bhaskrr/legal-clauses huggingface dataset:
Clause type: dividends
 The Borrower will not declare or pay any dividends (other than dividends payable solely in stock of the Borrower) on any class of its stock or make any payment on account of the purchase, redemption or other retirement of any shares of such stock or make any distribution in respect thereof, either directly or indirectly, if at such time a Default or an Event of Default has occurred and is continuing or if, after giving to any such dividend, payment or distribution of the aggregate amount of such dividends, payments and distributions during such fiscal year would exceed $50,000. Any cash bonus paid to any employee of the Borrower pursuant to the Borrower's "phantom stock plan" shall not be deemed a dividend, payment or distribution on account of stock for purposes of this Section 6.05.
Clause type: capitalization
 The capitalization of the Company as of the date hereof is set forth on Schedule 4(c), including the authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company's stock option plans, the number of shares issuable and reserved for issuance pursuant to securities exercisable for, or convertible into or exchangeable for any shares of capital stock. All of such outstanding shares of the Company's capital stock have been, or upon issuance will be, validly issued, fully paid and nonassessable. Except as set forth on Schedule 4(c), no shares of capital stock of the Company (including the Shares, the Warrant Shares, the Additional Investment Right Shares and the Additional Investment Right Warrant Shares) or any of the Subsidiaries are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances. Except for the Securities and as disclosed in Schedule 4(c), as of the date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever to which the Company or any of its Subsidiaries is a party relating to the issuance by the Company or any of its Subsidiaries of securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or such Subsidiaries, and (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the Securities Act (except the Registration Rights Agreements). Except as set forth on Schedule 4(c), there are no securities or instruments containing antidilution or similar provisions that may be triggered by the issuance of the Securities in accordance with the terms of this Agreement, the Warrants, the Additional Investment Rights, the Additional Investment Right Warrants or the Registration Rights Agreements and the holders of the securities and instruments listed on such Schedule 4(c) have waived any rights they may have under such antidilution or similar provisions in connection with the issuance of the Securities in accordance with the terms of this Agreement, the Warrants, the Additional Inv...
Clause type: termination
With or without cause, the Company and the Director may each terminate this Agreement at any time upon ten (10) days written notice, and the Company shall be obligated to pay to the Director the compensation and expenses due up to the date of the termination. Nothing contained herein or omitted herefrom shall prevent the stockholder(s) of the Company from removing the Director with immediate effect at any time for any reason.
Clause type: now
THEREFORE for and in consideration of the mutual covenants and agreements contained herein, the Trust and the Adviser hereby agree as follows:
Clause type: whereas
the Board of Trustees, at a meeting called for the purpose of reviewing the Agreement, have approved the Agreement and its continuance until August 1, 2010 in the manner required by the Investment Company Act of 1940.
Clause type: investment-company-act
 (i) The Borrower is not an “investment company” within the meaning of the 1940 Act.
Clause type: investments
 PART 8.2(G) OF ANNEX 3 lists all Investments of the Company and the Subsidiaries outstanding on the Closing Date which, but for clause (h) of the definition of Restricted Investments, would be classified as Restricted Investments in accordance with the provisions of this Agreement.
Clause type: entire
Agreement. This Agreement, together with the Securities Purchase ---------------- Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreement and understandings, both oral and written, between the parties with respect to the subject matter hereof.
Clause type: base-salary
 The Company shall pay or cause to be paid to the Executive a base salary of not less than $550,000 per annum during the term of employment (the "Base Salary"). The Company may increase, but not decrease, the Base Salary at any time and from time to time during the term of employment and upon each such increase the term "Base Salary" shall mean such increased amount. Base Salary shall be payable in monthly or more frequent installments in accordance with the Company's then current practices and policies with respect to senior executives. For the purposes of this Agreement "senior executives" shall mean executives of the Company at the same executive level as the Executive.
Clause type: compensation
 (a) During the term of this Agreement, the Company shall pay the Executive, and the Executive agrees to accept, a base salary at the rate of not less than $165,000.00 per year in the first two years of this Agreement and not less than $183,500.00 per year in the next three years of this Agreement (the annual base salary as increased from time to time during the term of this Agreement being hereinafter referred to as the "Base Salary"). The Base Salary shall be paid in installments no less frequently than monthly. Any increase in Base Salary or other compensation shall not limit or reduce any other obligation of the Company hereunder, and once established at an increased specified rate, the Executive's Base Salary hereunder shall not thereafter be reduced.
Clause type: whereas
for federal income tax purposes, the Merger is intended to qualify as a reorganization under the provisions of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the "Code"); and
Clause type: capitalization
 (a) The number of shares of capital stock which are issued and outstanding is set forth in the DUMA Disclosure Schedule. All of such shares of capital stock that are issued and outstanding are duly authorized, validly issued and outstanding, fully paid and nonassessable, and were not issued in violation of the preemptive rights of any person. Other than as set forth in the DUMA Disclosure Schedule, there are no subscriptions, warrants, rights or calls or other commitments or agreements to which DUMA is a party or by which it is bound, pursuant to which DUMA is or may be required to issue or deliver securities of any class. Other than as set forth herein, in the DUMA Disclosure Schedule, there are no outstanding securities convertible or exchangeable, actually or contingently, into common stock or any other securities of DUMA.
Clause type: payment
 Default shall be made in the payment of or on account of interest on or principal of any Note when and as the same shall be due and payable, whether by acceleration or otherwise, which shall remain unsatisfied for five (5) Business Days;
Clause type: ownership_of_shares
 Other than as set forth on Schedule 4.9 hereto, neither Parent nor Merger Sub nor any of Parent’s Affiliates owns (directly or indirectly, beneficially or of record) any Shares or holds any rights to acquire or vote any Shares except pursuant to this Agreement.
Clause type: confidentiality
Property Owner agrees to keep this Agreement, the inspection reports, and any other documents, activities or discussions of the Parties in any way related to this Agreement (collectively, the “Confidential Information”) confidential, and not to disclose or otherwise convey any portion of the Confidential Information to any person except to Property Owner’s accountants, attorneys, employees or representatives to the extent such disclosure is reasonably necessary in connection with this Agreement, or as may be required by law; provided, however, that prior to disclosure, Property Owner shall inform such persons in writing of the confidential nature of the Confidential Information and require their agreement to comply with the confidentiality and non-disclosure obligations hereof. It is further understood and agreed by Property Owner that money damages would not be a sufficient remedy for any breach of these confidentiality and non-disclosure obligations, and that Guarantor shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach without the necessity of posting bond. Such remedies shall not be deemed to be the exclusive remedy for breaches of these confidentiality and non-disclosure obligations, but shall be in addition to all other remedies that may be available at law or equity.
Clause type: conversion_of_shares
 At the Effective Time, each share of common stock, par value $.001 per share of TCG (individually a "TCG Share" and collectively, the "TCG Shares") issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of TCG, WWNI, or the holder thereof, be converted into and shall become fully paid and nonassessable WWNI common shares determined by issuing one (1) share of WWNI common share for every 1000 shares of TCG.
Clause type: base-salary
 Employee shall be paid an annualized Base Salary, payable in accordance with the regular payroll practices of the Company, of not less than $225,000, subject to increase, if any, as may be approved in writing by the Chief Executive Officer of the Company or the Compensation, Governance and Nominating Committee of the Board of Directors (the “Compensation Committee”), but not to decrease from the then-current Base Salary.
Clause type: whereas
A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);
Clause type: dividends
 (a) The Holders of a particular series of APS shall be entitled to receive, when, as and if declared by the Board of Trustees of the Trust, out of funds legally available therefor, cumulative dividends each consisting of (i) cash at the Applicable Rate, (ii) a Right to receive cash as set forth in Section 11.2(e) below, and (iii) any additional amounts as set forth in Section 11.2(f) below, and no more, payable on the respective dates set forth below. Dividends on the shares of each series of APS so declared and payable shall be paid (i) in preference to and in priority over any dividends declared and payable on the Common Shares, and (ii) to the extent permitted under the Code and to the extent available, out of net tax-exempt income earned on the Trust's investments. To the extent permitted under the Code, dividends on APS will be designated as exempt-interest dividends. For the purposes of this section, the term "net tax-exempt income" shall exclude capital gains of the Trust.
Clause type: stock_option
 Stock options granted to the Executive by the Company and which remain outstanding immediately prior to the date of termination of the Executive’s employment, as provided in Section 7(b), shall remain outstanding until and shall immediately become vested in full upon the Release becoming irrevocable.
Clause type: capitalization
 ESI has authorized capital stock consisting of 40,000,000 shares of Common Stock, without par value, of which 8,671,333 shares were outstanding on November 30, 1996 and 1,000,000 shares of Preferred Stock, of which no shares were outstanding on November 30, 1996. All of the outstanding shares of capital stock of ESI have been duly authorized and are validly issued, fully paid, and nonassessable, and no shares were issued in violation of preemptive or similar rights of any shareholder. Except under the terms of the various ESI employee or director benefit plans, or as disclosed in the ESI SEC Reports (defined in Section 3.3.10) there are no subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character obligating ESI to issue any shares of capital stock.
Clause type: taxes
 6.5.1 The royalties to be paid by Licensee to Microsoft herein do not include any foreign, U.S. federal, state, local, municipal or other governmental taxes, customs and other duties, levies, fees, excises or tariffs, arising as a result of or in connection with the transactions contemplated under this Agreement including, without limitation, any state or local sales or use taxes or consumption tax or any value added tax or business transfer tax now or hereafter imposed on the provision of goods and services to Licensee by Microsoft under this Agreement, regardless of whether the same are separately stated by Microsoft (all such taxes and other charges being referred to herein as "Taxes"). All Taxes (and any penalties, interest, or other additions to any Taxes), with the exception of taxes imposed on Microsoft's net income or with respect to Microsoft's property ownership, shall be the financial responsibility of Licensee. Licensee agrees to indemnify, defend and hold Microsoft harmless from any such Taxes or claims, causes of action, costs (including, without limitation, reasonable attorneys' fees) and any other liabilities of any nature whatsoever related to such Taxes.
Clause type: compensation
 Compensation, as defined in Subsection 2.01(k) of the Basic Plan Document, shall be modified as provided below.
Clause type: capitalization
 The authorized capital stock of Top Favour consists of 10,000 ordinary shares, US$1.00 par value, of which at the Closing, no more than 10,000 shares shall be issued and outstanding. All of the issued and outstanding shares of capital stock of Top Favour, as of the Closing, are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. There are no voting trusts or any other agreements or understandings with respect to the voting of Top Favour’s capital stock.
Clause type: indemnification
In connection with any Registration Statement, the Issuer and the Guarantor jointly and severally agree to indemnify and hold harmless (i) the Initial Purchasers, (ii) each Holder covered thereby and (iii) each person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), any such Person (any of the persons referred to in this clause (ii) being hereinafter referred to as a "controlling person"), and (iv) the respective officers, directors, partners, employees, representatives and agents of any of such Person or any controlling person (any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an "Indemnified Person"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities and judgments (including, without limitation, any legal or other expenses incurred in connection with defending and investigating any matter, including any action that could give rise to any such losses, claims, damages, liabilities or judgments) directly or indirectly based upon or arising out of any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement or any Prospectus (as amended or supplemented if the Issuer shall have furnished to such Indemnified Person any amendments or supplements thereto), or any preliminary prospectus, arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of or are based upon (i) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Indemnified Person furnished to the Issuer, the Guarantor or any underwriter in writing by such Indemnified Person expressly for use therein, or (ii) any untrue statement contained in or omission from a preliminary Prospectus or Prospectus if a copy of the Prospectus (as then amended or supplemented, if the Issuer shall have furnished to or on behalf of the Holder participating in the distribution relating to the relevant Registration Statement any amendments or supplements thereto) was not sent or given by or on behalf of such Holder to the person asserting any such losses, liabilities, claims, damages o...
Clause type: loans
 Subject to the terms and conditions set forth herein, the Lender agrees to make loans (each such loan, a “Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of the Commitment; provided, however, that after giving effect to any borrowing, the Total Outstandings shall not exceed the Commitment. Within the limits of the Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.04, and reborrow under this Section 2.01. A Loan may be a Base Rate Loan or a Eurodollar Rate Loan, as further provided herein.
Clause type: definitions
PURCHASE ORDER is the TIPS member’s approval providing the authority to proceed with the negotiated delivery order under the Agreement. Special terms and conditions as agreed to between the vendor and TIPS member will be added as addendums to the PO. Items such as certificate of insurance, bonding requirements, small or disadvantaged business goals are some of the addendums possible.
Clause type: loans
 The mortgage loan secured by the Property (the "Mortgage Loan") and the mezzanine loan secured by the Liquidating LLC's interest in the LLC (the "Mezzanine Loan," and together with the Mortgage Loan, the "Loans") shall be paid off on the Closing Date.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.
Clause type: dividends
 When and as dividends are declared or paid on shares of Common Stock, whether in cash, property or securities, each holder of record of shares of Common Stock will be entitled to a ratable portion of such dividend, based upon the number of shares of Common Stock then held of record by each such holder, provided that (a) if dividends are declared in shares of Common Stock, such dividends will be declared and paid at the same rate per share on each class of Common Stock, and, unless the Corporation obtains the prior affirmative vote or written consent of at least 95% of the issued and outstanding shares of each class of Common Stock, dividends payable in shares of a specific class of Common Stock will be payable only to holders of that particular class of Common Stock; provided, further, that any dividend or distribution payable to one class of Common Stock entitles the other class of Common Stock to the same form and distribution amount (except as provided for in (b) below) on the same date, and (b) if the dividends consist of voting securities of the Corporation, the Corporation will make available to each holder of Class B Common, at such holder's request, dividends consisting of non-voting securities of the Corporation, which are otherwise identical to the voting securities and which are convertible into or exchangeable for such voting securities on the same terms as the shares of Class B Common are convertible into the shares of Class A Common.
Clause type: capitalization
 As of February 14, 2020, as disclosed in the SEC Documents, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, of which 17,403,714 shares are issued and outstanding, 10,000,000 shares of Preferred Stock, of which 4,000,000 shares are issued and outstanding, 2,000,000 shares of Series C convertible preferred stock of which, 2,000,000 are issued and outstanding.. Except for 4,200,000 shares in reserve, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Notes) exercisable for, or convertible into or exchangeable for shares of Common Stock and immediately upon the Company increasing its authorized shares of Common Stock the Company shall reserve 10,000,000 shares for issuance upon conversion of the Notes. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on ...
Clause type: capitalization
 The authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, par value $0.01 per share, of which 34,383,308 were issued and outstanding as of April 10, 2002 and (ii) 10,000,000 shares of preferred stock, par value $0.01 per share, of which no shares are issued and outstanding on the date hereof. As of the date hereof, the Company has no intention, obligation or commitment, fixed or contingent, to issue any shares of such Preferred Stock, other than pursuant to its Stockholders' Rights Plan.