United States Uses in Certain Definitions Clause

Certain Definitions from Registration Rights Agreement

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

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

Certain Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of November 2, 2016 (this Agreement), by and between BAY BANKS OF VIRGINIA, INC. (Bay Banks) and VIRGINIA BANCORP INC. (Virginia BanCorp).

Certain Definitions. The following terms are used in this Agreement with the meanings set forth below: Acquisition Agreement has the meaning set forth in Section 9.03(a). Acquisition Proposal means any tender or exchange offer, proposal for a merger, consolidation or other business combination involving Bay Banks or Virginia BanCorp or any of their Significant Subsidiaries or any proposal or offer to acquire equity interests representing 24.99% or more of the voting power of, or at least 24.99% of the assets or deposits of, Bay Banks or Virginia BanCorp or any of their Significant Subsidiaries, other than the transactions contemplated by this Agreement. Agreement has the meaning set forth in the preamble to this Agreement. Bank Merger has the meaning set forth in Section 3.01(a). Bank Merger Agreement means the Agreement and Plan of Merger of Virginia Commonwealth Bank with and into Bank of Lancaster, attached as Exhibit B. Bank Merger Effective Date has the meaning set forth in Section 3.02. Bank of Lancaster means Bank of Lancaster, a commercial bank chartered under the laws of Virginia and a wholly owned direct subsidiary of Bay Banks. Bay Banks has the meaning set forth in the preamble to this Agreement. Bay Banks Board means the Board of Directors of Bay Banks. Bay Banks Bylawsmeans the Bylaws of Bay Banks, as amended. Bay Banks Certificate means the Articles of Incorporation of Bay Banks, as amended. Bay Banks Common Stock means the common stock, par value $5.00 per share, of Bay Banks. Bay Banks Directors has the meaning set forth in Section 2.01(d). Bay Banks Disclosure Schedule has the meaning set forth in Section 6.01. Bay Banks Financial Statements has the meaning set forth in Section 6.03(i). Bay Banks Meeting has the meaning set forth in Section 7.02(a). Bay Banks Stock Options has the meaning set forth in Section 5.01(b). BHC Act has the meaning set forth in Section 6.03(b). Book-Entry Shares has the meaning set forth in Section 4.04(a). Code has the meaning set forth in the recitals. Compensation and Benefit Plans means all existing bonus, incentive, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, severance, welfare and fringe benefit plans, employment or severance agreements and all similar practices, policies and arrangements in which any current or former employee, current or former consultant or current or former director participates or to which any such employees, consultants or directors are a party. Confidentiality Agreement means that certain confidentiality agreement between Bay Banks and Virginia BanCorp dated July 11, 2016. Disclosure Schedules has the meaning set forth in Section 6.01. Dissenting Shares has the meaning set forth in Section 2.04. DOL has the meaning set forth in Section (i)(iii) of Exhibit C to this Agreement. Effective Date has the meaning set forth in Section 2.02. Effective Time means the effective time of the Merger, as provided for in Section 2.02. Environmental Laws means all applicable local, state and federal environmental, health and safety laws and regulations, including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Clean Water Act, the Federal Clean Air Act, and the Occupational Safety and Health Act, each as amended, regulations promulgated thereunder, and state counterparts. ERISA means the Employee Retirement Income Security Act of 1974, as amended. ERISA Affiliate has the meaning set forth in Section (i)(iv) of Exhibit C to this Agreement. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Exchange Agent means Continental Stock Transfer and Trust. Exchange Fund has the meaning set forth in Section 4.04(a). Exchange Ratio has the meaning set forth in Section 4.01. FDIC has the meaning set forth in Section 6.03(d). Fee has the meaning set forth in Section 9.03(a). GAAP means United States generally accepted accounting principles as in effect from time to time, consistently applied. Governmental Authority means any court, administrative agency or commission or other federal, state or local governmental authority or instrumentality. Indemnified Party has the meaning set forth in Section 7.09(a). Insurance Amount has the meaning set forth in Section 7.09(a). Intellectual Property has the meaning set forth in Section (v) of Exhibit C to the Agreement. IRS has the meaning set forth in Section (g)(ii) of Exhibit C to this Agreement. Lien means any charge, mortgage, pledge, security interest, restriction, claim, lien, or encumbrance. Loans has the meaning set forth in Section (u) of Exhibit C to this Agreement. Material Adverse Effect means, with respect to Virginia BanCorp or Bay Banks, any event, change, effect, development, state of facts, condition, circumstances or occurrence that, individually or in the a

Certain Definitions from Amended and Restated Governance Agreement

This Second Amended and Restated Governance Agreement (this Agreement) is made as of November 1, 2016, by and among IAC/InterActiveCorp, a Delaware corporation (IAC or the Company), Mr. Barry Diller (Mr. Diller) and the persons signatory hereto (each, a Diller Party and, collectively with Mr. Diller, the Diller Parties) and shall be effective as of the Effective Date.

Certain Definitions. As used in this Agreement, the following terms have the following respective meanings: Affiliate means with respect to any person, any other person, directly or indirectly, controlling, controlled by or under common control with such person. For purposes of the foregoing definition, the term controls, is controlled by, or is under common control with means 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. At-the-Market Transaction means a Transfer by a Diller Party of any share of Class B Common Stock to a Third Party at a price per share of Class B Common Stock that is no higher than the greater of (x) the last closing sale price of a share of the Common Stock on the NASDAQ (or the principal securities exchange or principal securities market on which the Common Stock is then listed or traded) (the Market Price) on the last trading day immediately preceding the date that a definitive agreement is entered into with regard to such Transfer and (y) the Market Price on the last trading day immediately preceding the date that such Transfer is completed. beneficial owner (including, with correlative meanings, the terms beneficially own and beneficial ownership) has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. Charitable Organization means an entity that is exempt from taxation under Section 501(c)(3) or Section 501(c)(4) of the United States Internal Revenue Code of 1986, as amended (or any successor provisions thereto) (whether a determination letter with respect to such successors exemption is issued before, at or after the relevant determination date), and further includes any successor entity of similar status. Covered Transaction means (x) with respect to the Company (i) an acquisition of beneficial ownership by a Third Party of shares of Capital Stock of the Company (or of the voting equity of a corporation that the Company merges with or into or of the parent of such a corporation) that would entitle the Third Party to exercise or control, directly or indirectly, more than fifty percent (50%) of the total voting power of the outstanding voting securities (which excludes the Class C Common Stock) of the Company (or of the surviving corporation in a merger with or into the Company or of its parent resulting from such a transaction) by means of any transaction or series of transactions (including any reorganization, merger, consolidation, joint venture, share transfer, tender offer, exchange offer or similar transaction) or (ii) a sale, lease or other disposition in any transaction or series of transactions of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; or (y) with respect to the Companys Capital Stock, any transaction or series of transactions by Mr. Diller, his Family Members and/or Family Entities that, directly or indirectly, would result in a Third Party owning at least twenty-five percent (25%) of the total voting power of the Companys outstanding voting securities (which excludes the Class C Common Stock), other than an At-the-Market Transaction. Disinterested Director means a member of the Board who does not have, directly or indirectly, a pecuniary or personal interest in the transaction to be approved, other than as a holder of Common Stock or Class C Common Stock. Equity Securities means the equity securities of the Company calculated on a Common Stock equivalent basis (with each share of Class C Common Stock counted as one share of Common Stock for purposes of such calculation), including all outstanding shares of any class of Capital Stock and those shares issuable upon exercise, conversion or redemption of other securities of the Company not otherwise included in this definition. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Family Entity means (x) those entities identified on Schedule 1 and (y) any general or limited partnership, corporation, limited liability company, trust or other legal entity that is, at all times during the term of this Agreement, wholly owned, directly or indirectly, by, or as to which the sole beneficiaries of any shares of Capital Stock held by such entity are, Mr. Diller and/or one or more Family Members (provided that any private foundation or Charitable Organization to which no person other than Mr. Diller and/or his Family Members is an investment advisor shall be permitted to be an additional beneficiary of shares of Capital Stock without violating such requirement, it being understood that no such private foundation or Charitable Organization may constitute a Family Entity and that nothing in this proviso shall exclude any Transfer to a private foundation or Charitable Organization from the provisions of Sections 2 and 4 of this Agreement). Family Member means, with respect to Mr. Diller, the spo

Certain Definitions from Amended and Restated Governance Agreement

This Second Amended and Restated Governance Agreement (this Agreement) is made as of November 1, 2016, by and among IAC/InterActiveCorp, a Delaware corporation (IAC or the Company), Mr. Barry Diller (Mr. Diller) and the persons signatory hereto (each, a Diller Party and, collectively with Mr. Diller, the Diller Parties) and shall be effective as of the Effective Date.

Certain Definitions. As used in this Agreement, the following terms have the following respective meanings: Affiliate means with respect to any person, any other person, directly or indirectly, controlling, controlled by or under common control with such person. For purposes of the foregoing definition, the term controls, is controlled by, or is under common control with means 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. At-the-Market Transaction means a Transfer by a Diller Party of any share of Class B Common Stock to a Third Party at a price per share of Class B Common Stock that is no higher than the greater of (x) the last closing sale price of a share of the Common Stock on the NASDAQ (or the principal securities exchange or principal securities market on which the Common Stock is then listed or traded) (the Market Price) on the last trading day immediately preceding the date that a definitive agreement is entered into with regard to such Transfer and (y) the Market Price on the last trading day immediately preceding the date that such Transfer is completed. beneficial owner (including, with correlative meanings, the terms beneficially own and beneficial ownership) has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. Charitable Organization means an entity that is exempt from taxation under Section 501(c)(3) or Section 501(c)(4) of the United States Internal Revenue Code of 1986, as amended (or any successor provisions thereto) (whether a determination letter with respect to such successors exemption is issued before, at or after the relevant determination date), and further includes any successor entity of similar status. Covered Transaction means (x) with respect to the Company (i) an acquisition of beneficial ownership by a Third Party of shares of Capital Stock of the Company (or of the voting equity of a corporation that the Company merges with or into or of the parent of such a corporation) that would entitle the Third Party to exercise or control, directly or indirectly, more than fifty percent (50%) of the total voting power of the outstanding voting securities (which excludes the Class C Common Stock) of the Company (or of the surviving corporation in a merger with or into the Company or of its parent resulting from such a transaction) by means of any transaction or series of transactions (including any reorganization, merger, consolidation, joint venture, share transfer, tender offer, exchange offer or similar transaction) or (ii) a sale, lease or other disposition in any transaction or series of transactions of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; or (y) with respect to the Companys Capital Stock, any transaction or series of transactions by Mr. Diller, his Family Members and/or Family Entities that, directly or indirectly, would result in a Third Party owning at least twenty-five percent (25%) of the total voting power of the Companys outstanding voting securities (which excludes the Class C Common Stock), other than an At-the-Market Transaction. Disinterested Director means a member of the Board who does not have, directly or indirectly, a pecuniary or personal interest in the transaction to be approved, other than as a holder of Common Stock or Class C Common Stock. Equity Securities means the equity securities of the Company calculated on a Common Stock equivalent basis (with each share of Class C Common Stock counted as one share of Common Stock for purposes of such calculation), including all outstanding shares of any class of Capital Stock and those shares issuable upon exercise, conversion or redemption of other securities of the Company not otherwise included in this definition. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Family Entity means (x) those entities identified on Schedule 1 and (y) any general or limited partnership, corporation, limited liability company, trust or other legal entity that is, at all times during the term of this Agreement, wholly owned, directly or indirectly, by, or as to which the sole beneficiaries of any shares of Capital Stock held by such entity are, Mr. Diller and/or one or more Family Members (provided that any private foundation or Charitable Organization to which no person other than Mr. Diller and/or his Family Members is an investment advisor shall be permitted to be an additional beneficiary of shares of Capital Stock without violating such requirement, it being understood that no such private foundation or Charitable Organization may constitute a Family Entity and that nothing in this proviso shall exclude any Transfer to a private foundation or Charitable Organization from the provisions of Sections 2 and 4 of this Agreement). Family Member means, with respect to Mr. Diller, the spo

Certain Definitions from Stock and Asset Purchase Agreement

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

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

Certain Definitions from Credit Agreement

THIS CREDIT AGREEMENT is dated as of October 5, 2016, and is made by and among ARCH COAL, INC., a Delaware corporation (the Borrower), the LENDERS (as hereinafter defined) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacities as administrative agent for the Lenders and collateral agent for the Lenders (in such capacities, together with its successors and assigns, in such capacities, the Agent).

Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise: ABL Priority Collateral shall mean, collectively, each Loan Partys right, title or interest in or to all of the following types and items of property of such Loan Party, whether now owned or existing or hereafter created, acquired or arising and wherever located (and in each case subject to customary exceptions to be agreed in the intercreditor agreement entered into in connection with the applicable Permitted ABL Financing): (i) all inventory, (ii) all contracts, documents of title and other documents that evidence the ownership of or right to receive or possess, or that otherwise directly relate to, any inventory, including, without limitation, contracts and documents that relate to the acquisition or sale or other disposition of any inventory; (iii) all rights of an unpaid vendor with respect to inventory; and (iv) all Receivables Assets, but for the avoidance of doubt, excluding on any date, amounts on deposit in any account that are traceable as direct proceeds of the Term Loan Priority Collateral, any proceeds of Term Loan Priority Collateral, including any rights to payment arising from a disposition of Term Loan Priority Collateral, and contracts, documents of title and other documents that evidence the ownership of or right to receive or possess, or otherwise directly relate to the Term Loan Priority Collateral. Active Operating Properties shall mean all property which is the subject of outstanding Environmental Health and Safety Permits issued to any Loan Party or any Subsidiary of any Loan Party. Additional PIK Interest shall have the meaning specified in Section 5.05(b). Additional PIK Interest Rate shall mean 1.00% per annum. Affiliate as to any Person shall mean any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds 10% or more of any class of the voting or other equity interests of such Person, or (iii) 10% or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly by such Person. Control, as used in this definition, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be. Agent shall have the meaning specified in the introductory paragraph hereto. Agent Fee Letter shall mean that certain Agent Fee Letter, dated as of October 5, 2016, between the Borrower and the Agent. Agent Parties shall have the meaning specified in Section 13.15. Agreement shall mean this Credit Agreement (including all schedules and exhibits), as the same may hereafter be supplemented, amended, restated, refinanced, replaced, or modified from time to time. Annual Statements shall have the meaning specified in Section 6.07(a). Applicable Margin shall mean (i) the percentage spread to be added to the LIBOR Rate applicable to Term Loans under the LIBOR Rate Option, which shall be equal to 9.00% and (ii) the percentage spread to be added to the Base Rate applicable to Term Loans under the Base Rate Option, which shall be equal to 8.00%. Approved Fund shall mean any fund that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. Assignment and Assumption Agreement shall mean an assignment and assumption agreement entered into by a Lender and an assignee permitted under Section 13.09, in substantially the form of Exhibit 1.1(A). Authorized Officer shall mean, with respect to any Loan Party, the Chief Executive Officer, President, Chief Financial Officer, Treasurer or Assistant Treasurer of such Loan Party or such other individuals, designated by written notice to the Agent from the Borrower, authorized to execute notices, reports and other documents on behalf of the Loan Parties required hereunder. The Borrower may amend such list of individuals from time to time by giving written notice of such amendment to the Agent. Bail-In Action shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. Bail-In Legislation shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time

Certain Definitions from Amended and Restated Credit Agreement

THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the Agreement) is dated as of October 4, 2016, and is made by and among CALGON CARBON CORPORATION, a Delaware corporation (Calgon Carbon), each of the other BORROWERS (as hereinafter defined), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the Administrative Agent (as hereinafter defined).

Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise: 2016 Foreign Restructuring shall mean the transfer of equity interests and the consummation of intercompany loans and investments among certain Loan Parties and their Subsidiaries substantially in accordance with Calgon Carbons objective to restructure its worldwide corporate organization to the proposed structure as delivered by Calgon Carbon to the Lenders at Closing. Administrative Agent shall mean PNC Bank, National Association, in its capacity as administrative agent hereunder or any successor administrative agent. Administrative Agents Fee shall have the meaning specified in Section 10.9 [Administrative Agents Fee]. Administrative Agents Letter shall have the meaning specified in Section 10.9 [Administrative Agents Fee]. Administrative Questionnaire shall mean an administrative questionnaire in a form supplied by the Administrative Agent. Affiliate as to any Person shall mean any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds ten percent (10%) or more of any class of the voting or other equity interests of such Person, or (iii) ten percent (10%) or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such Person. For purposes of this definition, control of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. Agent Parties shall have the meaning specified in Section 11.5.4(ii). Agreement shall have the meaning specified in the Preamble hereof. Alternate Source shall have the meaning specified in the definition of LIBOR Rate. Anti-Corruption Laws shall mean the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and any other similar anti-corruption laws or regulations administered or enforced in any jurisdiction in which a Borrower or any of its Subsidiaries conduct business. Anti-Terrorism Laws shall mean any Law in force or hereinafter enacted related to terrorism, money laundering or Sanctioned Persons, including Executive Order 13224, the USA Patriot Act, the International Emergency Economic Powers Act, 50 U.S.C. 1701, et. seq., the Trading with the Enemy Act, 50 U.S.C. App. 1, et. seq., 18 U.S.C. SS 2332d, and 18 U.S.C. SS 2339B and any regulations or directives promulgated under these provisions. Applicable Commitment Fee Rate shall mean the percentage rate per annum based on the Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the heading Commitment Fees. Applicable Letter of Credit Fee Rate shall mean the percentage rate per annum based on the Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the heading Letter of Credit Fee. Applicable Margin shall mean, as applicable:

Certain Definitions from Purchase and Sale Agreement

This Purchase and Sale Agreement (this Agreement) is entered into as of September 26, 2016, by and among (i) Vantage Energy Investment LLC, a Delaware limited liability company (Vantage Investment I), (ii) Vantage Energy Investment II LLC, a Delaware limited liability company (Vantage Investment II and, together with Vantage Investment I, the Vantage Sellers), (iii) Rice Energy Inc., a Delaware corporation (Rice), and, solely for purposes of Section 9.14, (iv) Vantage Energy, LLC, a Delaware limited liability company (Vantage I), and (v) Vantage Energy II, LLC, a Delaware limited liability company (Vantage II).

Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below: Affiliate means, with respect to any Person, any other Person directly or indirectly, controlling, controlled by, or under common control with, such Person, through one or more intermediaries or otherwise. all the other parties means, with respect to any party, the other Persons party to this Agreement. Alternative Transaction means any transaction or series of related transactions (other than transactions contemplated by the Restructuring) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of Vantage Is, Vantage IIs and their respective Subsidiaries assets or equity interests. Certificate of Designation means the Certificate of Designation in the form attached hereto as Exhibit F. Class A Preferred Stock means the preferred stock of Rice, par value $0.01 per share, having such rights and preferences as set forth in the Class A Certificate of Designation. Code means the Internal Revenue Code of 1986, as amended. Company Group Plan means any Employee Benefit Plan sponsored, maintained or contributed to by the Company or any of its Subsidiaries, to which the Company or any of its Subsidiaries is a party, to which the Company or any of its Subsidiaries is obligated to contribute to, or with respect to which the Company or any of its Subsidiaries has, or could reasonably be expected to have, any liability. control and its correlative terms, 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. Debt Assumption Agreement means that certain Debt Assumption Agreement by and between Rice and Rice Appalachia pursuant to which Rice Appalachia will assume all of the Indebtedness of Rice. Debt Financing means the debt financing transactions consummated or anticipated to be consummated in connection with the transactions contemplated by this Agreement. Delaware LLC Act means the Delaware Limited Liability Company Act, as amended from time to time. Derivative Transaction means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or any other similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions. Employee Benefit Plan of any Person means any employee benefit plan (within the meaning of Section 3(3) of ERISA, regardless of whether such plan is subject to ERISA), and any other personnel policy (oral or written), equity option, restricted equity, equity purchase plan, other equity or equity-based compensation plan or arrangement, phantom equity or appreciation rights plan or arrangement, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation or holiday pay policy, retention or severance pay plan, policy or agreement, deferred compensation agreement or arrangement, change in control, hospitalization or other welfare, medical, dental, vision, accident, disability, life or other insurance, executive compensation or supplemental income arrangement, consulting agreement, employment, severance or retention agreement, and any other plan, agreement, arrangement, program, practice, or understanding providing any compensation or benefits. Encumbrances means liens, pledges, charges, encumbrances, claims, mortgages, deeds of trust, security interests, restrictions, rights of first refusal, defects in title, or other burdens, options or encumbrances of any kind. Environmental Laws means any and all applicable Laws and Company Permits pertaining to prevention of pollution or protection of the environment (including (i) any natural resource restoration and natural resource damages, or (ii) the presence, generation, use, storage, treatment, disposal or Release of Hazardous Materials into the indoor or outdoor environment, or the arrangement of any such activities), or to human health or safety to the extent such human health or safety relates to exposure to Hazardous Materials, in effect as of the date hereof. ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder. Escrow Agreement means that certain Escrow Agreement, dated the date hereof, among the Vantage Sellers, Rice and the Escrow Agent, substantially

Certain Definitions from Indenture

INDENTURE dated as of September 15, 2016, between CABOT CORPORATION, a Delaware corporation (the Company), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the Trustee).

Certain Definitions. Attributable Debt means, as of the date of determination, the present value of rent due under a lease for the remaining primary term of the lease. Rent shall be discounted to present value from the due date of each installment to the date of determination at the actual interest factor included in the rent or, if the interest factor cannot readily be determined, at 12% per annum. Rent is the lesser of: (1) rent for the remaining primary term of the lease assuming it is not earlier terminated, and (2) rent from the date of determination until the first permitted termination date under the lease plus the termination payment then due, if any. The remaining primary term of a lease includes any period for which the lease has been extended. Rent does not include: (1) amounts payable for maintenance, repairs, insurance, taxes, assessments, water rates, and similar charges, or (2) contingent rent, such as that based on sales, maintenance and repairs, insurance, taxes, assessments or similar charges. Rent may be reduced by rent, discounted in the manner provided above, that any sublessee must pay from the date of determination for all or part of the same property. An obligation to pay rent shall be counted only once even if more than one entity is responsible for the obligation. Consolidated Net Tangible Assets means total assets (after deducting all valuation and qualifying reserves related to those assets) less: (1) total current liabilities (excluding that portion, if any, of Long-Term Debt due within 12 months); (2) goodwill, patents and patent rights, trademarks, trade names, copyrights, debt discount and expense and other like intangibles; and (3) any equity in and the net amount of advances to Unrestricted Subsidiaries, all as stated in the most recent consolidated balance sheet of the Company and its Restricted Subsidiaries preceding the date of a determination. Debt means any debt for money borrowed or any guarantee of such debt, but excludes any non-recourse debt for money borrowed incurred to develop any electrical generating facilities or to develop or exploit any oil, gas or other mineral property. A Debt obligation shall be counted only once even if more than one entity is responsible for the obligation. Exempted Debt means the total of the following incurred after the effective date of this Indenture: (1) the outstanding principal amount of Debt of the Company and its Restricted Subsidiaries secured by any Lien other than a Lien permitted by paragraphs (1) through (9) of Section 4.03; plus (2) the outstanding Attributable Debt of the Company and its Restricted Subsidiaries other than Attributable Debt arising from a Sale-Leaseback Transaction permitted by paragraphs (1) through (4) of Section 4.04. Lien means any mortgage, pledge, security interest or lien. Long-Term Debt means Debt that by its terms matures on a date more than 12 months after the date of determination or Debt that the obligor may extend or renew without the obligees consent to a date more than 12 months after the date of determination. Principal Property means: (1) any real property, manufacturing plant, processing plant, warehouse or office building located in the United States and owned or leased by the Company or a Restricted Subsidiary which has a gross book value, excluding depreciation, in excess of 2% of Consolidated Net Tangible Assets; or (2) any other property designated as such by the President, Financial Vice President or Treasurer of the Company in a notice given to the Trustee. The definition does not include: (1) any plant, warehouse, building or other property, or any portion thereof, which, in the opinion of the Board of Directors, is at any time not of material importance to the total business conducted by the Company and its consolidated Subsidiaries taken as a whole; or (2) any plant, warehouse, building or other property acquired by the Company or a Restricted Subsidiary after the date of this Indenture which is financed by obligations of any State, political subdivision of any State, or the District of Columbia issued pursuant to agreements which satisfy the provisions of Section 142 or Section 144(a) of the Internal Revenue Code of 1986, as amended, or any successor to any such provision. Restricted Property means any Principal Property, any Debt of a Restricted Subsidiary or any shares of stock of a Restricted Subsidiary, in each case now owned or hereafter acquired by the Company or a Restricted Subsidiary. Restricted Subsidiary means (1) any Subsidiary other than an Unrestricted Subsidiary; and (2) any Subsidiary which was an Unrestricted Subsidiary but which subsequent to the date of this Indenture is designated by the Board of Directors to be a Restricted Subsidiary. A Subsidiary may not be designated a Restricted Subsidiary if as a result the Company would thereby breach any covenant in this Indenture. Sale-Leaseback Transaction means an arrangement pursuant to which the Company or a Restricted Subsidiary

Certain Definitions from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made and entered into as of September 13, 2016, by and between Extreme Networks, Inc., a Delaware corporation (Buyer) and Zebra Technologies Corporation, a Delaware corporation (Seller). Buyer and Seller are each sometimes referred to herein individually as a Party and are collectively referred to herein as the Parties. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I below.

Certain Definitions. As used in this Agreement, the following terms have the following meanings. Acquisition Proposal means an indication of interest, offer or proposal to acquire Sellers or any of its Subsidiaries right, title and interest in and to all or any material portion of the Purchased Assets or the Business in a single transaction or series of related transactions (other than the transactions provided for in this Agreement). Action means any claim, demand, action, suit, arbitration, investigation or similar proceeding before a Governmental Body. Table of Contents Affiliate of any particular Person means any other Person controlling, controlled by or under common control with such particular Person where control means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise. Agreed Amount shall have the meaning given to such term in Section 8.9(e). Agreement shall have the meaning given to such term in the Preamble. Allocation shall have the meaning given in Section 2.14. Ancillary Agreements means the Assignment and Assumption Agreement, Bill of Sale, Patent Assignment Agreement, Escrow Agreement, Trademark Assignment Agreement, Domain Name Assignment Agreement, the Intellectual Property License Agreement, the Transition Services Agreement, the Sublease Agreement, the Local Asset Transfer Agreements and the Non-Compete Agreement. Arbiter shall have the meaning given to such term in Section 2.7(b). Assigned Contracts shall have the meaning given to such term in Section 2.1(b)(vi). Assigned Intellectual Property means, collectively, any and all Intellectual Property Rights owned by Seller or any of its Subsidiaries (including Sellers or the applicable Subsidiarys co-ownership interest in any such Intellectual Property Right with a third party) and primarily used or primarily held for use in connection with the Business, including: (A) all of the patents and patent applications identified in Schedule 2.1(b)(i)-A; (B) all of the trademark registrations and trademark applications identified in Schedule 2.1(b)(i)-B, and the goodwill associated therewith; (C) all of the copyright registrations identified in Schedule 2.1(b)(i)-C; and (D) all of the Internet domain names identified in Schedule 2.1(b)(i)-D. Assigned IT Assets has the meaning set forth in Section 2.1(b)(ii). Assignable Shared Contracts has the meaning set forth in Section 4.10. Assignment and Assumption Agreement means that certain Assignment and Assumption Agreement in substantially the form of Exhibit A attached hereto. Assumed Liabilities shall have the meaning given to such term in Section 2.3(a). Base Consideration means $55,000,000. Bill of Sale means that certain Bill of Sale in substantially the form of Exhibit B attached hereto. Business means the business of designing, developing, manufacturing, distributing, offering for sale, selling, reselling, supporting, and providing maintenance, product, and network management services for Business Products; provided, however, that the term Business does not include or apply with respect to any: (i) products that provide connectivity primarily using a Table of Contents standard other than IEEE 802.11; (ii) Sellers hardware and software mobile engagement platform known as MPact; (iii) products capable of providing wireless connectivity but having a primary use other than for wireless connectivity; (iv) products that do not, as their primary function, provide wireless connectivity to wireless products within a local area network (whether indoors or outdoors) using the IEEE 802.11 standard (as such standard may be amended or supplemented over time); (v) Excluded Standards Products; or (vi) the business of designing, developing, manufacturing, distributing, offering for sale, selling, reselling, supporting, or providing maintenance, product, or network management services for any of the foregoing clauses (i) through (v). Business Day shall mean a day other than Saturday and Sunday or any day on which commercial banks located in the State of New York are authorized or obligated to close. Business Equipment means all items of equipment, machinery, scientific or other instruments, tools, furniture and furnishings, office materials and supplies and other tangible personal property assets used primarily in the conduct of the Business, including as listed in Schedule 2.1(b)(v). Business Employee means each employee of Seller who is principally engaged by, or provides services principally to, the Business. Business Intellectual Property means the Assigned Intellectual Property and the In-Licensed Intellectual Property. Business Permits shall have the meaning given to such term in Section 2.1(b)(viii). Business Products means network infrastructure products that provide connectivity to wireless products within a local area network (whether indoors or outdoors) and that operate in compliance with the IEEE 8