Seagate 2010 Annual Report Download - page 275

“ Registration Statement ” means a registration statement prepared on Forms S-1, S-3, F-1, F-3 or F-6 under the Securities Act.
“ Representative ” means, as to any Person, the directors, managers, managing members, general partners, officers, employees,
attorneys, investment banking and financial advisors, independent accountants and any other agents and representatives of the Person.
“ Rule 144 ” means Rule 144 promulgated pursuant to the Securities Act, as such rule may be amended or interpreted from time to
time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such rule.
“ Rule 144 Affiliate ” means an “affiliate”, as such term is defined under Rule 144.
“ SEC ” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.
“ Securities Act ” means the Securities Act of 1933, as amended.
“ Selling Expenses ” means all underwriting discounts, selling commissions and transfer taxes, if any, applicable to the sale or
disposition of Registrable Securities pursuant to this Agreement.
“ Subsidiary ” of a Person means, at the time of determination, any Business Entity of which the securities or other ownership interests
having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are owned, directly or
indirectly through subsidiaries or otherwise, by such Person.
“ Transfer ” means, directly or indirectly, to offer, sell (including any short sale), transfer, assign, pledge, encumber, hypothecate or
similarly dispose of (by merger, testamentary disposition, operation of law or otherwise), either voluntarily or involuntarily, or enter into any
contract, option or other arrangement or understanding with respect to the offer, sale (including any short sale), transfer, assignment, pledge,
encumbrance, hypothecation or similar disposition of (by merger, testamentary disposition, operation of law or otherwise), any Acquisition
Shares beneficially owned by a Person or any interest (including any Economic Rights or Voting Rights) in any Acquisition Shares beneficially
owned by a Person. Whether or not treated as an offer or sale of the Acquisition Shares under the Securities Act, “Transfer” shall also include
any hedging or other transaction entered into after the date hereof, such as any purchase, sale (including any short sale) or grant of any right
(including without limitation any put or call option) with respect to any of the Acquisition Shares or with respect to any security that includes or
derives any significant part of its value from such Acquisition Shares.
“ Voting Rights ”
means, with respect to a security, the right to direct the voting of the security with respect to any matter for which the
security is entitled to vote.
“ Voting Securities ” means the Ordinary Shares and any other securities of Company entitled, in the ordinary course, to vote in the
election of directors of Company.
Appendix A-3