Model: wwydmanski/all-mpnet-base-v2-legal-v0.1
Author: wwydmanski
Pipeline: sentence-similarity
Library: sentence-transformers
Tags: sentence-transformers, safetensors, mpnet, sentence-similarity, feature-extraction, generated_from_trainer, dataset_size:10000, loss:MultipleNegativesRankingLoss, arxiv:1908.10084, arxiv:1705.00652, base_model:sentence-transformers/all-mpnet-base-v2, base_model:finetune:sentence-transformers/all-mpnet-base-v2, endpoints_compatible, deploy:azure, region:us
Base models (finetune): id: sentence-transformers/all-mpnet-base-v2
Card metadata: tags: sentence-transformers, sentence-similarity, feature-extraction, generated_from_trainer, dataset_size:10000, loss:MultipleNegativesRankingLoss
base_model: sentence-transformers/all-mpnet-base-v2
widget: source_sentence: query: What are the conditions under which the full payment of the Note can be secured?
sentences: accordance with U.S. Securities and Exchange Commission (“SEC”) Rule13d-3. 5.Security. The full and timely payment of this Note (together with the Maker’s obligations under a Purchase Agreement of this date among Maker, Payee and Whitebox Advisors, LLC) shall be secured by a Pledge Agreement of this date (the “Pledge Agreement”). 6.Optional Prepayments. The Maker may prepay this Note, in whole or in part, and in cash, without penalty by Maker upon fifteen days written notice to Payee. Prepayments shall be applied first to accrued but unpaid interest and then to principal. -------------------------------------------------------------------------------- 7.Default. The occurrence of any one or more of the following events shall constitute an event of default, upon which Payee may declare the entire principal amount of this Note, together with all accrued but unpaid, or the Indenture Trustee or a Responsible Person of the Servicer has knowledge of the failure, (C)during the period the Servicer uses all commercially reasonable efforts to perform its obligations under this Agreement and (D)the Servicer promptly notifies the Owner Trustee, the Indenture Trustee, the Depositor and the Noteholders of the failure, including a description of the Servicer’s efforts to correct the failure; or (2) (A)the failure would not reasonably be expected to, or after investigation and quantification does not, result in a failure to pay or deposit an amount greater than 0.05% of the Note Balance of the Notes, and (B)the failure does not continue for more than (i)if the Servicer’s long-term debt is rated investment grade by all Rating Agencies, 90 days after the Servicer receives, the following conditions or events shall occur and be continuing: (a)the Issuer defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or (b)the Issuer defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due and payable; or (c)either Constituent Company defaults in the performance of or compliance with any term contained in Section 7.1(d), Section 9.5(b), (c) or (d), Section 9.7 or Section 10; or (d)either Constituent Company or any Subsidiary Guarantor defaults in the performance of or compliance withany term contained herein or in the Subsidiary Guaranty Agreement, source_sentence: query: What happens to the RSUs if the Grantee terminates their employment before the Performance Goals are achieved?
sentences: 7 to the contrary, if the Grantee elects to defer the settlement of the RSUs pursuant to the Company’s Executive Deferred Compensation Plan (or any other non-qualified deferred compensation plan providing for the ability to defer settlement of the RSUs), then the time, form and medium of payment with respect to any deferred RSUs shall be made pursuant to the terms and conditions of the Executive Deferred Compensation Plan (or similar non-qualified deferred compensation plan). 5.Forfeiture. Except as otherwise provided in Sections 6 and 7, the Grantee will forfeit his or her interest in the RSUs to the extent the Performance Goals are not achieved during the 2 -------------------------------------------------------------------------------- Performance Period or if the Grantee terminates his or her employment with the Company or any of its Subsidiaries, the Change of Control Period is terminated prior to the Restriction Lapse Date, either (A)by the Company other than for Cause or (B)by the Grantee for Good Reason and the Grantee in both cases has remained in continuous Service through the date of termination, then all RSUs shall be immediately vested. If a Change of Control occurs subsequent to the last day of the Performance Period, but prior to the Restriction Lapse Date, then PSUs shall be converted to RSUs only after calculation of Free Cash Flow, provided, however, in the event that the Company has failed to achieve the Minimum Free Cash Flow for the Performance Period, then all PSUs shall be forfeited regardless of the Change of Control occurring after the end of the Performance Period., between the parties as to enforceability of Section9 or the terms contained in Section9(i), notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from you for such expenses. (i) The noncompetition periods described in Section8 of this Agreement shall be suspended while you engage in any activities in breach of this Agreement. In the event that a court grants injunctive relief to the Company for your failure to comply with Section8, the noncompetition period shall begin again on the date such injunctive relief is granted. (j) Nothing contained in this Section9 shall be construed as limiting your obligations under Sections 6, 7, or 8 of this Agreement concerning Confidential Information, Inventions,, source_sentence: query: What modifications are made to Section 12.1(d) of the Equity Definitions in the context of a Share-for-Combined merger event?
sentences: Section 14.07 of the Indenture. Tender Offers: Applicable; provided that notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender Offer” means the occurrence of any event or condition set forth in Section 14.04(e) of the Indenture. Consequences of Merger Events / Tender Offers: Notwithstanding Section 12.2 and Section 12.3 of the Equity Definitions, upon the occurrence of a Merger Event or a Tender Offer, the Calculation Agent shall make, to the extent an analogous adjustment is required to be made pursuant to the Indenture, a corresponding adjustment in respect of any such adjustment under the Indenture to any one or more of the nature of the Shares (in the case of a Merger Event), Strike Price, Number of Options and Option Entitlement, subject to the second paragraph under, Group nor any of their respective directors, executive officers, brokers or other agents acting or benefiting in any capacity in connection with the Facility: (a) is currently subject to any sanctions administered by OFAC or any similar sanctions imposed by the European Union, Singapore, the United Kingdom, the United Nations Security Council, the United States or any other country (together, “Sanctions”); (b) is a Designated Person; (c) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Designated Person; (d) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to any Anti-Terrorism Law; or (e) engages in or conspires to engage in any transaction that evades, related Supplemental Confirmation. Extraordinary Events: ConsequencesofMergerEvents: (a) Share-for-Share: Modified Calculation Agent Adjustment (b) Share-for-Other: Cancellation and Payment (c) Share-for-Combined: Component Adjustment Tender Offer: Applicable; provided that (i)Section12.1(d) of the Equity Definitions shall be amended by replacing “10%” in the third line thereof with “20%,” (ii) Section12.1(1) of the Equity Definitions shall be amended (x)by deleting the parenthetical in the fifth line thereof, (y)by replacing “that” in the fifth line thereof with “whether or not such announcement” and (z)by adding immediately after the words “Tender Offer” in the fifth line thereof “, and any publicly announced change or amendment to such an announcement (including the announcement of an abandonment of such intention)” and (iii)Sections 12.3(a) and 12.3(d) of the Equity Definitions shall each be amended by replacing each occurrence, source_sentence: query: When do participant's rights to vested Restricted Share Units become nonforfeitable?
sentences: Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) the extent to which, practical after each Vesting Date. vi. In exchange for receipt of consideration in the form of the Restricted Stock award pursuant to this Agreement, and other good and valuable consideration, Grantee agrees that Grantee shall comply with the confidentiality, inventions, non-solicitation and non-competition provisions attached hereto as Exhibit B. vii. Notwithstanding the other provisions of this Agreement, in the event of a Change in Control prior to the Vesting Date, all Shares of Restricted Stock shall become fully vested and nonforfeitable as of the date of the Change in Control. The Company shall transfer the Shares of Restricted Stock that become vested pursuant to this provision to an unrestricted account in the name of the Grantee as soon as practical after the date of the Change in Control., less than a majority of the combined voting power of the resulting entity immediately after the merger or consolidation is held by persons who were shareholders of the Bank or the Company immediately before the merger or consolidation; ii. Change in Board Composition: During any period of two consecutive years, individuals who constitute the Boards of Directors of the Bank or the Company at the beginning of the two-year period cease for any reason (other than as required by the Order to Cease and Desist dated June6, 2005 entered into by the Bank with the Office of Thrift Supervision) to constitute at least a majority of the Boards of Directors of the Bank or the Company; provided, however, that for purposes of this clause (iii), each director who, source_sentence: query: Under what conditions will the legend on Series G Units cease to be required?
sentences: requirement that the Series G Units contain the legend set forth in clause (j)above shall cease and terminate upon the earlier of (i)when such shares are transferred pursuant to Rule 144 under the 1933 Act or (ii)when such securities are transferred in any other transaction if the transferor delivers to the Company a written opinion of counsel (which opinion and counsel shall be reasonably satisfactory to the Company) to the effect that such legend is no longer necessary in order to protect the Company against a violation by it of the 1933 Act upon any sale or other disposition of such securities without registration thereunder. Upon the consummation of an event described in (i)or (ii)above, the Company, upon surrender of certificates containing such legend, shall, at its own, (b)after-hours. c. There are no Required Removables (as defined in the Lease) or Alterations to be removed from the Premises upon the expiration or sooner termination of the Lease and neither Sublandlord nor Subtenant shall be required to remove any improvements or Alterations existing in the Premises as of the date hereof. d. The existing Security Devices have been removed from the Premises. 6. Additional Rights of Subtenant. Landlord hereby agrees and consents to the following exercise of rights by Subtenant under the Lease: a. Subtenant shall be permitted to exercise all rights of Sublandlord, as tenant, under Section8.7 of the Lease with respect to Roof Equipment, which rights shall be subject to the requirements of the Lease, including but not limited to Section8.7. In no event shall, Legend on Certificate. Until the eligibility conditions of this Award have been satisfied and shares of Stock have been issued in accordance with the terms of this Agreement or by action of the Committee, the Units awarded hereunder are not transferable and shall not be sold, transferred, assigned, pledged, gifted, hypothecated or otherwise disposed of or encumbered by you. Transfers of shares of Stock by you are subject to the Company’s Stock Trading Policy and applicable securities laws. Shares of Stock issued to you in certificate form or to your book entry account upon satisfaction of the vesting and other conditions of this Award may be restricted from transfer or sale by the Company and evidenced by stop-transfer instructions upon your book entry account or restricted legend(s) affixed
pipeline_tag: sentence-similarity
library_name: sentence-transformers
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Created: 2025-01-16 20:59:29