Wilmington Trust Company Uses in Certain Definitions Clause

Certain Definitions from Purchase and Sale Agreement

This Purchase and Sale Agreement dated as of July 10, 2016 (this "Agreement") is entered into by and among The Southern Company, a Delaware corporation (the "Buyer") Southern Natural Gas Company, L.L.C., a Delaware limited liability company (the "Company"), and Kinder Morgan SNG Operator LLC, a Delaware limited liability company (the "KM Member"). Each of the Buyer, the Company and the KM Member are referred to herein individually as a "Party", and collectively as the "Parties".

Certain Definitions. As used in this Agreement:"Actual Casualty Loss" means, in respect of a referenced Casualty Event, an amount equal to the cost actually incurred for repairs or replacement of the assets directly affected by such Casualty Event, net of insurance proceeds actually recovered in connection with such Casualty Event. "Agreement" has the meaning set forth in the Preamble."Affiliate" means, as to any Person, any other Person which, directly or indirectly Controls, is Controlled by, or is under common Control with such Person. Following the Closing, neither KM Member nor the Buyer shall be deemed an Affiliate of the Company."Allocation Schedule" has the meaning set forth in Section 12.1(b)."Amended and Restated LLC Agreement" means that certain Fourth Amended and Restated Limited Liability Company Agreement of the Company, in a form mutually agreed by the Buyer and the KM Member."Ancillary Documents" means the Amended and Restated LLC Agreement, the O&M Agreement and all other documents and instruments executed in connection herewith."Applicable Capital Projects" means the capital projects identified on the Capital Project Budget as "Zone 3 Expansion". "Arbitration Notice" has the meaning set forth in Section 13.2(c)."Arbitrators" has the meaning set forth in Section 13.3(a)."Audited Financial Statements" means the consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2013, December 31, 2014 and December 31, 2015 with the related consolidated statements of income, cash flows and member's equity for each of the three years then ended, audited by PricewaterhouseCoopers LLP."Base Purchase Price" has the meaning set forth in the Section 3.1."Business Day" means a day other than a Saturday, Sunday or day on which commercial banks in the United States or the State of Texas are authorized or required to be closed for business."Buyer" has the meaning set forth in the Preamble."Cap" has the meaning set forth in Section 11.4(a)."Capital Project Budget" means the capital project budget attached hereto as Exhibit B."Casualty Event" means an event of damage by fire or other casualty to the pipeline, facilities and other tangible property of the Company or its Subsidiaries after the Effective Time but prior to the Closing."Casualty Election Notice" has the meaning set forth in Section 7.7(c)."Casualty Termination Threshold" means $100,000,000."CERCLA" has the meaning specified in the definition of "Environmental Law.""CERCLIS" means the Comprehensive Environmental Response, Compensation and Liability Information System List."Claim" or "Claims" means any and all claims (including any cross-claim or counterclaim), Liens, causes of action, suits, charges, complaints, litigation, demands, arbitrations, proceedings (including any civil, criminal, administrative, investigative or appellate proceedings), hearings, inquiries, investigations, audits, disputes and other assertions of Liability, whenever or however arising."Closing" has the meaning set forth in Section 2.1."Closing Date" has the meaning set forth in Section 2.1."Closing Item Arbitrator" has the meaning set forth in Section 3.4(b)."Closing Long-Term Indebtedness" means the amount set forth in a letter from each of the Wilmington Trust Company, as trustee under the Indenture, and The Bank of New York Mellon, as series trustee for the 5.90% Notes due 2017, which together confirm the aggregate principal amount outstanding under the Indenture as of the date that is three Business Days prior to the Closing Date. "Closing Working Capital" has the meaning set forth in Section 3.3."Code" means the Internal Revenue Code of 1986, as amended."Company" has the meaning set forth in the Preamble."Company Debt" means, except for accounts and obligations owed by the Company to any of its Subsidiaries or owed by a Subsidiary of the Company to the Company and/or one or more of its Subsidiaries, (a) all indebtedness of the Company and its Subsidiaries for the repayment of borrowed money, whether or not represented by bonds, debentures, notes or similar instruments, all accrued and unpaid interest thereon and all premiums, prepayment penalties, fees and other amounts in respect thereof; (b) all obligations of the Company and its Subsidiaries as lessee or lessees under leases that have been recorded by the Company as capital leases in accordance with GAAP; (c) all obligations of the Company and its Subsidiaries issued or assumed as the deferred purchase price of property, all conditional sale obligations of the Company and its Subsidiaries and all obligations of the Company and its Subsidiaries under any title retention agreement (excluding trade accounts payable and other accrued current liabilities arising in the ordinary course of business, but including the current liability portion of any indebtedness for borrowed money); (d) all obligations of the Company and its Subsidiaries for the reimbursement of any obligor on any letter of credit, banker's acceptance or s

Certain Definitions from Exchange and Registration Rights Agreement

This Exchange and Registration Rights Agreement (this Agreement) is made and entered into as of May 2, 2013, between Barrick Gold Corporation, a corporation organized under the laws of the Province of Ontario (the Company), and Barrick North America Finance LLC, a Delaware limited liability company (BNAF and, together with the Company, the Issuers), on the one hand, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several Initial Purchasers (collectively, the Initial Purchasers) named in Schedule I to the Purchase Agreement (as defined below), on the other hand. Pursuant to the Purchase Agreement, the Initial Purchasers have agreed to purchase, severally and not jointly, the Companys 2.500% Notes due 2018 (the 2018 Notes), the Companys 4.100% Notes due 2023 (the 2023 Notes, and together with the 2018 Notes, the Company Notes) and BNAFs 5.750% Notes due 2043 (the BNAF Notes and together with t

Certain Definitions. For purposes of this Agreement, the following terms shall have the following respective meanings: Base Interest shall mean the interest that would otherwise accrue on the Notes under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement. The term broker-dealer shall mean any broker or dealer registered with the Commission under the Exchange Act. Canadian Prospectus means a prospectus of the Company included in an Exchange Registration Statement or a Shelf Registration Statement under the MJDS (with such additions and deletions as are required or permitted under the MJDS) filed and receipted (or for which a notification of clearance has been obtained) under Ontario Securities Laws. Closing Date shall mean the date on which the Securities are initially issued. Commission shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. Effective Time, in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective. Electing Holder shall mean any holder of Transfer Restricted Securities that has returned a completed and signed Notice and Questionnaire to the Issuers (or their counsel) in accordance with Section 3(b)(ii) or 3(b)(iii) hereof. Exchange Act shall mean the United States Securities Exchange Act of 1934, as amended. Exchange Offer shall have the meaning assigned thereto in Section 2(a) hereof. Exchange Registration shall have the meaning assigned thereto in Section 3(a) hereof. Exchange Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof. Exchange Securities shall have the meaning assigned thereto in Section 2(a) hereof. The term holder shall mean the Initial Purchasers and other persons who acquire Transfer Restricted Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Transfer Restricted Securities; provided that for purposes of any obligation of the Issuers to give notice to any holders, holder shall mean the record owner of Transfer Restricted Securities. Indenture shall mean the Indenture dated as of June 1, 2011 among the Issuers, Wilmington Trust Company, as trustee (the Trustee), and Citibank, N.A., as indenture agent, as the same shall be amended from time to time. Initial Purchasers shall have the meaning ascribed to such term in the first paragraph of this Agreement. MJDS means the U.S./Canada Multijurisdictional Disclosure System adopted by the Commission and Canadian securities regulators. Notice and Questionnaire means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto. Ontario Securities Laws shall mean the Securities Act (Ontario) and the rules, regulations and national, multijurisdictional and local instruments and published policy statements applicable in the province of Ontario. OSC means the Ontario Securities Commission. The term person shall mean a corporation, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency. Registration Default shall have the meaning assigned thereto in Section 2(c) hereof. Registration Expenses shall have the meaning assigned thereto in Section 4 hereof. Resale Period shall have the meaning assigned thereto in Section 2(a) hereof. Restricted Holder shall mean (i) a holder that is an affiliate of an Issuer within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holders business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Transfer Restricted Securities acquired by the broker-dealer directly from the Issuer. Rule 144, Rule 405 and Rule 415 shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time. Securities Act shall mean the United States Securities Act of 1933, as amended. Shelf Registration shall have the meaning assigned thereto in Section 2(b) hereof. Shelf Registration Statement shall have the meaning assigned thereto in Section 2(b) hereof. Special Interest shall have the meaning assigned thereto in Section 2(c) h

Certain Definitions from Exchange and Registration Rights Agreement

This Exchange and Registration Rights Agreement (this Agreement) is made and entered into as of June 1, 2011, between Barrick Gold Corporation, a corporation organized under the laws of the Province of Ontario (the Company), and Barrick North America Finance LLC, a Delaware limited liability company (BNAF and, together with the Company, the Issuers), on the one hand, and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several Initial Purchasers (collectively, the Initial Purchasers) named in Schedule I to the Purchase Agreement (as defined below), on the other hand. Pursuant to the Purchase Agreement, the Initial Purchasers have agreed to purchase, severally and not jointly, (i) the Companys 1.75% Notes due 2014 (the 2014 Notes) and 2.90% Notes due 2016 (the 2016 Notes) and (ii) BNAFs 4.40% Notes due 2021 (the 2021 Notes) and 5.70% Notes due 2041 (the 2041 Notes and together with the 2014 Notes,

Certain Definitions. For purposes of this Agreement, the following terms shall have the following respective meanings: Base Interest shall mean the interest that would otherwise accrue on the Notes under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement. The term broker-dealer shall mean any broker or dealer registered with the Commission under the Exchange Act. Canadian Prospectus means a prospectus of the Issuers included in an Exchange Registration Statement or a Shelf Registration Statement under the MJDS (with such additions and deletions as are required or permitted under the MJDS) filed and receipted (or for which a notification of clearance has been obtained) under Ontario Securities Laws. Closing Date shall mean the date on which the Securities are initially issued. Commission shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. Effective Time, in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective. Electing Holder shall mean any holder of Transfer Restricted Securities that has returned a completed and signed Notice and Questionnaire to the Company (or its counsel) in accordance with Section 3(b)(ii) or 3(b)(iii) hereof. Exchange Act shall mean the United States Securities Exchange Act of 1934, as amended. Exchange Offer shall have the meaning assigned thereto in Section 2(a) hereof. Exchange Registration shall have the meaning assigned thereto in Section 3(a) hereof. Exchange Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof. Exchange Securities shall have the meaning assigned thereto in Section 2(a) hereof. The term holder shall mean the Initial Purchasers and other persons who acquire Transfer Restricted Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Transfer Restricted Securities; provided that for purposes of any obligation of the Issuer to give notice to any holders, holder shall mean the record owner of Transfer Restricted Securities. Indenture shall mean the Indenture dated as of June 1, 2011 between the Issuers, Wilmington Trust Company, as Trustee (the Trustee), and Citibank, N.A., as indenture agent, as the same shall be amended from time to time. Initial Purchasers shall have the meaning ascribed to such term in the first paragraph of this Agreement. MJDS means the U.S./Canada Multijurisdictional Disclosure System adopted by the Commission and Canadian securities regulators. Notice and Questionnaire means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto. Ontario Securities Laws shall mean the Securities Act (Ontario) and the rules, regulations and national, multijurisdictional and local instruments and published policy statements applicable in the province of Ontario. OSC means the Ontario Securities Commission. The term person shall mean a corporation, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency. Registration Default shall have the meaning assigned thereto in Section 2(c) hereof. Registration Expenses shall have the meaning assigned thereto in Section 4 hereof. Resale Period shall have the meaning assigned thereto in Section 2(a) hereof. Restricted Holder shall mean (i) a holder that is an affiliate of an Issuer within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the

Certain Definitions from First Supplemental Indenture

FIRST SUPPLEMENTAL INDENTURE dated as of February 9, 2011 (Supplemental Indenture) by and among K. HOVNANIAN ENTERPRISES, INC., a California corporation (the Issuer), HOVNANIAN ENTERPRISES, INC., a Delaware Corporation (Hovnanian), each of the Guarantors (as defined herein) and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (the Trustee), supplementing the Senior Subordinated Indenture dated as of February 9, 2011 by and among the Issuer, Hovnanian and Wilmington Trust Company (the Base Indenture and, as supplemented by this Supplemental Indenture, the Indenture).

Certain Definitions. Section 1.1 of the Base Indenture is hereby amended by adding the following definitions in their proper alphabetical order which, in the event of a conflict with the definition of terms in the Base Indenture, shall govern. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Base Indenture. Affiliate means, when used with reference to a specified Person, any Person directly or indirectly controlling, or controlled by or under direct or indirect common control with the Person specified. Applicable Debt means all Indebtedness of Hovnanian or the Issuer under the Issuers or Hovnanians senior notes and senior subordinated notes outstanding on the Issue Date. Attributable Debt means, with respect to any Capitalized Lease Obligations, the capitalized amount thereof determined in accordance with GAAP. Bankruptcy Law means title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors. Base Indenture has the meaning ascribed to it in the preamble hereof. Business Day means any day other than a Saturday, Sunday or any day on which banking institutions in New York, New York are authorized or obligated by applicable law or executive order to close or be closed. Capitalized Lease Obligations of any Person means the obligations of such Person to pay rent or other amounts under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP, and the amount of such obligations will be the capitalized amount thereof determined in accordance with GAAP. Capital Stock means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of or in such Persons capital stock or other equity interests, and options, rights or warrants to purchase such capital stock or other equity interests, whether now outstanding or issued after the Issue Date. Certificated Note means a Note definitive registered form without interest coupons. Certificate of Incorporation means the Certificate of Incorporation of the Issuer as in effect on the Issue Date. Class A Common Stock means the Class A common stock, par value $0.01 per share, of Hovnanian as it existed on the Issue Date. close of business means 5:00 p.m. (New York City time). Component Note means a Note in global form and attached to a Global Unit that (a) shall evidence the number of Notes specified therein that are components of the Units evidenced by such Global Unit, (b) shall be registered on the security register for the Notes in the name of Wilmington Trust Company, as attorney-in-fact of holder(s) of the Units of which such Notes form a part, and (c) shall be held by the Purchase Contract Agent as attorney-in-fact for such holder(s), together with the Global Unit, as custodian of such Global Unit for the Depositary. control when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Currency Agreement of any Person means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect such Person or any of its Subsidiaries against fluctuations in currency values. Custodian means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. Default means any event, act or condition that is, or after notice or the passage of time or both would be, an Event of Default. DTC has the meaning ascribed to such term in Section 9.05 hereof. Early Mandatory Settlement Date has the meaning ascribed to it in the Purchase Contract Agreement. Early Mandatory Settlement Notice has the meaning ascribed to it in the Purchase Contract Agreement. Early Mandatory Settlement Rate has the meaning ascribed to it in the Purchase Contract Agreement. Early Mandatory Settlement Right has the meaning ascribed to it in the Purchase Contract Agreement. Event of Default means any event specified as such in Section 4.02(a) hereof. Exchange Act means the Securities Exchange Act of 1934, as amended, and any statute successor thereto, in each case as amended from time to time, together with the rules and regulations promulgated thereunder. Excess Equity-Linked Securities has the meaning ascribed to it in the Purchase Contract Agreement. Fair Market Value means, with respect to any asset, the price (after taking into account any liabilities relating to such assets) that would be negotiated in an arms-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction, as such price is determined in good faith by the Board of Directors of Hovnanian, as evidenced by a resolution of such Board of Directors. Fundamental Change has the meaning ascribed to

Certain Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of January 11, 2009 (this Agreement), by and among ABBOTT LABORATORIES, an Illinois corporation (Parent), RAINFOREST ACQUISITION INC., a Delaware corporation and a wholly owned Subsidiary of Parent (the Purchaser), and ADVANCED MEDICAL OPTICS, a Delaware corporation (the Company). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.3 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

Certain Definitions. For purposes of this Agreement, the term: 1.375% Convertible Notes means the 1.375% Convertible Senior Subordinated Notes due 2025 of the Company. 2.50% Convertible Notes means the 2.50% Convertible Senior Subordinated Notes due 2024 of the Company. 3.25% Convertible Notes means the 3.25% Convertible Senior Subordinated Notes due 2026 of the Company. 7 1/2% Noteholders means the record holders of the 7 1/2% Notes and, to the extent known to the Company, the Beneficial Owners of the 7 1/2% Notes. 7 1/2% Notes means the outstanding 7 1/2% Senior Subordinated Notes due 2017 of the Company. 7 1/2% Notes Indenture means the Indenture, dated as of April 2, 2007, between the Company, as issuer, and Wilmington Trust Company, as trustee. Acceptable Confidentiality Agreement means a confidentiality agreement that contains provisions that are no less favorable in the aggregate to the Company than those contained in the Nondisclosure Agreement. Acquisition Proposal means any offer or proposal, or filing of any regulatory application or notice (whether in draft or final form), or public disclosure of an intention to do any of the foregoing, by any Person other than Parent, the Purchaser or any of their respective Subsidiaries concerning any (a) merger, consolidation, other business combination or similar transaction involving the Company or any of its Subsidiaries, (b) sale, lease, license or other disposition, directly or indirectly, whether by merger, consolidation, business combination, share exchange, joint venture or otherwise, of assets of the Company (including Equity Interests of any of its Subsidiaries) or any Subsidiary of the Company representing 15% or more of the consolidated assets, revenues or net income of the Company and its Subsidiaries, (c) issuance or sale or other disposition (including by way of merger, consolidation, business combination, share exchange, joint venture or similar transaction) of Equity Interests representing 15% or more of the voting power of the Company, (d) transaction or series of transactions in which any Person would acquire Beneficial Ownership or the right to acquire Beneficial Ownership, or any group (as defined in Section 13(d) of the Exchange Act) has been formed which Beneficially Owns or has the right to acquire Beneficial Ownership, of Equity Interests representing 15% or more of the voting power of the Company or (e) any combination of the foregoing. Affiliate means a Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under Common Control with, the first-mentioned Person. Beneficial Ownership (and related terms such as Beneficially Own, Beneficially Owned or Beneficial Owner) has the meaning set forth in Rule 13d-3 under the Exchange Act; provided that such definition shall not apply to Section 5.10(a). Business Day has the meaning set forth in Rule 14d-1(g)(3) of the Exchange Act. Code means the Internal Revenue Code of 1986, as amended. Company Material Adverse Effect means any fact, change, event, development, condition, circumstance, occurrence or effect that, individually or in the aggregate, (a) is, or would reasonably be expected to be, materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of the Company and its Subsidiaries, taken as a whole, or (b) prevents, or would reasonably be expected to prevent, consummation of the Offer or the Merger or performance by the Company of any of its material obligations under this Agreement; provided, however, that none of the following facts, changes, events, developments, conditions, circumstances, occurrences or effects shall be taken into account in determining whether there has been or will be, a Company Material Adverse Effect: (i) changes generally affecting the economy, financial or securities markets or political or regulatory conditions, except to the extent such changes adversely affect the Company and its Subsidiaries in a disproportionate manner relative to other participants in the ophthalmic industry; (ii) changes in the ophthalmic industry, except to the extent such changes adversely affect the Company and its Subsidiaries in a disproportionate manner relative to other participants in such industry; (iii) any change in Law or the authoritative interpretation thereof or GAAP or the interpretation thereof; (iv) acts of war, armed hostility or terrorism, except to the extent such changes adversely affect the Company and its Subsidiaries; (v) any change to the extent resulting from or arising out of actions taken at the written request of Parent and not otherwise in the Ordinary Course of the Companys Business or not otherwise taken in order to effectuate the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof; (vi) any change to the extent resulting from Parent unreasonably withholding its consent under Section 5.1(a) and requested to be taken by th

Certain Definitions from Share Lending Agreement

This AGREEMENT sets forth the terms and conditions under which Borrower may, from time to time, borrow from Lender shares of Common Stock.

Certain Definitions. The following capitalized terms shall have the following meanings: Business Day means a day on which regular trading occurs in the principal trading market for the Common Stock. Cash means any coin or currency of the United States as at the time shall be legal tender for payment of public and private debts. Clearing Organization means The Depository Trust Company, or, if agreed to by Borrower and Lender, such other securities intermediary at which Borrower and Lender maintain accounts. Closing Price on any day means, with respect to the Common Stock (i) if the Common Stock is listed on a U.S. securities exchange registered under the Exchange Act or is included in the OTC Bulletin Board Service (operated by the National Association of Securities Dealers, Inc.), the last reported sale price, regular way, in the principal trading session on such day on such market on which the Common Stock is then listed or is admitted to trading (or, if the day of determination is not a Business Day, the last preceding Business Day) and (ii) if the Common Stock is not so listed or admitted to trading or if the last reported sale price is not obtainable (even if the Common Stock is listed or admitted to trading on such market ), the average of the bid prices for the Common Stock obtained from as many dealers in the Common Stock (which may include Borrower or its affiliates), but not exceeding three, as shall furnish bid prices available to Lender. Common Stock means shares of common stock, par value $0.01, of Lender; provided that, if the Common Stock shall be exchanged or converted into any other security, assets or other consideration (including cash) as the result of any merger, consolidation, other business combination, reorganization, reclassification, recapitalization or other corporate action (including, without limitation, a reorganization in bankruptcy), then, effective upon such exchange or conversion, the amount of such other security, assets or other consideration received in exchange for one share of Common Stock (without regard to any substitutions of cash in lieu of fractional securities) shall be deemed to become one share of Common Stock. For purposes of the foregoing, where a share of Common Stock may be converted or exchanged into more than a single type of consideration based upon any form of stockholder election, such consideration will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Lenders Common Stock that affirmatively make such an election. Convertible Debentures means (i) up to $87,500,000 aggregate principal amount of 5.50% Convertible Debentures due 2038 (series A) (the Series A Convertible Debentures) issued by Lender, or up to $100,625,000 aggregate principal amount of such securities to the extent the option to purchase such additional securities is exercised as set forth in the Underwriting Agreement (the Series A Option) and (ii) up to $87,500,000 aggregate principal amount of 5.50% Convertible Debentures due 2038 (series B) (the Series B Convertible Debentures) issued by Lender, or up to $100,625,000 aggregate principal amount of such securities to the extent the option to purchase such additional securities is exercised as set forth in the Underwriting Agreement (the Series B Option). Cutoff Time shall mean 10:00 a.m. in the jurisdiction of the Clearing Organization, or such other time on a Business Day by which a transfer of Loaned Shares must be made by Borrower or Lender to the other, as shall be determined in accordance with market practice. Exchange Act means the Securities Exchange Act of 1934, as amended. Facility Termination Date means the earlier to occur of (i) the first date as of which all of the Convertible Debentures have been converted, repaid, repurchased, redeemed or are otherwise no longer outstanding and (ii) October 15, 2038. Guarantee has the meaning set forth in Section 15 of this Agreement. Guarantor means Morgan Stanley, a Delaware corporation. Indenture means the Base Indenture, dated as of March 16, 2005, between Lender and Wilmington Trust Company, a Delaware banking corporation, as trustee (the Trustee), as amended or supplemented by (x) the Second Supplemental Indenture, to be dated as of June 4, 2008, to be entered into between Lender and the Trustee, and (y) the Third Supplemental Indenture, to be dated as of June 4, 2008, to be entered into between Lender and the Trustee, respectively, to provide for the form, terms and other provisions of the respective series of Convertible Debentures. Lenders Designated Account means the securities account of Lender maintained on the books of such securities intermediary, and with such designation, as notified by the Lender to the Borrower promptly following execution hereof and in no event later than June 3, 2008. Loan Availability Period means the period beginning on the date hereof and ending on the Facility Termination Date or such earlier date on which this Agre

Certain Definitions from Asset Purchase Agreement

ASSET PURCHASE AGREEMENT, dated as of August 1, 2005 (this Agreement), between GE Fanuc Embedded Systems, Inc., a Delaware corporation (Purchaser), TeraForce Technology Corporation, a Delaware corporation (TeraForce), and DNA Computing Solutions, Inc., a Delaware corporation, a wholly-owned subsidiary of TeraForce (DNA and together with TeraForce, Seller).

Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1: Affiliate means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. Bidding Procedures Motion means the motion to be filed with the Bankruptcy Court seeking approval of the Break-Up Fee and the Expense Reimbursement and the establishment of bidding procedures as contemplated pursuant to Article VII hereof. Bidding Procedures Order means the order, in form and substance reasonably acceptable to Purchaser, entered by the Bankruptcy Court with respect to the Bidding Procedures Motion and more fully described in Section 7.2 hereof. Business Day means any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close. Code mean the Internal Revenue Code of 1986, as amended. Contract means any contract, agreement, indenture, note, bond, loan, instrument, lease, commitment or other arrangement or agreement, whether written or oral. Documents means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, budgets, forecasts, ledgers, journals, title policies, customer lists, regulatory filings, operating data and plans, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), marketing documentation (sales brochures, flyers, pamphlets, web pages, etc.), and other similar materials related to the Sellers business and the Purchased Assets in each case whether or not in electronic form. Employee means all individuals, as of the date hereof, who are employed by Seller in connection with its business, together with individuals who are hired in respect of the Sellers business after the date hereof. Equipment means the equipment of Seller set forth on Schedule 1.1(b). Excluded Contracts means the Contracts of Seller other than those set forth on Schedule 1.1(d). GAAP means generally accepted accounting principles in the United States as of the date hereof. Governmental Body means any government or governmental or regulatory body thereof, or political subdivision thereof, whether foreign, federal, state, or local, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private) (including the Bankruptcy Court). Hardware means any and all computer and computer-related hardware, including, but not limited to, computers, file servers, facsimile servers, scanners, color printers, laser printers and networks. Indemnity Escrow Agent means Wilmington Trust Company in its capacity as escrow agent under the Indemnity Escrow Agreement. Indemnity Escrow Agreement means the Indemnity Escrow Agreement to be dated as of the Closing Date by and among Seller, Purchaser and the Indemnity Escrow Agent substantially in the form of Exhibit C hereto. Indemnity Escrow Amount means the sum of $300,000. Indemnity Escrow Fund means the Indemnity Escrow Amount together with all interest or income actually earned thereon pursuant to the Indemnity Escrow Agreement. Intellectual Property means all intellectual and industrial property rights, whether protected, created or arising under the laws of the United States or any other jurisdiction, including: (i) all patents and applications therefor, inventions and invention disclosures, including continuations, divisionals, continuations-in-part, or reissues of patent applications and patents issuing thereon (collectively, Patents), (ii) all trademarks, service marks, trade names, service names, industrial designs, brand names, trade dress rights, logos, Internet domain names, identifying symbols, logos, emblems, signs or insignia, and corporate names and general intangibles of a like nature, together with the goodwill associated with any of the foregoing, and all applications, registrations and renewals thereof (collectively, Marks), (iii) copyrights (including copyrights in computer software programs) and registrations and applications therefor, works of authorship and mask work rights (collectively, Copyrights), (iv) discoveries, concepts, ideas, research and development, know-how, formulae, inventions, compositions, manufacturing and production processes and techniques, technical data, procedures, designs, drawings, specifications, databases, and other proprietary and confidential information, including custom