Seagate 2010 Annual Report Download - page 273

APPENDIX A
SHAREHOLDER AGREEMENT
DEFINITIONS AND INDEX OF DEFINED TERMS
1.
Definitions. For all purposes of and under this Agreement, the following terms have the following meanings:
“ Acquisition Shares ” means the Ordinary Shares issued to Shareholder by Company pursuant to the terms of the Asset Purchase
Agreement.
“ Affiliate ” has the meaning set forth in the Asset Purchase Agreement.
“ beneficial owner ” (including, with correlative meaning, the terms “ beneficially own ” and “ beneficial ownership ”) has the
meaning given such term in Rule 13d-3 under the Exchange Act, and a Person’s beneficial ownership of securities will be calculated in
accordance with the provisions of such Rule; provided , however , that (i) a Person will be deemed to be the beneficial owner of any security
which may be acquired by such Person whether within 60 days or thereafter, upon the conversion, exchange or exercise of any rights, options,
warrants or similar securities to subscribe for, purchase or otherwise acquire (x) capital stock of any person or (y) debt or other evidences of
indebtedness, capital stock or other securities directly or indirectly convertible into or exercisable or exchangeable for such capital stock of such
person and (ii) a Person shall be deemed to be the beneficial owner of any securities with which a Person has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or disposing of such securities.
“ Board ” means the Board of Directors of Company.
“ Business Day ” means each day that is not a Saturday, Sunday or other day on which banking institutions located in the U.S., Ireland
or Korea are authorized or obligated by applicable law or executive order to close.
“ Business Entity ” means any Person other than a natural person or a Governmental Entity.
“ Closing ” and “ Closing Date ” have the respective meanings set forth in the Asset Purchase Agreement.
“ Control ”, “ Controlling ” and “ Controlled by ” have the respective meanings set forth in the Asset Purchase Agreement.
“ Economic Rights ”
means, with respect to a security, the right to all or any portion of the pecuniary interest in the security, including,
without limitation, the right to receive dividends and distributions, proceeds upon liquidation and receive the proceeds of disposition or
conversion (if applicable) of the security.
Appendix A-1