Voting Stock Uses in Definitions Clause

Definitions from Supplemental Indenture

THIS EIGHTH SUPPLEMENTAL INDENTURE, between Agilent Technologies, Inc., a Delaware corporation (the Obligor), having its principal office at 5301 Stevens Creek Blvd., Santa Clara, California 95051, and U.S. Bank National Association, as trustee (the Trustee), is made and entered into as of this 22nd day of September, 2016.

Definitions. For all purposes of this Eighth Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires: Change of Control means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Obligor and its Subsidiaries taken as a whole to any person (as that term is used in Section 13(d) and Section 14(d) of the Exchange Act) other than the Obligor or one of its Subsidiaries; (2) the adoption of a plan relating to the Obligors liquidation or dissolution; (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (as that term is used in Section 13(d)(3) of the Exchange Act) or group of persons, other than the Obligor or its Subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the Obligors Voting Stock or other Voting Stock into which the Obligors Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; or (4) the first day on which a majority of the members of the Obligor Board are not Continuing Directors. Change of Control Repurchase Event means the occurrence of both a Change of Control and a Ratings Event. Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Senior Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Senior Notes. Comparable Treasury Price means, with respect to any Redemption Date, (1) the arithmetic average of four Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the arithmetic average of all Reference Treasury Dealer Quotations for such Redemption Date. Continuing Directors means, as of any date of determination, any member of the Obligor Board who (1) was a member of the Obligor Board on the date of the issuance of the Senior Notes; or (2) was nominated for election or elected to the Obligor Board with the approval of a majority of the Continuing Directors who were members of the Obligor Board at the time of such nomination or election. Eighth Supplemental Indenture means this Eighth Supplemental Indenture dated as of September 22, 2016 to the Indenture between the Obligor and the Trustee, as amended or supplemented from time to time. Fifth Supplemental Indenture means the Fifth Supplemental Indenture dated as of July 20, 2010 to the Indenture between the Obligor and the Trustee, as amended or supplemented from time to time. First Supplemental Indenture means the First Supplemental Indenture dated as of October 29, 2007 to the Indenture between the Obligor and the Trustee, as amended or supplemented from time to time. Fitch means Fitch Ratings Ltd. and its successors. Fourth Supplemental Indenture means the Fourth Supplemental Indenture dated as of July 20, 2010 to the Indenture between the Obligor and the Trustee, as amended or supplemented from time to time. Indenture has the meaning assigned in the recitals. Independent Investment Banker means BNP Paribas Securities Corp., Citigroup Global Markets Inc. or Credit Suisse Securities (USA) LLC, or their respective successors as may be appointed from time to time by the Obligor; provided, however, that if any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a primary treasury dealer), the Obligor shall substitute another primary treasury dealer. Investment Grade means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch); a rating of Baa3 or better by Moodys (or its equivalent under any successor Rating Categories of Moodys); and a rating of BBB- or better by S&P (or its equivalent under any successor Rating Categories of S&P); or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Obligor. Moodys means Moodys Investors Service Inc. and its successors. Obligor Board means the board of directors of the Obligor. Rating Agency means each of Fitch, Moodys and S&P, so long as such entity makes a rating of the Senior Notes publicly available; provided, however, if any of Fitch, Moodys or S&P ceases to rate the Senior Notes or fails to make a rating of the Senior Notes publicly available for reasons outside

Definitions from First Supplemental Indenture

FIRST SUPPLEMENTAL INDENTURE (this First Supplemental Indenture), dated as of September 12, 2016, between The TJX Companies, Inc., a Delaware corporation (the Company), and U.S. Bank National Association, as trustee (the Trustee).

Definitions. (a) For the benefit of the Holders of the Notes, the following terms shall have the meanings set forth in this Section 2.02: Additional Notes has the meaning specified in Section 3.02(b) of this First Supplemental Indenture. Attributable Debt in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value (discounted at the imputed rate of interest of such transaction determined in accordance with U.S. generally accepted accounting principles) of the obligation of the lessee for net rental payments during the remaining term of the lease included in such arrangement (including any period for which such lease has been extended or may, at the option of the lessor, be extended). The term net rental payments under any lease for any period shall mean the sum of the rental and other payments required to be paid in such period by the lessee thereunder, not including any amounts required to be paid by such lessee (whether or not designated as rental or additional rental) on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges required to be paid by such lessee thereunder or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges. Capitalized Lease Obligations means obligations created pursuant to leases that are required to be shown on the liability side of a balance sheet in accordance with FASB Statement No. 13, Accounting for Leases, as amended and interpreted, or any successor or comparable accounting standard. Change of Control means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Companys assets and the assets of its Subsidiaries, taken as a whole, to any person, other than the Company or one of its Subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (other than the Company or one of its wholly owned subsidiaries) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Companys outstanding Voting Stock or other Voting Stock into which the Companys Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; or (3) the adoption of a plan relating to the Companys liquidation or dissolution. The term person, as used in this definition, has the meaning given thereto in Section 13(d)(3) of the Exchange Act. Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event. Comparable Treasury Issue means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed, to the Par Call Date, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes assuming, for this purpose, the Notes mature on the Par Call Date. Comparable Treasury Price means, with respect to any Redemption Date, (A) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Company obtains fewer than five of such Reference Treasury Dealer Quotations, the average of all such quotations. Consolidated Net Tangible Assets means, at the time of determination, the total amount of assets (less depreciation and valuation reserves and other reserves and items deductible from the gross book value of specific asset accounts under U.S. generally accepted accounting principles) that under U.S. generally accepted accounting principles would be included on the Companys and its Restricted Subsidiaries most recent annual consolidated balance sheet after deducting therefrom (i) amounts that would, in conformity with U.S. generally accepted accounting principles, be included as current liabilities on such most recent annual consolidated balance sheet (other than (x) the current portion of any Funded Debt or Capitalized Lease Obligations, (y) the current portion of accrued interest and (z) the current portion of current and deferred income taxes), (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles (other than leasehold costs), which in each such case would be so included on such most recent annual balance sheet, and (iii) all amounts which would be so included on such most recent annual balance sheet in respect

Definitions from Supplemental Indenture

THIS THIRD SUPPLEMENTAL INDENTURE, between Broadridge Financial Solutions, Inc., a Delaware corporation (the Obligor), having its principal office at 5 Dakota Drive, Lake Success, New York, 11042, and U.S. Bank National Association, as trustee (the Trustee), is made and entered into as of this 27th day of June, 2016.

Definitions. For all purposes of this Third Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires: Change of Control means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Obligor and its Subsidiaries taken as a whole to any person (as that term is used in Section 13(d) and Section 14(d) of the Exchange Act) other than the Obligor or one of its Subsidiaries; (2) the adoption of a plan relating to the Obligors liquidation or dissolution; (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person or group (as those terms are used in Section 13(d)(3) of the Exchange Act), other than the Obligor or its Subsidiaries, becomes the beneficial owner (as defined in Rules 13(d)(3) and 13(d)(5) of the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the Obligors Voting Stock or other Voting Stock into which the Obligors Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; or (4) the Obligor consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into the Obligor, in any such event pursuant to a transaction in which any of the outstanding voting stock of the Obligor or such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the voting stock of the Obligor outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the voting stock of the surviving person immediately after giving effect to such transaction. Change of Control Repurchase Event means the occurrence of both a Change of Control and a Ratings Event. Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Senior Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Senior Notes. Comparable Treasury Price means, with respect to any Redemption Date, (1) the arithmetic average of three Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than five Reference Treasury Dealer Quotations, the arithmetic average of all Reference Treasury Dealer Quotations for such Redemption Date. Corporate Trust Office means, the office of the Trustee in the City of New York at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at U.S. Bank National Association, 100 Wall Street, Suite 1600, New York, NY 10005, except that with respect to the presentation of Notes for payment or registration of transfer or exchange and with respect to the location of the Security Register, such term shall mean the office or the agency of the Trustee in said city at which at any particular time its corporate agency business shall be conducted, which office at the date hereof is located at 21 South Street, 3rd Floor, Morristown, NJ 07960. Fitch means Fitch Inc., a subsidiary of Fimalac, S.A., also known as Fitch Ratings, and its successors. Independent Investment Banker means one of J.P. Morgan Securities LLC, Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, or their respective successors, as may be appointed from time to time by the Obligor. Investment Grade means a rating of Baa3 or better by Moodys (or its equivalent under any successor Rating Categories of Moodys); a rating of BBB- or better by S&P (or its equivalent under any successor Rating Categories of S&P); a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch); and the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Obligor. Moodys means Moodys Investors Service Inc. and its successors. Rating Agency means (1) each of Moodys, S&P and Fitch; and (2) if any of Moodys, S&P and Fitch ceases to rate the Senior Notes or fails to make a rating of the Senior Notes publicly available for reasons outside of the control of the Obligor, a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Obligor (as certified by a resolution of the Board of Directors) as a replacement for such rat

Definitions from Supplemental Indenture

THIRD SUPPLEMENTAL INDENTURE dated as of June 3, 2016 (this Third Supplemental Indenture), by and between Norfolk Southern Corporation, a Virginia corporation, as issuer (the Company), and U.S. Bank National Association, as trustee (the Trustee).

Definitions. Unless the context otherwise requires, capitalized terms used but not defined herein or in the recitals above have the respective meanings set forth in the Base Indenture. The following additional terms are hereby established for purposes of this Third Supplemental Indenture and shall have the meaning set forth in this Third Supplemental Indenture only for purposes of this Third Supplemental Indenture. Notes has the meaning set forth in the recitals above. Below Investment Grade Ratings Event means, with respect to the Notes, on any day within the 60-day period (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any Rating Agency) after the earlier of (1) the occurrence of a Change of Control; or (2) public notice of the occurrence of a Change of Control or the intention by the Company to effect a Change of Control, the Notes are rated below investment grade by each and every Rating Agency. Notwithstanding the foregoing, a Below Investment Grade Ratings Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Ratings Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at the Companys request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Ratings Event). Change of Control means the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person or group (as those terms are used in Section 13(d)(3) of the Securities Exchange Act of 1934 (the Exchange Act)), other than the Company or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the Companys Voting Stock or other Voting Stock into which the Companys Voting Stock is reclassified, consolidated, exchanged or changed measured by voting power rather than number of shares. Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Ratings Event with respect to the Notes. DTC means The Depository Trust Company. Global Note means a Security evidencing all or a part of a series of Securities, issued to the Depositary for such series in accordance with Section 2.12 of the Base Indenture. Interest Payment Date means, with respect to the payment of interest on the Notes, June 15 and December 15 of each year. investment grade means, with respect to Moodys, a rating of Baa3 or better (or its equivalent under any successor rating categories of Moodys); with respect to S&P, a rating of BBB- or better (or its equivalent under any successor rating categories of S&P); and, with respect to any additional Rating Agency or Rating Agencies selected by the Company, the equivalent investment grade credit rating. Moodys means Moodys Investors Service, Inc., a subsidiary of Moodys Corporation, and its successors. Rating Agency means (1) each of Moodys and S&P; and (2) if either of Moodys or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Companys control, a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company (as certified by a Board Resolution) as a replacement agency for Moodys or S&P, or both of them, as the case may be. S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors. Voting Stock of any specified person (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person. The words herein, hereof, and hereunder and other words of similar import refer to this Third Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision. The rules of construction set forth in Section 1.04 of the Base Indenture shall apply to this Third Supplemental Indenture.

Definitions from Supplemental Indenture

SECOND SUPPLEMENTAL INDENTURE, dated as of May 16, 2016, (this Supplemental Indenture), between W.W. Grainger, Inc., an Illinois corporation (the Company) and U.S. Bank National Association, a national banking association (the Trustee).

Definitions. For all purposes of this Supplemental Indenture, the following terms shall have the respective meanings set forth in this Section 1.2. Adjusted Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. Base Indenture has the meaning set forth in the recitals hereto. Business Day means any day other than a Saturday or Sunday and other than a day on which banking institutions in New York, New York, are authorized or obligated by law or executive order to close. Certificated Security means a Security registered in the name of the Holder thereof and issued in accordance with Section 2.4 hereof, substantially in the form of the Security attached hereto as Exhibit A and that does not bear the Global Security Legend. Change of Control means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its Subsidiaries becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Companys Voting Stock or other Voting Stock into which the Companys Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Companys assets and the assets of its subsidiaries, taken as a whole, to one or more Persons, other than the Company or one of its Subsidiaries; or (3) the first day on which a majority of the members of the Companys Board of Directors are not Continuing Directors. Notwithstanding the foregoing, a transaction shall not be deemed to be a Change of Control if (1) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Companys Voting Stock immediately prior to that transaction or (B) immediately following that transaction no person (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company. Change of Control Offer has the meaning set forth in Section 2.5(a). Change of Control Payment has the meaning set forth in Section 2.5(a). Change of Control Payment Date has the meaning set forth in Section 2.5(a). Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event. Company has the meaning set forth in the introductory paragraph hereof. Comparable Treasury Issue means the U.S. Treasury security selected by the Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes. Comparable Treasury Price means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is provided fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations. Continuing Director means, as of any date of determination, any member of the Companys Board of Directors who (1) was a member of such Board of Directors on the date the Notes were issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Companys proxy statement in which such member was named as a nominee for election as a director). Exchange Act means the Securities Exchange Act of 1934, as amended. Global Security has the meaning set forth in Section 2.4(a). Global Security Legend means the legend set forth in Section 2.4(c), which is to be placed on all Global Securities issued under the Indenture. Indenture has the meaning set forth in the recitals hereto. Independent Investment Banker means one of the Reference Treas

Definitions from Supplemental Indenture

THIRD SUPPLEMENTAL INDENTURE, dated as of November 3, 2015, (this Supplemental Indenture), between Mead Johnson Nutrition Company, a Delaware corporation (the Company) and The Bank of New York Mellon Trust Company, N.A., a national banking association (the Trustee).

Definitions. For all purposes of this Supplemental Indenture, the following terms shall have the respective meanings set forth in this Section 1.2. Adjusted Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. Base Indenture has the meaning set forth in the recitals hereto. Business Day means any day other than a Saturday or Sunday and other than a day on which banking institutions in New York, New York, are authorized or obligated by law or executive order to close. Certificated Security means a Security registered in the name of the Holder thereof and issued in accordance with Section 2.4 hereof, substantially in the form of the Security attached hereto as Exhibit A-1 or Exhibit A-2, as applicable, and that does not bear the Global Security Legend. Change of Control means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its Subsidiaries becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Companys Voting Stock or other Voting Stock into which the Companys Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Companys assets and the assets of its subsidiaries, taken as a whole, to one or more Persons, other than the Company or one of its Subsidiaries; or (3) the first day on which a majority of the members of the Companys Board of Directors are not Continuing Directors. Notwithstanding the foregoing, a transaction shall not be deemed to be a Change of Control if (1) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Companys Voting Stock immediately prior to that transaction or (B) immediately following that transaction no person (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company. Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event. Company has the meaning set forth in the introductory paragraph hereof. Comparable Treasury Issue means the U.S. Treasury security selected by the Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the applicable series of Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such series of Notes. Comparable Treasury Price means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is provided fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations. Continuing Director means, as of any date of determination, any member of the Companys Board of Directors who (1) was a member of such Board of Directors on the date the Notes were issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Companys proxy statement in which such member was named as a nominee for election as a director). Exchange Act means the Securities Exchange Act of 1934, as amended. Global Security has the meaning set forth in Section 2.4(a). Global Security Legend means the legend set forth in Section 2.4(c), which is to be placed on all Global Securities issued under the Indenture. Independent Investment Banker means one of the Reference Treasury Dealers appointed by the Company. Investment Grade Rating means a rating equal to or higher than Baa3 (or the equivalent) by Moodys and BBB- (or the equivalent) by S&P, and the equivalent inve

Definitions from Supplemental Indenture

SECOND SUPPLEMENTAL INDENTURE dated as of November 3, 2015 (this Second Supplemental Indenture), by and between Norfolk Southern Corporation, a Virginia corporation, as issuer (the Company), and U.S. Bank National Association, as trustee (the Trustee).

Definitions. Unless the context otherwise requires, capitalized terms used but not defined herein or in the recitals above have the respective meanings set forth in the Base Indenture. The following additional terms are hereby established for purposes of this Second Supplemental Indenture and shall have the meaning set forth in this Second Supplemental Indenture only for purposes of this Second Supplemental Indenture. Notes has the meaning set forth in the recitals above. Below Investment Grade Ratings Event means, with respect to the Notes, on any day within the 60-day period (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any Rating Agency) after the earlier of (1) the occurrence of a Change of Control; or (2) public notice of the occurrence of a Change of Control or the intention by the Company to effect a Change of Control, the Notes are rated below investment grade by each and every Rating Agency. Notwithstanding the foregoing, a Below Investment Grade Ratings Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Ratings Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at the Companys request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Ratings Event). Change of Control means the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person or group (as those terms are used in Section 13(d)(3) of the Securities Exchange Act of 1934 (the Exchange Act)), other than the Company or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the Companys Voting Stock or other Voting Stock into which the Companys Voting Stock is reclassified, consolidated, exchanged or changed measured by voting power rather than number of shares. Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Ratings Event with respect to the Notes. DTC means The Depository Trust Company. Global Note means a Security evidencing all or a part of a series of Securities, issued to the Depositary for such series in accordance with Section 2.12 of the Base Indenture. Interest Payment Date means, with respect to the payment of interest on the Notes, January 15 and July 15 of each year. investment grade means, with respect to Moodys, a rating of Baa3 or better (or its equivalent under any successor rating categories of Moodys); with respect to S&P, a rating of BBB- or better (or its equivalent under any successor rating categories of S&P); and, with respect to any additional Rating Agency or Rating Agencies selected by the Company, the equivalent investment grade credit rating. Moodys means Moodys Investors Service, Inc., a subsidiary of Moodys Corporation, and its successors. Rating Agency means (1) each of Moodys and S&P; and (2) if either of Moodys or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Companys control, a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company (as certified by a Board Resolution) as a replacement agency for Moodys or S&P, or both of them, as the case may be. S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors. Voting Stock of any specified person (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person. The words herein, hereof, and hereunder and other words of similar import refer to this Second Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision. The rules of construction set forth in Section 1.04 of the Base Indenture shall apply to this Second Supplemental Indenture.

Definitions from First Supplemental Indenture

SUPPLEMENTAL INDENTURE (this First Supplemental Indenture), dated as of September 15, 2015, between BIOGEN INC., a Delaware corporation (the Company), and U.S. Bank National Association, a national association, as Trustee (the Trustee).

Definitions. For the benefit of the Holders of the Notes, Section 1.1 of the Indenture shall be amended by adding the following new definitions: Attributable Debt means, with respect to a Sale and Leaseback Transaction, an amount equal to the lesser of (1) the fair market value of the Property (as determined in good faith by the Companys board of directors); and (2) the present value of the total net amount of rent payments to be made under the lease during its remaining term, discounted at the rate of interest set forth or implicit in the terms of the lease, compounded semi-annually. The calculation of the present value of the total net amount of rent payments is subject to adjustments specified in the indenture. Change of Control means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (as such term is used in Section 13(d) of the Exchange Act) (other than the Company or one of its Subsidiaries) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of the Company or other Voting Stock into which the Voting Stock of the Company is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; provided, however, that a Person shall not be deemed beneficial owner of, or to own beneficially, (A) any Securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Persons Affiliates until such tendered Securities are accepted for purchase or exchange thereunder, or (B) any Securities if such beneficial ownership (i) arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act, and (ii) is not also then reportable on Schedule 13D (or any successor schedule) under the Exchange Act; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the assets of the Company and the assets of its Subsidiaries, taken as a whole, to one or more persons (as such term is used in Section 13(d) of the Exchange Act) (other than to the Company or one of its Subsidiaries) (a Transferee), provided, however, that none of the circumstances in this clause (2) will be a Change of Control if the Persons that beneficially own the Companys Voting Stock immediately prior to the transaction own, directly or indirectly, shares representing a majority of the total Voting Stock as measured by voting power rather than number of shares of the Transferee; (3) the Company consolidates with, or merges with or into, any person (as such term is used in Section 13(d) of the Exchange Act), or any such Person consolidates with, or merges with or into, the Company, in either case, pursuant to a transaction in which any of the Companys outstanding Voting Stock or the Voting Stock of such other Person is converted into or exchanged for cash, securities or other property, other than pursuant to a transaction in which shares of the Companys Voting Stock outstanding immediately prior to the transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving Person immediately after giving effect to such transaction; or (4) the adoption of a plan relating to the Companys liquidation or dissolution. Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event. Comparable Treasury Issue means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes of the applicable Series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes. Comparable Treasury Price means, with respect to any Notes of a Series on any Redemption Date, (A) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. Consolidated Total Assets means, with respect to any Person as of any date, the amount of total assets as shown on the consolidated balance sheet of such Person for the most recent fiscal quarter for which financial statements have been filed with the Securities and Exchange Commission, prepared in accordance with accounting principles generally accepted in the United States. Global Notes means, individ

Definitions from Supplemental Indenture

TWELFTH SUPPLEMENTAL INDENTURE, dated as of September 16, 2015 (this "Twelfth Supplemental Indenture"), between Lowe's Companies, Inc., a corporation duly organized and existing under the laws of the State of North Carolina (the "Company"), having its principal office at 1000 Lowe's Boulevard, Mooresville, North Carolina 28117, and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States, as Trustee (the "Trustee" or the "Successor Trustee"), as successor trustee to J.P. Morgan Trust Company, National Association (the "Resigning Trustee"), pursuant to that certain Instrument of Resignation, Appointment and Acceptance, dated as of April 21, 2004 (the "Resignation Instrument").

Definitions. For all purposes of the Base Indenture and this Twelfth Supplemental Indenture relating to the respective series of Notes created hereby, except as otherwise expressly provided or unless the context otherwise requires, the terms used in this Twelfth Supplemental Indenture have the meanings assigned to them in this Article. Each capitalized term that is used in this Twelfth Supplemental Indenture but not defined herein shall have the meaning specified in the Base Indenture. "Business Day" means any day except a Saturday, a Sunday or a legal holiday in New York City on which banking institutions are authorized or required by law or regulation to close. "Calculation Agent" has the meaning set forth in Section 203(a) of this Twelfth Supplemental Indenture."Change of Control" means the occurrence of any of the following: (a) the consummation of any transaction (including, without limitation, any merger or consolidation) resulting in any "person" (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) (other than the Company or one of its subsidiaries) becoming the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the Voting Stock of the Company or other Voting Stock into which Voting Stock of the Company is reclassified, consolidated, exchanged or changed, measured by voting power rather than the number of shares; (b) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in a transaction or a series of related transactions, of all or substantially all of the assets of the Company and the assets of its subsidiaries, taken as a whole, to one or more "persons" (as that term is defined in the Indenture)(other than the Company or one of its subsidiaries); or (c) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors. Notwithstanding the foregoing, a transaction will not be considered to be a Change of Control if (a) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (b)(y) immediately following that transaction, the direct or indirect holders of the Voting Stock of the holding company are substantially the same as the holders of Voting Stock of the Company immediately prior to that transaction or (z) immediately following that transaction, no person is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of the holding company."Change of Control Triggering Event" means the occurrence of both a Change of Control and a Rating Event."Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Fixed Rate Notes of that series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Fixed Rate Notes of that series."Comparable Treasury Price" means, with respect to any redemption date, (i) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation."Continuing Directors" means, as of any date of determination, any member of the Company's Board of Directors who (a) was a member of the Company's Board of Directors on the date the Notes were issued or (b) was nominated for election, elected or appointed to the Board of Directors by or with the approval (given either before or after such member's election or appointment) of a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination, election or appointment."Depositary" means, with respect to the Notes issuable in whole or in part in global form, DTC and any nominee thereof, until a successor is appointed and becomes such pursuant to the applicable provisions of the Indenture, and thereafter "Depositary" shall mean or include such successor and any nominee thereof."DTC" means The Depository Trust Company."Fixed Rate Note Interest Payment Date" has the meaning set forth in Section 203(b) of this Twelfth Supplemental Indenture."Floating Rate Note Interest Payment Date" has the meaning set forth in Section 203(a) of this Twelfth Supplemental Indenture."Global Note" means a Note issued in global form and deposited with or on behalf of the Depositary, substantially in the form of one or more of the Global Notes attached hereto as Exhibit A-1, Exhibit A-2 and Exhibit A-3."Investment Grade Rating" means a rating equal to or highe

Definitions from Standstill Agreement

This Support and Standstill Agreement (this Agreement) is made and entered into as of August 12, 2015, by and among Fidelity National Information Services, Inc., a Georgia corporation (Parent), and the other Persons whose names appear on the signature pages hereto (each such Person, 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 Merger Agreement.

Definitions. When used in this Agreement, 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 (or any securities convertible, exchangeable for or otherwise exercisable to acquire such Voting Stock) which would be required under Section 13(d) of the 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 Exchange Act if such group beneficially owned (within the meaning set forth in Rule 13d-3 or Rule 13d-5(b)(i) of the rules and regulations promulgated under the Exchange Act) 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. Expiration Time shall mean the earlier to occur of (a) the Effective Time and (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 8.1 thereof. Final Lock-Up Period shall mean the period from the Effective Time to the date that is one day past the one hundred eighty (180) day anniversary of the Effective Time. Initial Lock-Up Period shall mean the period from the Effective Time to the date that is one day past the ninety (90) day anniversary of the Effective Time. Permissible Group Activities shall mean forming, joining or in any way participating in a 13D Group (a) solely between or among the Stockholders and/or any of the Other Stockholders, but solely, in respect of the disposition of their respective Voting Stock, or (b) between or among the Stockholders and their affiliates who have executed a joinder to this Agreement reasonably satisfactory to Parent (but in no event more restrictive than the terms of this Agreement), evidencing such affiliates agreement to be bound by and subject to the terms and provisions hereof to the same effect as such transferring Stockholder, solely in respect of Voting Stock acquired by such Stockholders and such affiliates as consideration pursuant to the Merger Agreement. Seahawk Securities means, collectively, any Company Common Stock or SCCII Preferred Stock, any securities convertible into or exchangeable for any of the foregoing, or any interest in or right to acquire any of the foregoing, whether now owned or hereafter acquired by any party hereto. SEC means 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. Standstill Period shall mean the period beginning at the Effective Time and ending on the date when the Stockholders party to this Agreement no longer Beneficially Own an aggregate of at least 0.5% of the Voting Stock of Parent (organization) values">Voting Stock of Parent. 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 (a) entry into this Agreement and the Merger Agreement and the consummation of the transactions contemplated hereby and thereby and (b) any transfer which may otherwise be deemed to have occurred as a result of Permissible Group Activities. Voting Stock shall mean shares of the common stock, par value $0.01, of Parent (Parent Common Stock) and any other securities of Parent having the ordinary power to vote in the election of members of the Board of Directors of Parent.