board or the Special Committee and (b) the form attached hereto as Exhibit D is deemed acceptable; provided further, such confidentiality agreement shall not prohibit compliance by Company with any of the provisions of Section 6.8. Acquisition Proposal shall mean, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, relating to, in a single transaction or series of related transactions, any direct or indirect (a) acquisition of more than 20% of the consolidated assets of Company and its Subsidiaries taken as a whole (based on the fair market value thereof), including through the acquisition of one or more Subsidiaries of Company owning such assets, (b) acquisition of beneficial ownership (as defined in Rule 12d-3 under the Exchange Act) of more than 20% of the outstanding Equity Interests of Company or any of its Subsidiaries, (c) tender offer or exchange offer that if consummated would result in any person or group beneficially owning more than 20% of the outstanding Equity Interests of Company or any of its Subsidiaries, (d) merger, consolidation, share exchange, other business combination, reorganization, recapitalization, license, joint venture, partnership, liquidation, dissolution or other similar transaction involving (i) Company or its Subsidiaries whose assets, individually or in the aggregate, constitute more than twenty percent (20%) of the consolidated assets of Company and its Subsidiaries, taken as a whole (based on the fair market value thereof), or (ii) more than 20% of the aggregate Equity Interests of Company or of the surviving entity, (e) liquidation or dissolution of Company or (f) any combination of the foregoing. Action means any claim, action, suit, audit, charge, assessment, complaint, grievance, arbitration, or any proceeding, or, to the applicable partys knowledge, any investigation or inquiry, whether at law in equity or otherwise, in each case, that is by or before any Governmental Entity or arbitrator. Charter Documents means, respectively, (i) the Company Certificate, (ii) the Company Bylaws and (iii) the certificate of incorporation, articles of incorporation, bylaws, certificate of formation, limited liability company agreement, operating agreement or other organizational documents, each as amended to date, of each Subsidiary of Company. Code means the Internal Revenue Code of 1986, as amended. Company Benefit Plans means all employee benefit plans (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and all bonus, equity, equity-based, incentive compensation, deferred compensation, retirement, pension, consulting, medical, dental, vision, disability, welfare, fringe benefit, paid time off, perquisite, retiree medical or life insurance, supplemental retirement, retention, change in control, employment, termination, and severance plans, programs, contracts, agreements or arrangements, in any case, maintained, contributed to, or required to be contributed to, by Company or any of its Subsidiaries or with respect to which Company or any of its Subsidiaries has any liability. Company Class A Common Stock means the Class A common stock, par value $0.01 per share, of Company. Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of Company. Company Common Stock means the Company Class A Common Stock and the Company Class B Common Stock. Company ERISA Affiliate means any entity which together with Company would be deemed a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code. Company Material Adverse Effect means any event, circumstance, occurrence, fact, condition, development, effect or change that (a) has a material adverse effect on the ability of Company to perform its obligations under this Agreement and to consummate the Merger and the transactions contemplated by this Agreement or (b) would reasonably be expected to, individually or in the aggregate, be materially adverse to the business, properties, assets, results of operations or condition (financial or otherwise) of Company and its Subsidiaries, taken as a whole; provided, that in no event shall any events, circumstances, occurrences, facts, conditions, developments, effects or changes, alone or in combination, be deemed to constitute or be taken into account in determining whether there has been or may be a Company M

Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2017 (this Agreement), by and among H&E Equipment Services, Inc., a Delaware corporation (Parent), Neff Corporation, a Delaware corporation (Company), and Yellow Iron Merger Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX below.

Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below: Acceptable Confidentiality Agreement means a confidentiality agreement that contains terms that are no less favorable to Company in the aggregate than those contained in the Confidentiality Agreement and that contains customary standstill provisions that are reasonably acceptable to Parent; provided that (a) the standstill provisions shall provide that a person may make a non-public Acquisition Proposal to the Company Board or the Special Committee and (b) the form attached hereto as Exhibit D is deemed acceptable; provided further, such confidentiality agreement shall not prohibit compliance by Company with any of the provisions of Section 6.8. Acquisition Proposal shall mean, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, relating to, in a single transaction or series of related transactions, any direct or indirect (a) acquisition of more than 20% of the consolidated assets of Company and its Subsidiaries taken as a whole (based on the fair market value thereof), including through the acquisition of one or more Subsidiaries of Company owning such assets, (b) acquisition of beneficial ownership (as defined in Rule 12d-3 under the Exchange Act) of more than 20% of the outstanding Equity Interests of Company or any of its Subsidiaries, (c) tender offer or exchange offer that if consummated would result in any person or group beneficially owning more than 20% of the outstanding Equity Interests of Company or any of its Subsidiaries, (d) merger, consolidation, share exchange, other business combination, reorganization, recapitalization, license, joint venture, partnership, liquidation, dissolution or other similar transaction involving (i) Company or its Subsidiaries whose assets, individually or in the aggregate, constitute more than twenty percent (20%) of the consolidated assets of Company and its Subsidiaries, taken as a whole (based on the fair market value thereof), or (ii) more than 20% of the aggregate Equity Interests of Company or of the surviving entity, (e) liquidation or dissolution of Company or (f) any combination of the foregoing. Action means any claim, action, suit, audit, charge, assessment, complaint, grievance, arbitration, or any proceeding, or, to the applicable partys knowledge, any investigation or inquiry, whether at law in equity or otherwise, in each case, that is by or before any Governmental Entity or arbitrator. Charter Documents means, respectively, (i) the Company Certificate, (ii) the Company Bylaws and (iii) the certificate of incorporation, articles of incorporation, bylaws, certificate of formation, limited liability company agreement, operating agreement or other organizational documents, each as amended to date, of each Subsidiary of Company. Code means the Internal Revenue Code of 1986, as amended. Company Benefit Plans means all employee benefit plans (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and all bonus, equity, equity-based, incentive compensation, deferred compensation, retirement, pension, consulting, medical, dental, vision, disability, welfare, fringe benefit, paid time off, perquisite, retiree medical or life insurance, supplemental retirement, retention, change in control, employment, termination, and severance plans, programs, contracts, agreements or arrangements, in any case, maintained, contributed to, or required to be contributed to, by Company or any of its Subsidiaries or with respect to which Company or any of its Subsidiaries has any liability. Company Class A Common Stock means the Class A common stock, par value $0.01 per share, of Company. Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of Company. Company Common Stock means the Company Class A Common Stock and the Company Class B Common Stock. Company ERISA Affiliate means any entity which together with Company would be deemed a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code. Company Material Adverse Effect means any event, circumstance, occurrence, fact, condition, development, effect or change that (a) has a material adverse effect on the ability of Company to perform its obligations under this Agreement and to consummate the Merger and the transactions contemplated by this Agreement or (b) would reasonably be expected to, individually or in the aggregate, be materially adverse to the business, properties, assets, results of operations or condition (financial or otherwise) of Company and its Subsidiaries, taken as a whole; provided, that in no event shall any events, circumstances, occurrences, facts, conditions, developments, effects or changes, alone or in combination, be deemed to constitute or be taken into account in determining whether there has been or may be a Company M

Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER, dated as of July 25, 2016 (this "Agreement"), by and among Great American Insurance Company, an Ohio corporation ("Parent"), GAIC Alloy, Inc., an Ohio corporation ("Merger Sub" and, together with Parent, "Purchasers") and National Interstate Corporation, an Ohio corporation (the "Company").

Definitions. In this Agreement, unless the context otherwise requires, the following terms have the following meanings:"Acceptable Confidentiality Agreement" means a confidentiality agreement between the Company and a Person making an Acquisition Proposal entered into in accordance with the terms and conditions set forth in Section 5.4, and on terms and conditions customary with respect to transactions of the nature contemplated by such Acquisition Proposal."Acquisition Proposal" means any proposal or offer from any third party relating to (a) any direct or indirect acquisition or purchase, in a single transaction or a series of related transactions, of (i) ten percent (10%) or more of the outstanding Common Shares, (ii) ten percent (10%) or more (based on the fair market value thereof) of the assets (including equity securities of the Company Subsidiaries) of the Company and the Company Subsidiaries, taken as a whole, or (iii) assets or businesses of the Company and the Company Subsidiaries that constitute or generate ten percent (10%) or more of the consolidated revenues or net income of the Company and the Company Subsidiaries, taken as a whole, (b) any tender offer or exchange offer that, if consummated, would result in any third party (other than Parent) owning, directly or indirectly, ten percent (10%) or more of the outstanding Common Shares, (c) any merger, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, share exchange or similar transaction involving the Company or any Company Subsidiary, other than, in each case, the transactions contemplated by this Agreement or (d) any other transaction having a similar effect to those described in clauses (a) through (c)."Action" shall mean any actual or pending action, claim, suit, investigation (other than any ordinary course examination by any Governmental Entity), litigation, administrative action or dispute, arbitration or proceeding by or before any Governmental Entity."Affiliates" means, with respect to any Person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with, such Person; provided, that (a) Parent and its Affiliates (other than the Company and the Company Subsidiaries) shall not be deemed to be Affiliates of the Company and the Company Subsidiaries and (b) the Company and the Company Subsidiaries shall not be deemed to be Affiliates of Parent and its Affiliates (other than the Company and the Company Subsidiaries) for any purpose hereunder."Benefit Plan" means each deferred compensation and each bonus or other incentive compensation, stock option and other equity compensation plan, program, agreement or arrangement; each severance or termination pay, medical, surgical, hospitalization, life insurance and other "welfare" plan, fund or program (within the meaning of section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")); each profit-sharing, stock bonus or other "pension" plan, fund or program (within the meaning of section 3(2) of ERISA); each employment, termination or severance agreement; and each other material employee benefit plan, fund, program, agreement or arrangement, in each case, that is sponsored, maintained or contributed to or required to be contributed to by the Company or any of the Company Subsidiaries for the benefit of directors, employees or former employees of the Company or any of the Company Subsidiaries."Business Day" means any day other than Saturday, Sunday or a day on which commercial banks in Cincinnati, Ohio are authorized or required by Law to close."Code" means the U.S. Internal Revenue Code of 1986, as amended."Company Insurance Subsidiaries" means the Company Subsidiaries that conduct the insurance operations of the Company. "Contract" means any contract, license, lease, commitment, arrangement, purchase or sale order, undertaking, understanding or other agreement, whether written or oral. "Control" means the power to direct or cause the direction of management or policies of a Person, directly or indirectly, whether through the ownership of voting securities, by Contract or otherwise. "EDGAR" shall mean the Electronic Data Gathering, Analysis and Retrieval System administered by the SEC."Environmental Law" means any foreign, federal, state or local law, treaty, statute, rule, regulation, order, ordinance, decree, injunction, judgment, governmental restriction or any other requirement of law (including common law) regulating or relating to the protection of human health from exposure to any hazardous substance, natural resource damages or the protection of the environment, including laws relating to the protection of wetlands, pollution, contamination or the use, generation, management, handling, transport, treatment, disposal, storage, release or threatened release of hazardous substances."Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the

DEFINITIONS from Amended and Restated Advisory Agreement

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this "Agreement"), dated as of the ____ day of ____, 2016, is entered into by and among Steadfast Apartment REIT III, Inc., a Maryland corporation (the "Company"), Steadfast Apartment REIT III Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), and Steadfast Apartment Advisor III, LLC, a Delaware limited liability company (the "Advisor"). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

DEFINITIONS. As used in this Agreement, the following terms have the meanings specified below:Acquisition Expenses means any and all expenses, excluding Acquisition Fees and Loan Coordination Fees, incurred by the Company, the Operating Partnership, the Advisor, or any of their Affiliates in connection with the selection, evaluation, acquisition, origination or development of any Investments, whether or not acquired or originated, as applicable, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on properties or other investments not acquired, accounting fees and expenses, title insurance premiums, and the costs of performing due diligence.Acquisition Fee means the fees payable to the Advisor pursuant to Section 9(a), plus all other fees and commissions, excluding Acquisition Expenses, in connection with making or investing in any Investment or the purchase, development or construction of any Real Estate Asset by the Company. Included in the computation of such fees or commissions shall be any real estate commission, origination fee, selection fee, development fee, construction fee, nonrecurring management fee, loan fees or points or any fee of a similar nature, however designated. Excluded shall be development fees and construction fees paid to Persons not Affiliated with the Advisor in connection with the actual development and construction of a Real Estate Asset. Adjusted Market Value means the market value of the outstanding Shares, measured by taking the average closing price for a single Class A Share, a single Class R Share and a single Class T Share over a period of 30 consecutive trading days, with such period beginning 180 days after Listing, multiplied, respectively, by the number of Class A Shares, Class R Shares and Class T Shares outstanding on the date of measurement. Advisor means Steadfast Apartment Advisor III, LLC, a Delaware limited liability company, any successor advisor to the Company and the Operating Partnership to which Steadfast Apartment Advisor III, LLC or any successor advisor subcontracts substantially all of its functions. Notwithstanding the foregoing, a Person hired or retained by Steadfast Apartment Advisor III, LLC to perform property management and related services for the Company or the Operating Partnership that is not hired or retained to perform substantially all of the functions of Steadfast Apartment Advisor III, LLC with respect to the Company or the Operating Partnership as a whole shall not be deemed to be an Advisor.Affiliate or Affiliated means, with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent (10%) or more of the outstanding voting securities of such other Person; (ii) any Person ten percent (10%) or more of its outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner of such other Person. An entity shall not be deemed to control or be under common control with a program sponsored by the Sponsor unless (A) the entity owns 10% or more of the voting equity interests of such program or (B) a majority of the Board (or equivalent governing body) of such program is composed of Affiliates of the entity or general partner.Articles of Incorporation means the Second Articles of Amendment and Restatement of the Company, as amended or restated from time to time.Average Invested Assets means, for a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Investments before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period.Board means the board of directors of the Company, as of any particular time.Bylaws means the bylaws of the Company, as amended or restated from time to time.Cause means with respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct, gross negligence or negligent breach of a fiduciary duty by the Advisor, or a material breach of this Agreement by the Advisor. Class A Shares means the shares of the Company's Class A common stock, par value $0.01 per share.Class R Shares means the shares of the Company's Class R common stock, par value $0.01 per share.Class T Shares means the shares of the Company's Class T common stock, par value $0.01 per share.Code means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provisio

Definitions from Voting and Standstill Agreement

This Voting and Standstill Agreement (this Agreement) is made and entered into as of February 25, 2016, between Arbor Realty Trust, Inc., a Maryland corporation, (the Buyer), Arbor Commercial Mortgage, LLC, a New York limited liability company (ACM and together with Arbor Commercial Funding, LLC, a New York limited liability company, the Seller) and the other Persons whose names appear on the signature pages hereto (each such Person, together with ACM, a Stockholder and, collectively, the Stockholders). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Asset Purchase Agreement (as defined below).

Definitions. When used in this Agreement, except as set forth in the Preamble hereto, the following terms in all of their tenses, cases and correlative forms shall have the meanings assigned to them in this Section 1 or elsewhere in this Agreement. 13D Group shall mean any group of persons formed for the purpose of acquiring, holding, voting or disposing of Voting Stock which would be required under Section 13(d) of the Securities Exchange Act, and the rules and regulations promulgated thereunder, to file a statement on Schedule 13D pursuant to Rule 13d-l(a) or Schedule 13G pursuant to Rule 13d-1(c) with the SEC as a person within the meaning of Section 13(d)(3) of the Securities Exchange Act if such group Beneficially Owned Voting Stock representing more than 5% of any class of Voting Stock then outstanding. Beneficially Own, Beneficial Owner or Beneficial Ownership shall have the meaning (or the correlative meaning, as applicable) set forth in Rule 13d-3 and Rule 13d-5(b)(i) of the rules and regulations promulgated under the Securities Exchange Act. Excluded Acquisition means any acquisition resulting from (a) a stock dividend, stock split or subdivision of Voting Stock by the Buyer, (b) with respect to any Stockholder who is serving as an officer or director of the Buyer, any acquisition pursuant to any grant or issuance of Voting Stock pursuant to a compensatory or incentive arrangement that has been approved by the Board (including without limitation upon the exercise of any stock option award), (c) any equity consideration issued pursuant to the Asset Purchase Agreement or as an adjustment to the purchase price under the Asset Purchase Agreement or (d) any equity consideration issued as part of the exercise price under the Option Agreement. Expiration Time shall mean the earlier to occur of (a) the Closing Date and (b) such date and time as the Asset Purchase Agreement shall be terminated in accordance with Section 10.1 thereof. Extraordinary Transaction means any of the following involving the Buyer or any of its Subsidiaries or its or their securities or a material amount of the assets or businesses of the Buyer or any of its Subsidiaries: any tender offer or exchange offer, merger, acquisition, business combination, reorganization, restructuring, recapitalization, sale or acquisition of, or joint venture or other partnership with respect to, material assets, or the liquidation or dissolution of the Buyer. Hedging Activities means any forward sale, hedging or similar transaction involving any Voting Stock, including any transaction by which any economic risks and/or rewards or ownership of, or voting rights with respect to, any such Voting Stock are Transferred or affected. Joinder Agreement means a joinder to this Agreement reasonably satisfactory to the Special Committee evidencing a transferees agreement to be bound by and subject to the terms and provisions hereof to the same effect as each Stockholder. Lock-Up Period shall mean the period from the Closing Date to the date that is one day past the eighteen (18) month anniversary of the Closing Date. Permissible Group Activities shall mean forming, joining or in any way participating in a 13D Group solely between or among the Stockholders and any of their Affiliates who have executed a Joinder Agreement. SEC shall mean the United States Securities and Exchange Commission. Securities Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Special Committee means the Special Committee, or if after the Closing Date, the Special Committee is no longer in existence, the Audit Committee of the Board. Standstill Period shall mean the period beginning on the Closing Date and ending on the date when the Stockholders party to this Agreement and any Permitted Transferee thereof no longer Beneficially Own an aggregate of at least 12.0% of the Voting Stock. Term means the period from the date hereof until the end of the Standstill Period. Transfer shall mean any direct or indirect sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any Contract with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, excluding entry into this Agreement and the Asset Purchase Agreement and the consummation of the transactions contemplated hereby and thereby. Voting Stock shall mean any Buyer Common Stock, Buyer Preferred Stock or OP Units or any securities convertible into, exchangeable for or otherwise exercisable to acquire Buyer Common Stock, Buyer Preferred Stock or OP Units, or any other securities having (or being convertible into, exchangeable for or otherwise exercisable to acquire any securities having) the ordinary power to vote in the election of members of the Board of Directors of the Buyer, or any right to acquire within sixty days any of the foregoing, whether now owned or hereafter acquired.

DEFINITIONS from Advisory Agreement

THIS ADVISORY AGREEMENT (this "Agreement"), dated as of the ___ day of ___, 2015, is entered into by and among Steadfast Apartment REIT III, Inc., a Maryland corporation (the "Company"), Steadfast Apartment REIT III Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), and Steadfast Apartment Advisor III, LLC, a Delaware limited liability company (the "Advisor"). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

DEFINITIONS. As used in this Agreement, the following terms have the meanings specified below:Acquisition Expenses means any and all expenses, excluding Acquisition Fees and Loan Coordination Fees, incurred by the Company, the Operating Partnership, the Advisor, or any of their Affiliates in connection with the selection, evaluation, acquisition, origination or development of any Investments, whether or not acquired or originated, as applicable, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on properties or other investments not acquired, accounting fees and expenses, title insurance premiums, and the costs of performing due diligence.Acquisition Fee means the fees payable to the Advisor pursuant to Section 9(a), plus all other fees and commissions, excluding Acquisition Expenses, in connection with making or investing in any Investment or the purchase, development or construction of any Real Estate Asset by the Company. Included in the computation of such fees or commissions shall be any real estate commission, origination fee, selection fee, development fee, construction fee, nonrecurring management fee, loan fees or points or any fee of a similar nature, however designated. Excluded shall be development fees and construction fees paid to Persons not Affiliated with the Advisor in connection with the actual development and construction of a Real Estate Asset. Adjusted Market Value means the market value of the outstanding Shares, measured by taking the average closing price for a single Class A Share and a single Class T Share over a period of 30 consecutive trading days, with such period beginning 180 days after Listing, multiplied, respectively, by the number of Class A and Class T Shares outstanding on the date of measurement. Advisor means Steadfast Apartment Advisor III, LLC, a Delaware limited liability company, any successor advisor to the Company and the Operating Partnership to which Steadfast Apartment Advisor III, LLC or any successor advisor subcontracts substantially all of its functions. Notwithstanding the foregoing, a Person hired or retained by Steadfast Apartment Advisor III, LLC to perform property management and related services for the Company or the Operating Partnership that is not hired or retained to perform substantially all of the functions of Steadfast Apartment Advisor III, LLC with respect to the Company or the Operating Partnership as a whole shall not be deemed to be an Advisor.Affiliate or Affiliated means, with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent (10%) or more of the outstanding voting securities of such other Person; (ii) any Person ten percent (10%) or more of its outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner of such other Person. An entity shall not be deemed to control or be under common control with a program sponsored by the Sponsor unless (A) the entity owns 10% or more of the voting equity interests of such program or (B) a majority of the Board (or equivalent governing body) of such program is composed of Affiliates of the entity or general partner.Articles of Incorporation means the Articles of Incorporation of the Company, as amended or restated from time to time.Average Invested Assets means, for a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Investments before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period.Board means the board of directors of the Company, as of any particular time.Bylaws means the bylaws of the Company, as amended or restated from time to time.Cause means with respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct, gross negligence or negligent breach of a fiduciary duty by the Advisor, or a material breach of this Agreement by the Advisor. Class A Shares means the shares of the Company's Class A common stock, par value $0.01 per share.Class T Shares means the shares of the Company's Class T common stock, par value $0.01 per share.Code means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from t

Definitions from Agreement and Plan of Merger Among

AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"), dated as of December 9, 2015, among Blount International, Inc., a Delaware corporation (the "Company"), ASP Blade Intermediate Holdings, Inc., a Delaware corporation ("Parent"), and ASP Blade Merger Sub, Inc., a newly formed Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub" or "Constituent Corporation").

Definitions. Each of the terms set forth in Annex A is defined in the Section of this Agreement set forth opposite such term. In addition, for purposes of this Agreement: "Acceptable Confidentiality Agreement" shall mean a confidentiality agreement that contains terms no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreements; provided, however, that an Acceptable Confidentiality Agreement (a) need not prohibit the making or amendment of any Acquisition Proposal and (b) may contain less restrictive standstill restrictions, or none at all, so long as, in the case of (b), the Company agrees to amend each of the Confidentiality Agreements such that the standstill provision thereunder is correspondingly reduced or removed. "Acquisition Proposal" shall mean (a) any bona fide proposal or offer with respect to a merger, consolidation, business combination, recapitalization, reorganization or similar transaction involving the Company and/or any of its Subsidiaries or (b) any acquisition by any Person resulting in, or bona fide proposal or offer to acquire by tender offer, share exchange, stock or asset purchase or in any other manner, which in each of clauses (a) and (b) above, if consummated, would result in, any Person or group of Persons acting in concert becoming the beneficial owner of, directly or indirectly, in one or a series of related transactions, (i) 25% or more of the total voting power of the capital stock of the Company or (ii) 25% or more of the total consolidated revenue, net income, EBITDA or assets (measured by fair market value (including equity securities of its Subsidiaries)) of the Company; provided, however, that the term "Acquisition Proposal" shall not include the Merger or the other transactions contemplated by this Agreement. "Affiliate" shall mean, when used with respect to any Person, any other Person who is an "affiliate" of that Person within the meaning of Rule 405 promulgated under the Securities Act. "Antitrust Law" shall mean the Sherman Act, the Clayton Act, the HSR Act, the Federal Trade Commission Act and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition, including through merger or acquisition. "beneficial ownership" shall mean beneficial ownership as determined pursuant to Rule 13d-3 and Rule 13d-5 under the Exchange Act. "Business Day" shall mean any day ending at 11:59 p.m. (New York City time) other than a Saturday or Sunday or other day on which banks are required or authorized to close in the City of New York. "Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. "Company Material Adverse Effect" shall mean any change, event, fact, condition, effect or occurrence that, individually or in the aggregate with all other changes, events, facts, conditions, effects or occurrences, has or would reasonably be expected to have a material adverse effect on (x) the business, financial condition, assets, liabilities, properties or results of operations the Company and its Subsidiaries, taken as a whole, or (y) the ability of the Company to consummate the Merger Transactions; provided, however, that none of the following, and no change, event or occurrence arising out of or resulting from the following, shall constitute or be taken into account in determining whether a "Company Material Adverse Effect" has occurred or may, would or could occur: (a) (A) changes, events, facts, conditions, effects or occurrences generally affecting the economy, credit, financial or capital markets, or regulatory, legislative or political conditions in the United States or other countries in which the Company or its Subsidiaries conduct operations, including changes in interest and exchange rates or as a result of a government shutdown, or (B) changes, events, facts, conditions, effects or occurrences that are the result of factors generally affecting the industries in which the Company or its Subsidiaries operate or in which the products or services of the Company or its Subsidiaries are produced, distributed or sold; (b) changes or prospective changes in GAAP, applicable regulatory accounting standards or applicable Law or in the interpretation thereof; (c) any geopolitical conditions, act of terrorism or an outbreak or escalation of hostilities or war (whether or not declared) or any epidemics, pandemics, earthquakes, hurricanes, tornadoes or any other natural disasters (whether or not caused by any Person or any force majeure event) or any other national or international calamity or crisis; (d) the execution, announcement, pendency or performance of this Agreement or the consummation of the Transactions, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, manufacturers, distributors, partners, employees, business associates or regula

Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 22, 2015, is made by and among Comtech Telecommunications Corp., a Delaware corporation ("Parent"), Typhoon Acquisition Corp., a Maryland corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), and TeleCommunication Systems, Inc., a Maryland corporation (the "Company"). Parent, Merger Sub and the Company are referred to herein collectively as the "Parties." Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in Article 1.

Definitions. As used herein, the following terms shall have the following meanings: "Acceptable Confidentiality Agreement" shall mean an agreement that is executed, delivered and effective after the execution, delivery and effectiveness of this Agreement, and which contains confidentiality provisions that are not materially less restrictive in the aggregate to the Company's counter-party(ies) thereto (and any of its (their) Representatives named therein), and shall contain confidentiality terms that are not materially less favorable in the aggregate to the Company, than the terms of the Confidentiality Agreement. Notwithstanding the foregoing, an "Acceptable Confidentiality Agreement" (a) shall not include any provision calling for any exclusive right to negotiate with such party or having the effect of prohibiting the Company from satisfying its obligations hereunder and (b) need not contain a standstill provision or otherwise prohibit the making, or amendment, of an Acquisition Proposal. "Action" means any litigation, action, suit, arbitration, investigation or similar proceeding (public or private), in each case, by or before a Governmental Authority. "Affiliate" of any particular Person means any other Person controlling, controlled by or under common control with such particular Person. For the purposes of this definition, "control" (including the terms "controlling" and "controlled by") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person whether through the ownership of voting securities, by Contract or otherwise. "Antitrust Laws" means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. "Benefit Plan" means any employee benefit plan (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and each other employee benefit, welfare, vacation, supplemental unemployment benefit, bonus, commission, pension, retirement, profit sharing, executive compensation, change in control, employment, consulting, retention, severance, deferred compensation, incentive compensation, stock or stock-based compensation, stock purchase, stock option, stock appreciation, phantom stock option, employee stock ownership, health or other medical, dental, life, disability, fringe benefit, or other insurance plan, program, agreement or arrangement, whether written or oral and whether foreign or domestic, sponsored, maintained or contributed to or required to be contributed to by the Company and its Subsidiaries for the benefit of their current or former employees, directors, consultants or other service providers and their dependents or beneficiaries. "Business Day" means any day, excluding Saturday, Sunday and any other day on which commercial banks in New York, New York are authorized or required by Law to close. "Class A Company Common Stock" means the Class A common stock, par value $0.01 per share, of the Company. "Class B Company Common Stock" means the Class B common stock, par value $0.01 per share, of the Company. "Code" means the Internal Revenue Code of 1986, as amended. "Company Balance Sheet" means the consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2015 and the footnotes thereto set forth in the Company's quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2015. "Company Balance Sheet Date" means September 30, 2015. "Company Common Stock" means the Class A Company Common Stock and the Class B Company Common Stock. "Company Intellectual Property" means the Non-Owned Intellectual Property and the Owned Intellectual Property. "Company Termination Fee" means an amount equal to $10,200,000. "Compliant" means, with respect to the Required Information and without giving effect to any supplements or updates delivered by the Company after the commencement of the Marketing Period, the Required Information does not, taken as a whole, contain any untrue statement of a material fact or omit to state any material fact, in each case with respect to the Company or its Subsidiaries, necessary in order to make such Required Information, in light of the circumstances under which the statements contained in the Required Information are made, not misleading. "Contract" means any legally binding contract, agreement, indenture, note, bond, loan, lease, sublease, mortgage, license, sublicense, obligation, undertaking, commitment or other arrangement (whether written or oral). "Convertible Notes" means the 7.75% convertible notes due 2018 issued by the Company pursuant to the terms of the Indenture. "Data Room" shall mean that certain electronic datasite maintained by RR Donnelley under the project name "Project Typhoon" in c

Definitions from Agreement and Plan of Merger Among

This Agreement and Plan of Merger (this Agreement) is entered into as of August 20, 2015, by and among Steiner Leisure Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (the Company), Nemo Parent, Inc., an international business company incorporated under the laws of the Commonwealth of The Bahamas (Parent), and Nemo Merger Sub, Inc., an international business company incorporated under the laws of the Commonwealth of The Bahamas and a wholly-owned Subsidiary of Parent (Merger Sub). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.

Definitions. For purposes of this Agreement, the following terms will have the following meanings when used herein with initial capital letters: Acceptable Confidentiality Agreement means a confidentiality agreement that contains terms that are no less favorable to the Company in the aggregate than those contained in the Confidentiality Agreement and that contains standstill provisions that are no less favorable to the Company than those contained in the form confidentiality agreement attached hereto as Exhibit B (it being understood and agreed that such confidentiality agreement need not restrict the making of private Takeover Proposals (and related communications) to the Company, the Company Board or any committee thereof); provided, however, that such confidentiality agreement shall not prohibit the Company from providing to Parent any of the information required to be provided by the Company to Parent pursuant to Section 5.03; provided further that the form confidentiality agreement attached hereto as Exhibit B is deemed an Acceptable Confidentiality Agreement. Accrediting Body means any Person, whether private or quasi-private, whether foreign or domestic, that engages in the granting or withholding of accreditation of postsecondary institutions or programs in accordance with standards and requirements relating to the performance, operations, financial condition and/or academic standards of such institutions and programs, including, without limitation, the Accrediting Commission of Career Schools and Colleges (ACCSC), the Commission on Massage Therapy Accreditation (COMTA) and the Accrediting Council for Continuing Education & Training (ACCET). Affiliate means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with, such first Person. For the purposes of this definition, control (including, the terms controlling, controlled by and under common control with), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by Contract or otherwise. Table of Contents Agreement has the meaning set forth in the Preamble. Alternative Financing has the meaning set forth in Section 5.14(b). Antitrust Laws has the meaning set forth in Section 3.03(c). Articles of Merger has the meaning set forth in Section 1.03. Book-Entry Shares has the meaning set forth in Section 2.02(a). Business Day means any day, other than Saturday, Sunday or any day on which banking institutions located in New York, New York and Nassau, Bahamas are authorized or required by Law or other governmental action to close. Capitalization Date has the meaning set forth in Section 3.02(a)(ii). Certificate has the meaning set forth in Section 2.01(c). Charter Documents means, respectively, the articles of association, memorandum of association, certificate of incorporation, articles of incorporation, bylaws, certificate of formation, limited liability company agreement, operating agreement or other organizational documents, each as amended to date, of such Person. Closing has the meaning set forth in Section 1.02. Closing Amounts has the meaning set forth in Section 4.04(b). Closing Date has the meaning set forth in Section 1.02. COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Section 4980B of the Code and Section 601 et seq of ERISA. Code means the U.S. Internal Revenue Code of 1986, as amended. Committed Bidder has the meaning set forth in Section 5.03(f). Company has the meaning set forth in the Preamble. Company Acquisition Agreement has the meaning set forth in Section 5.03(b). Company Adverse Recommendation Change has the meaning set forth in Section 5.03(b). Company Balance Sheet has the meaning set forth in Section 3.04(d). Company Board has the meaning set forth in the Recitals. Company Board Recommendation has the meaning set forth in Section 3.03(d). Table of Contents Company Breach Termination Date has the meaning set forth in Section 7.03(b). Company Common Shares has the meaning set forth in the Recitals. Company Continuing Employees has the meaning set forth in Section 5.06(a). Company Disclosure Letter has the meaning set forth in the introductory language in Article III. Company Employee has the meaning set forth in Section 3.11(a). Company Employee Plans has the meaning set forth in Section 3.11(a). Company Equity Award means a Company Share Option or a Company Share Award, as the case may be. Company Material Adverse Effect means any event, occurrence, fact, circumstance condition, effect or change that is, or would reasonably be expected to be, individually or in the aggregate, materially adverse, to the business, properties, assets, results of operations, or financial condition of the Company and its Subsidiaries, taken as a whole; provided, however, that in

Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER, dated as of April 7, 2015 (this "Agreement"), is made by and among Genco Shipping & Trading Limited, a corporation organized under the Laws of the Republic of the Marshall Islands ("Parent"), Poseidon Merger Sub Limited, a corporation organized under the Laws of the Republic of the Marshall Islands and a wholly owned Subsidiary of Parent ("Merger Sub"), and Baltic Trading Limited, a corporation organized under the Laws of the Republic of the Marshall Islands (the "Company"). Parent, Merger Sub and the Company are each referred to herein as a "Party" and collectively as the "Parties."

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Action" shall mean any claim, action, suit, inquiry, proceeding (including any civil, criminal, administrative, investigative, or appellate proceeding), hearing, arbitration, mediation or other investigation commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Authority. "Acquisition Proposal" shall have the meaning given in Section 6.6(a). "Affiliate" of a specified Person shall mean a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person; provided, however, no Person that is not controlled by the Company shall be deemed to be an Affiliate of the Company if such Person is also an Affiliate of Parent. "Agreement" shall have the meaning given in the Preamble. "Articles of Merger" shall have the meaning given in Section 2.3. "Book Entry Shares" shall mean uncertificated shares of Company Common Stock represented by a book entry. "Business Day" shall mean any day other than a Saturday, Sunday or a day on which all banking institutions in New York, New York or the Republic of the Marshall Islands are authorized or obligated by Law or executive order to close. "Change in Company Recommendation" shall have the meaning given in Section 6.6(b)(iii). "Change in Parent Recommendation" shall have the meaning given in Section 6.6(b)(iii). "Charter Amendment" shall have the meaning given in Section 5.2(a). "Charter Amendment Approval" shall have the meaning given in Section 5.20. "Closing" shall have the meaning given in Section 2.3. "Closing Date" shall have the meaning given in Section 2.3. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Company" shall have the meaning given in the Preamble. "Company Articles of Incorporation" shall mean the Amended and Restated Articles of Incorporation of the Company effective as of March 3, 2010, as they may be further amended from time to time. "Company Balance Sheet" shall have the meaning given in Section 4.7(a). "Company Benefit Plan" shall mean each "employee pension benefit plan" (as defined in Section 3(2) of ERISA), each "employee welfare benefit plan" (as defined in Section 3(1) of ERISA), each employment, termination or severance agreement and each other plan, arrangement or policy (written or oral) relating to stock options, stock purchases, deferred compensation, bonus, severance, retention, fringe benefits, cash-or equity-based incentive, health, medical, dental, disability, accident, life insurance, vacation, paid time off, perquisite, severance, change of control, retention, employment, separation, retirement, pension, or savings or other employee benefits, in each case maintained or contributed to, or required to be maintained or contributed to, by the Company or its Subsidiaries, or with respect to which the Company or its Subsidiaries have or may have any liability, including any Multiemployer Plan but excluding any plan, arrangement or policy mandated by applicable Law. "Company Board" shall have the meaning given in the Recitals. "Company Board Recommendation" shall have the meaning given in Section 4.2(a). "Company By-Laws" shall mean the Amended and Restated By-Laws of the Company. "Company Class B Stock" shall mean the Class B Stock, par value $0.01 per share, of the Company, having the rights and obligations specified with respect to the Company Class B Stock in the Company Articles of Incorporation. "Company Common Stock" shall mean the common stock, par value $0.01 per share of the Company. "Company Disclosure Letter" shall have the meaning given in Article IV. "Company Expense Reimbursement" shall mean an amount equal to the aggregate amount of all Expenses of the Company; provided, however, that such amount shall not exceed $3,250,000. "Company Funded Debt" shall mean Indebtedness incurred from time to time by the Company or any of its Subsidiaries under one or more of the Contracts or facilities listed on Section 1.1-2 of the Company Disclosure Letter. "Company Incentive Plan" shall mean the Company's 2010 Equity Incentive Plan, as amended. "Company Insurance Policies" shall have the meaning given in Section 4.19. "Company Leased Vessels" shall have the meaning given in Section 4.17(a). "Company Material Adverse Effect" shall mean any events, circumstances, changes, developments, or effects that, individually or taken together with all other events, circumstances, changes, developments or effects, (a) are or would reasonably be expected to be material and adverse to the condition (financial or otherwise), results of operations, business, assets or properties of the Company and its Subsidiaries, taken as a whole, or (b) prevent, or would reasonably be expected to prevent, the Company from consummating the Merger before the Outside Date; provided, however, that for purposes of clause (a), "Company Material Adve