bhaskrr/legal-clauses huggingface dataset:
Clause type: loans
 Make any loans or other advances of money to any Person, except (a) advances to an officer or employee for salary, travel expenses, commissions and similar items in the Ordinary Course of Business; (b) prepaid expenses and extensions of trade credit made in the Ordinary Course of Business; (c) deposits with financial institutions permitted hereunder; (d) intercompany loans by a Borrower or Guarantor to another Borrower or from a Guarantor to another Guarantor or from a Subsidiary that is not an Obligor to an Obligor (provided, that the terms thereof are reasonably satisfactory to Agent); (e) from a Borrower to a Guarantor in the Ordinary Course of Business and not to exceed $500,000 at any time outstanding with respect to all loans from all Borrowers to all Guarantors and (f) Permitted Investments.
Clause type: headings
The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designations and will not be deemed to limit or affect any of the provisions hereof. RESOLVED, FURTHER, that the chairman, chief executive officer, chief financial officer, president or any vice-president, and the secretary or any assistant secretary, of the Corporation be and they hereby are authorized and directed to prepare and file a Designation of Preferences, Rights and Limitations of Series A Preferred Stock in accordance with the foregoing resolution and the provisions of Delaware law.
Clause type: board
 The Stockholders, on behalf of themselves and ------------------ their Affiliates and Permitted Transferees, hereby agree to take all necessary action (including, without limitation, voting the Common Stock of the Company beneficially owned by them, calling special meetings of stockholders of the Company and executing and delivering written consents) such that the Board of Directors of the Company shall consist of ten (10) members designated as herein provided. HCI shall designate all members of the Board of Directors not designated by the Minority Stockholders. For so long as Mr. Frederick A. Landman is Chief Executive Office of the Company, he shall be one of HCI's designees. The Minority Stockholders shall be entitled to initially designate two (2) directors of the Company, one (1) of whom may be designated by the Class A Holders and one (1) of whom may be designated by S Company. For so long as the Class A Holders and their Permitted Transferees, as a group (the "A Group"), ------- beneficially own a number of Shares which is greater than the number of shares comprising 4% of the outstanding Common Stock of the Company immediately after the consummation of the transactions contemplated by the Reorganization Agreement and the Univisa Contribution Agreement and prior to any further issuances for refinancing or other purposes (as such Shares may be adjusted to reflect stock splits, combinations, stock dividends, recapitalizations, reclassifications, and similar transactions, the "Director Minimum Shares"), at ------------------------ each subsequent meeting of stockholders of the Company (or action by consent in lieu thereof), the A Group shall be entitled to designate one director, to be selected by a majority vote of the Shares beneficially owned by the A Group. For so long as S Company and its Permitted Transferees, as a group (the "B Group"), ------- beneficially own a number of Shares greater than the Director Minimum Shares, at each subsequent meeting of stockholders of the Company (or action by consent in lieu thereof), the B Group shall be entitled to designate one director, to be selected by a majority vote of the Shares beneficially owned by the B Group. Any vacancy of an available A Group or B Group director position will be filled promptly without holding a meeting of stockholder's of the Company at the request of the A Group or B Group, as applicable, with their designee; provided that the A Group or B Group, as applicable, shall beneficially...
Clause type: payment
 In accordance with Chapter 2251 of the Texas Gov’t Code: (a) payment shall be made no later than thirty days following the later of (i) delivery of the goods or completion of the services and (ii) delivery of an invoice to UNT; and (b) interest, if any, on past due payments shall accrue and be paid at the maximum rate allowed by law. Vendor must be in good standing, not indebted to the State of Texas, and current on all taxes owed to the State of Texas for payment to occur. Invoices and any required supporting documents must be presented to: University of North Texas – Business Service Center, 1112 Dallas Dr. Ste. 4000, Denton, TX 76205.
Clause type: payment
 Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan on demand, or if no demand is made, in accordance with the following payment schedule: 2 consecutive monthly Interest payments, beginning December 1, 1998, with interest calculated on the unpaid principal balances at an interest rate of 0.00 percentage points over the Index described below; 59 consecutive monthly principal payments of $20,000.00 each, beginning February 1,1999, with interest calculated on the unpaid principal balances at an interest rate of 0.00 percentage points over the Index described below; 59 consecutive monthly interest payments, beginning February 1,1999, with interest calculated on the unpaid principal balances at an Interest rate of 0.00 percentage points over the Index described below; and 1 principal and interest payment in the Initial amount of $20,137.78 on January 1, 2004, with interest calculated on the unpaid principal balances at an interest rate of 0.00 percentage points over the Index described below. This estimated final payment is based on the assumption that all payments will be made exactly as scheduled and that the Index does not change; the actual final payment will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Note, The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. Unless otherwise agreed or required by applicable law, payments will be applied first to accrued unpaid interest, then to principal, and any remaining amount to any unpaid collection costs and late charges.
Clause type: interest
 Accrued interest on this Note shall be payable in cash in quarterly installments commencing on the third month anniversary of the date of issuance of this Note with the final installment payable on the Maturity Date.
Clause type: investments
 No Borrower Party will, or will permit any of its Subsidiaries to, make any Investment, except that (a) any Borrower Party or any Subsidiary of a Borrower Party may purchase or otherwise acquire and own and may permit any of its Subsidiaries to purchase or otherwise acquire and own Cash Equivalents provided that to the extent required by Section 6.15, any such Investments in Cash Equivalents shall be subject to a Blocked Account Agreement or other control agreement in form and substance reasonably satisfactory to the Administrative Agent; (b) any Borrower Party or Subsidiary of a Borrower Party may hold the Investments in existence on the Agreement Date and described on Schedule 8.5; (c) so long as no Default shall have occurred and be continuing or would result therefrom, any Borrower Party or Subsidiary of a Borrower Party may convert any of its Accounts that are in excess of ninety (90) days past due into notes or Equity Interests from the applicable Account Debtor so long as the Administrative Agent, for the benefit of the Lender Group, is granted a first priority security interest in such Equity Interests or notes held by a Borrower Party which Lien is perfected contemporaneously with the conversion of such Account to Equity Interests or notes; (d) the Borrower Parties and their Subsidiaries may hold the Equity Interests of their respective Subsidiaries in existence as of the Agreement Date and their Subsidiaries created or acquired after the Agreement Date in accordance with Section 6.20; (e) the Borrower Parties and their Subsidiaries may make additional Investments in their Foreign Subsidiaries in the form of loans or additional equity contributions if (i) the aggregate Investment is less than or equal to $25,000,000, so long as (A) no Default or Event of Default shall have occurred or is continuing or results therefrom and (B) the Administrative Agent shall have received a pro forma Borrowing Base Certificate giving effect to such transaction if any Collateral included in the most recent Borrowing Base Certificate (other than Qualified Cash so long as any such Qualified Cash used to fund such Investment, if deducted from the most recent Borrowing Base Certificate, would not result in an Overadvance) was contributed to such Foreign Subsidiary as part of such Investment, or (ii) the aggregate Investment is greater than $25,000,000, so long as (A) no Default or Event of Default shall have occurred or is continuing or results therefrom and (B) Adminis...
Clause type: payment_terms
 Fees will be payable by Customer to ACS within thirty (30) days of receipt of monthly invoice and in accordance with the invoicing terms contained in the Agreement. IV.
Clause type: payment
 1. The State of Connecticut shall assume no liability for payment for services under the terms of this contract until the Contractor is notified that this contract has been accepted by the Department and, if applicable, approved by the Office of Policy and Management (OPM) or the Department of Administrative Services (DAS) and by the OAG.
Clause type: interest
 (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate. Swingline Loans shall bear interest at the Alternate Base Rate plus the Applicable Rate or such other rate as mutually agreed upon by the Swingline Lender and the Borrower.
Clause type: whereas
in order to induce Indemnitee to provide or continue to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;
Clause type: ownership_of_shares
 As of the Closing, neither the Purchaser nor the Purchaser Affiliates Beneficially Own any Company Common Shares (without giving effect to the issuance of the Preferred Shares hereunder).
Clause type: taxes
 All payments of the Credit Obligations shall be made without set-off or counterclaim and free and clear of any deductions, including deductions for Taxes, unless the Borrower is required by law to make such deductions. If (a) any Bank shall be subject to any Tax with respect to any payment of the Credit Obligations or its obligations hereunder or (b) the Borrower shall be required to withhold or deduct any Tax on any payment on the Credit Obligations, within 15 days after the receipt by the Borrower of a certificate from such Bank setting forth why it is claiming compensation under this Section 3.6 and computations (in reasonable detail) of the amount thereof, the Borrower shall pay to the Administrative Agent, for such Bank's account such additional amount as is necessary to enable such Bank to receive the amount of Tax so imposed on the Bank's obligations hereunder or the full amount of all payments which it would have received on the Credit Obligations (including amounts required to be paid under Sections 3.5, 3.7, 3.8 and this Section 3.6) in the absence of such Tax, as the case may be, together with interest at the Overdue Reimbursement Rate on such amount from the 15th day after receipt of such certificate until payment in full thereof. Whenever Taxes must be withheld by the Borrower with respect to any payments of the Credit Obligations, the Borrower shall promptly furnish to the Administrative Agent for the account of the applicable Bank official receipts (to the extent that the relevant governmental authority delivers such receipts) evidencing payment of any such Taxes so withheld. If the Borrower fails to pay any such Taxes when due or fails to remit to the Administrative Agent, for the account of the applicable Bank the required receipts evidencing payment of any such Taxes so withheld or deducted, the Borrower shall indemnify the affected Bank for any incremental Taxes and interest or penalties that may become payable by such Bank as a result of any such failure. The determination by such Bank of the amount of such Tax and the basis therefor shall, in the absence of manifest error, be conclusive. The Borrower shall be entitled to replace any such Bank in accordance with Section 11.3.
Clause type: base-salary
 Effective as of the Effective Date, the Executive shall receive a base salary at the annualized rate of $375,000 (the “Base Salary”). The Executive’s Base Salary shall be paid in equal installments in accordance with the Company’s regularly established payroll procedures. The Executive’s Base Salary will be reviewed from time to time by the Board (or a committee thereof) in accordance with normal business practice and is subject to change in the discretion of the Board (or a committee thereof).
Clause type: termination
The Executive’s employment and the Employment Term shall terminate on the first of the following to occur:
Clause type: investments
 Neither Borrower nor Guarantor shall make any investments in any person or entity, except that the foregoing restriction shall not apply to:
Clause type: interest
 Unless specifically provided to the contrary in any Collateral Agreement, all Loans shall bear interest at a rate equal to the "Prime Rate" (as hereinafter defined), plus 2.25% per annum, calculated on the basis of a 360-day year for the actual number of days elapsed. The interest rate applicable to all Loans shall be adjusted monthly as of the first day of each month, and the interest to be charged for that month shall be based on the highest "Prime Rate" in effect during said month, but in no event shall the rate of interest charged on any Loans in any month be less than 7.5% per annum. Prime Rate" is defined as the actual "Reference Rate" or the substitute therefor of the Bank of America NT & SA ("B of A") whether or not that rate is the lowest interest rate charged by B of A. If the Prime Rate, as defined, is unavailable, "Prime Rate" shall mean the highest of the prime rates published in the Wall Street Journal on the first business day of the month, as the base rate on corporate loans at large U.S. money center commercial banks.
Clause type: base-salary
 Sucampo shall pay Executive an annual base salary of Three Hundred Seventy Five Thousand and Zero Cents US dollars (US $375,000) in accordance with Sucampo’s regular payroll cycle (the “Base Salary”). The Base Salary shall be reviewed on an annual basis and may, in the sole discretion of the Board of Directors, be increased, but not decreased (unless either mutually agreed by Executive and Sucampo, or established as part of salary reductions that apply equally to similarly situated officers as a percentage reduction in their salaries).
Clause type: base-salary
 Subject to the further provisions of this Agreement, the Company agrees to pay to Employee an annual base salary of $88,000, payable no less frequently than in accordance with the regular payroll practices of the Company, with such increases as shall be made from time to time in accordance with the Company's regular salary administrative practices as applied to Company officers. The base salary of Employee shall not be decreased at any time during the term of this Agreement from the amount in effect from time to time. Employee shall be entitled and eligible for bonuses that may be declared from time to time in the sole discretion of the Board.
Clause type: assignment
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by Employee without the prior written consent of the Company.
Clause type: miscellaneous
This Amendment and the Acknowledgment and Agreement of Guarantor may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument. Transmission by facsimile or “pdf” file of an executed counterpart of this Amendment shall be deemed to constitute due and sufficient delivery of such counterpart. Any party hereto may request an original counterpart of any party delivering such electronic counterpart. This Amendment and the rights and obligations of the parties hereto shall be construed in accordance with, and governed by, the laws of the State of California. In the event of any conflict between this Amendment and the Credit Agreements, the terms of this Amendment shall govern. The Export-Import Bank of the United States shall be an express intended beneficiary of this Amendment.
Clause type: investment-company-act
 The Company will not become, at any time prior to the expiration of one year after the Closing Date, an open-end investment company, unit investment trust, closed-end investment company or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act.
Clause type: capitalization
 At the Closing, the authorized capital stock of the Company will consist of [•] shares of Common Stock, par value $0.05 per share. As of the close of business on [•], 2009, there were [•] shares of Common Stock issued and outstanding. All such issued and outstanding shares have been duly authorized and validly issued, and are fully paid and non-assessable, and were issued in compliance with all applicable state and federal laws concerning the issuance of securities and all applicable pre-emptive, participation, rights of first refusal and other similar rights.
Clause type: definitions
Except as may otherwise be specified or as the context may otherwise require, the following terms shall have the respective meanings set forth below whenever used herein:
Clause type: termination
The obligations of the Issuer to the Collateral Agent pursuant to this Control Agreement shall continue in effect until the security interests of the Collateral Agent in the Pledged Shares have been terminated pursuant to the terms of the Security Agreement and the Collateral Agent has notified the Issuer of such termination in writing. The Collateral Agent agrees to provide Notice of Termination in substantially the form of Exhibit A hereto to the Issuer upon the request of the Pledgor on or after the termination of the Collateral Agent’s security interest in the Pledged Shares pursuant to the terms of the Security Agreement. The termination of this Control Agreement shall not terminate the Pledged Shares or alter the obligations of the Issuer to the Pledgor pursuant to any other agreement with respect to the Pledged Shares.
Clause type: ownership_of_shares
 The Shareholders owns of record and beneficially all of the issued and outstanding shares of ASH Stock and has, and at all times prior to and as of the Closing, will have, good and marketable title to such shares free and clear of all liens and adverse claims.
Clause type: assignment
Neither party may assign or transfer this Subcontract without the prior written consent of the Commonwealth. If Contractor’s Prime Contract with the Commonwealth is assigned to another contractor, the new contractor must maintain the Small Diverse Business and Small Business Commitment set forth in the Prime Contract as implemented through this Subcontract.
Clause type: base-salary
 The Company (or, at the Company's option, any subsidiary or affiliate thereof) will pay to the Executive an annual base salary of not less than the amount specified as the Initial Base Salary on Annex A, payable semi-monthly. The Executive's base salary shall be reviewed annually by the Compensation and Stock Committee of the Board ("Compensation Committee") and shall be subject to increase at the option and sole discretion of the Compensation Committee.
Clause type: interest
 (i) Interest shall accrue on the Prime Portion outstanding at the end of each day (computed on the basis of a calendar year of 360 days and actual days elapsed) at a fluctuating rate per annum equal to the sum of one-quarter of one percent (1/4%) plus the Base Rate. After the date hereof, the foregoing rate of interest shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Base Rate becomes effective. The Base Rate in effect on the date hereof shall be the Base Rate effective on the opening of business on the date hereof, but if this Agreement is executed on a day that is not a Business Day, the Base Rate in effect on the date hereof shall be the Base Rate effective as of the opening of business on the last Business Day immediately preceding the date hereof.
Clause type: taxes
 Payment of all applicable federal, state, and local taxes shall be the sole responsibility of the CONTRACTOR.
Clause type: ownership_of_shares
 Stockholder (together with Stockholder’s spouse if Stockholder is married and the Shares and Company Compensatory Awards set forth on the signature page hereto opposite such Stockholder’s name constitute community property under Applicable Law) is the beneficial owner of the Shares and Company Compensatory Awards set forth on the signature page hereto opposite such Stockholder’s name, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares), except the restrictions set forth in this Agreement. None of the Shares or Company Compensatory Awards is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares or Company Compensatory Awards (including Shares underlying such Company Compensatory Awards), except as set forth in this Agreement.
Clause type: compensation
 Except as disclosed in the Registration Statement, the Company shall not pay any Insider or Company Affiliate or any of their affiliates any fees or compensation for services rendered to the Company prior to, or in connection with, either this Offering or the Business Combination.
Clause type: whereas
the Sub-Adviser is willing to furnish such services to the Adviser and the Fund;
Clause type: headings
The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.