Definitions

Definitions. The terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture

Definitions. The person or persons designated as the recipient of a deceased Participant's benefits under the Program.

Definitions. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Contribution Agreement and the Operating Agreement.

Definitions. All capitalized terms used herein without definition shall have the meanings ascribed to them in the Membership Interest Purchase Agreement, as applicable.

Definitions. Capitalized terms used and not defined in this Agreement have the meanings provided in the Loan Guarantee Agreement.

Definitions. 1.1 The term "Administrator" shall mean the Corporation, as administrator under this Agreement, shall include any other corporation or other entity to which this Agreement may be assigned, by operation of law or otherwise, in connection with any merger, reorganization, consolidation or other corporate transaction having an effect similar to the foregoing. 1.2 The term "Agreement" shall have the meaning set forth in the introductory paragraph above. 1.3 The term "Amendment" shall mean... the Amendment to Stockholders' Agreement substantially in the form of Exhibit A hereto. 1.4 The term "business day" means any day other than Saturday, Sunday or a day on which commercial banks are authorized or required to close in Cleveland, Ohio, and shall consist of the time period from 12:01 a.m. through 12:00 midnight, Eastern Standard Time or Eastern Daylight Savings Time, whichever is then in effect in Cleveland, Ohio. In computing any time period for purposes of this Agreement, the date of the event which begins the running of such time period shall be included, except that if such event occurs on other than a business day such period shall begin to run on and shall include the first business day thereafter. 1.5 The term "Charitable Organization" shall mean an organization to which contributions are deductible for federal income, estate or gift tax purposes and which is established by one or more Participating Stockholders. 1.6 The term "Class A Common Stock" shall mean Class A Common Stock, par value $0.01 per share, of the Corporation. 1 1.7 The term "Class B Common Stock" shall have the meaning assigned to it in the first WHEREAS clause of this Agreement. 1.8 The term "Corporation" shall have the meaning assigned to it in the introductory paragraph of this Agreement. 1.9 The term "current trust interest" means the interest of any beneficiary of a trust to whom income or principal is currently distributable either in the discretion of the trustee or otherwise. 1.10 The term "Depository" shall mean the Administrator. 1.11 The term "Family Member" shall mean Clara Taplin Rankin, Frank E. Taplin and Thomas E. Taplin, their spouses, their lineal descendants by blood or by legal adoption prior to the age of 18, the spouses of such lineal descendants, the lineal descendants of any such spouses and trusts exclusively for the benefit of any such persons. In applying the term "exclusively" for purposes of this Agreement, the interest of any Charitable Organization that is a Participating Stockholder (or does not fail to become a Participating Stockholder at the time provided in Section 1.14(c) hereof) or any contingent trust interest having at the time of transfer an actuarial value (under valuation tables then used for federal gift tax purposes for gifts between private individuals) of not more than five percent of the value of the assets of the trust or an unexercised power of appointment shall be ignored. 1.12 The term "Offered Shares" shall have the meaning assigned to it in Section 4.1(a) hereof. 1.13 The term "Offeror" shall have the meaning assigned to it in Section 4.1 hereof. 1.14 The term "Participating Stockholder" shall mean any Family Member, Charitable Organization or Participating Stockholder Organization which has executed a counterpart of this Agreement and delivered a copy thereof to all other Participating Stockholders, any Family Member, Charitable Organization or Participating Stockholder Organization, which hereafter executes and delivers an Amendment, and is bound by the terms hereof. With regard to the definition of "Participating Stockholder," the following also shall apply: (a) No Participating Stockholder who is a natural person shall be deemed to forfeit the status of Participating Stockholder upon divorce, remarriage or adoption. (b) In order for a trust exclusively for the benefit of a Family Member or Members to be considered a Participating Stockholder: (i) the trustee and all adult beneficiaries of such trusts having a current trust interest (as well as all Charitable Organization beneficiaries having a current trust interest) shall sign this Agreement as Participating Stockholders; (ii) the trustee and a parent or legal guardian, for trusts with minor beneficiaries having a current trust interest, shall sign this Agreement on behalf of any such minor beneficiaries; or 2 (iii) the trustee and legal guardian, if any, for trusts with incompetent beneficiaries having a current trust interest, shall sign this Agreement on behalf of any such incompetent beneficiaries. (c) If, at any time, any trust shall have an adult beneficiary (and such beneficiary is not incompetent) having a current trust interest or an ascertainable Charitable Organization beneficiary having a current trust interest and if such beneficiary shall fail or be unable to sign this Agreement for a period of 30 calendar days following notification to such beneficiary of the terms of this Agreement by the Depository and following signature of this Agreement by the trustee, the trust shall thereupon cease to be a Participating Stockholder and Section 3.2 of this Agreement shall then apply as if the shares of Class B Common Stock held by the trust were then to be converted. The donor of a trust that is revocable by the donor alone, during the lifetime of such donor, shall be considered the only beneficiary thereof so long as such trust is so revocable. (d) In the case of Class B Common Stock held by a custodian under the Uniform Transfers to Minors Act (or the practical equivalent thereof) for the benefit of a minor Family Member, the custodian shall sign this Agreement on behalf of such minor if such minor is to be considered a Participating Stockholder. (e) In the case of Class B Common Stock held in the name of a minor Family Member, a parent or legal guardian of such minor shall sign this Agreement on behalf of such minor if such minor is to be considered a Participating Stockholder. (f) In the case of Class B Common Stock held in the name of an incompetent Family Member, the legal guardian of such incompetent shall sign this Agreement on behalf of such incompetent if such incompetent is to be considered a Participating Stockholder. (g) When a minor described in Section 1.14(d) or (e) reaches the age of majority, or an incompetent described in Section 1.14(f) is no longer impaired by such disability and has reached the age of majority, such Family Member shall execute and deliver an Amendment which has been executed and delivered by the Participating Stockholders (or their attorney-in-fact), the Corporation and the Depository. If such Family Member shall fail or be unable to sign such Amendment for a period of 30 calendar days following notification to such Family Member of the terms of this Agreement by the Depository, such Family Member shall thereupon cease to be a Participating Stockholder and Section 3.2 of this Agreement shall then apply as if the shares of Class B Common Stock were then to be converted. 1.15 The term "Participating Stockholder Organization" shall mean (a) any corporation as to which all of the outstanding capital stock is owned by Participating Stockholders; (b) any partnership all of the partners of which are Participating Stockholders; and (c) any limited liability company as to which all of the members are Participating Stockholders. Notwithstanding the first sentence of this Section 1.15, a corporation, partnership or limited liability company may not be a Participating Stockholder Organization unless its certificate of incorporation, partnership agreement, or other organizational and governance documents provide that only Participating Stockholders may acquire or retain any capital stock, partnership interest 3 or other ownership interest of such entity or of any survivor of a merger or consolidation of such entity. 1.16 The term "Permitted Transferee" shall have the meaning set forth in paragraph 4 of the Restated Certificate. 1.17 The term "personal representative" means the executor, administrator or other personal representative of the estate of a deceased Participating Stockholder. 1.18 The term "Purchaser" shall have the meaning assigned to it in Section 4.3 hereof. 1.19 The term "Restated Certificate" shall mean the Amended and Restated Certificate of Incorporation of the Corporation, as amended to the date of this Agreement. 1.20 The term "spouse" includes a widow or a widower. 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Definitions. Capitalized and other terms used and not otherwise defined herein shall have their respective meanings as defined in Annex A hereto.

Definitions. Except where clearly provided to the contrary or as otherwise defined in this Exhibit B, all capitalized terms used in this Exhibit B shall have the definitions given to those terms in the Agreement to which this Exhibit B is attached.

Definitions. 1.1 Terminology. If the Agreement does not define a particular term, it will have its generally understood meaning (e.g., in the information technology or education industries) based on the context in which it is used.

Definitions. Except as otherwise set forth herein, capitalized terms used herein shall have the meanings assigned to them in the Purchase Agreement.