bhaskrr/legal-clauses huggingface dataset:
Clause type: ownership_of_shares
 Newlook is sole beneficial and record owner of (i) the 4,192,900 Series A Preferred Shares; (ii) the Series A Warrants to purchase 5,000,000 shares of the common stock of Wireless Age; and (iii) the Series B Warrants to purchase 5,000,000 shares of the common stock to be transferred and cancelled hereby (the “Newlook Securities”), and has good and marketable title to the Newlook Securities, free and clear of all Liens. No other Person has any right, title or interest in the Newlook Securities, contingent or otherwise, or any option or other right to acquire the Newlook Securities or claim any direct or indirect interest in the Newlook Securities (including but not limited to Barron). The Newlook Securities are not subject of any domestic consent decree or domestic relations order.
Clause type: now
THEREFORE in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Clause type: base-salary
 During the Employment Period, the Executive shall receive, at such intervals and in accordance with such Company policies as may be in effect from time to time, an annual salary (pro rata for any partial year) equal to $275,000, payable in equal installments no less often than monthly (the "Annual Base Salary"), which Annual Base Salary shall be subject to appropriate increase, as determined by the sole discretion of the Board of Directors of the Company.
Clause type: confidentiality
Each Lender agrees to hold any confidential information which it may receive from the Borrower pursuant to this Agreement in confidence, except for disclosure (i) to its Affiliates and to other Lenders and their respective Affiliates, (ii) to legal counsel, accountants, and other professional advisors to such Lender or to a Transferee, (iii) to regulatory officials, (iv) to any Person as requested pursuant to or as required by law, regulation, or legal process, (v) to any Person in connection with any legal proceeding to which such Lender is a party, (vi) to such Lender's direct or indirect contractual counterparties in swap agreements or to legal counsel, accountants and other professional advisors to such counterparties, and (vii) permitted by Section 12.4.
Clause type: investments
 Make any Investments other than (i) Investments by the Company in any Restricted Subsidiary; (ii) extensions of trade credit made in the ordinary course of business on customary credit terms and commission, travel and similar advances made to officers and employees in the ordinary course of business; (iii) Investments in commercial paper of any United States issuer having the highest rating then given by Moody's Investors Service, Inc., or Standard & Poor's Corporation, direct obligations of and obligations fully guaranteed by the United States of America or any agency or instrumentality thereof, or certificates of deposit of any commercial bank which is a member of the Federal Reserve System and which has capital, surplus and undivided profit (as shown on its most recently published statement of condition) aggregating not less than $100,000,000, provided, however, that each of the foregoing Investments has a maturity date not later than one year after the acquisition thereof by the Company or any of its Restricted Subsidiaries; (iv) Investments in joint venture or similar arrangements, exclusive of Investments described in subsection (iii) above, and (except for loans and advances of credit) Unrestricted Subsidiaries in which the aggregate of all such Investments does not exceed, at any one time outstanding, an amount equal to 10% of Consolidated Tangible Assets; (v) those Investments described in Schedule 5.2(k) hereto, having the same terms as existing on the date of this Agreement, but no extension or renewal thereof shall be permitted; (vi) redemptions of the minority interest owned on the Effective Date by Martin H. Bart in NWS Illinois, LLC; and (vii) Investments permitted under Section 5.2(e).
Clause type: confidentiality
Agent and each Lender agree to use commercially reasonable efforts (equivalent to the efforts Agent or such Lender applies to maintain the confidentiality of its own confidential information) to maintain as confidential all confidential information provided to them by any Credit Party and designated as confidential for a period of two (2) years following receipt thereof, except that Agent and each Lender may disclose such information (a) to Persons employed or engaged by Agent or such Lender; (b) to any bona fide assignee or participant or potential assignee or participant that has agreed to comply with the covenant contained in this Section 11.8 (and any such bona fide assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any Governmental Authority or reasonably believed by Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, in the opinion of Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection with any Litigation to which Agent or such Lender is a party; or (f) that ceases to be confidential through no fault of Agent or any Lender.
Clause type: counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original.
Clause type: now
THEREFORE in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Subsidiary Guarantors, the Company, the Existing Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:
Clause type: headings
The Section headings have been included for convenience only, are not part of this Agreement, and are not to be used to interpret any provision hereof.
Clause type: capitalization
 (a) As of the date hereof, the authorized capital stock of the Company consists of an aggregate of 40,000,000 shares of Company Common Stock, par value $0.001 per share and 10,000,000 shares of preferred stock, par value $0.001 per share ("Company Preferred Stock" and together with Company Common Stock, "Company Stock"). As of the date hereof, there are, and at the Closing Date there will be, approximately 1,200,000 shares of Company Common Stock issued and outstanding and no shares of Company Stock held in the treasury of the Company. The issued and outstanding shares of Company Stock are owned by the Persons and in the numbers specified in Schedule 6.2 of the Company Disclosure Schedule. As of the date hereof, there are (i) no shares of Company Preferred Stock issued and outstanding, and (ii) no outstanding options, warrants or other rights to acquire shares of Company Stock. All issued and outstanding shares of Company Common Stock are duly authorized and validly issued, and fully paid and no assessment has been made on such shares. The authorized but unissued shares of Company Stock are not subject to any preemptive rights. The Company does not have, nor is it bound by, any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of the Company or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such shares. None of the outstanding equity securities or other securities of the Company was issued in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any other Legal Requirement (as defined herein above). There are no outstanding obligations of the Company to register under the Securities Act any shares of its capital stock or to include in any registration of its capital stock shares held by others.
Clause type: headings
The headings are intended only for convenience in finding the subject matter and do not constitute part of the text of this Agreement and shall not be considered in the interpretation of this Agreement.
Clause type: entire
Agreement. This Agreement contains the entire agreement between the Parties and supersedes all prior agreements, arrangements, and understandings, written or oral, between the Parties relating to the subject matter of this Agreement.
Clause type: definitions
As used in this Schedule D, the following terms shall have the meanings set forth below, unless the context otherwise requires:
Clause type: loans
 (a) Subject to the terms and conditions hereof, each Lender severally agrees during the Commitment Period to make revolving credit loans to one or more of the Permitted Borrowers in the respective applicable Core Currencies (each a “Revolving Loan” and, as the context may require, collectively with all other Revolving Loans of such Lender and with the Revolving Loans of all other Lenders, the “Revolving Loans”), provided that immediately after giving effect thereto: (i) the Aggregate Credit Exposure shall not exceed the Aggregate Commitments, (ii) the Aggregate Core Currency Credit Exposure shall not exceed the Aggregate Core Currency Commitments, and (iii) with respect to each Lender, (x) the aggregate principal amount of all Revolving Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent for each outstanding Alternate Core Currency Revolving Loan), plus (y) the SL/LC Credit Exposure of such Lender, shall not exceed such Lender’s Core Currency Commitment. Subject to the terms and conditions hereof, Revolving Loans shall be Core Currency Advances or, at the option of the applicable Borrower, solely with respect to Revolving Loans in Dollars, ABR Advances. The Revolving Loans, together with all accrued and unpaid interest thereon, shall mature and be due and payable in the applicable Currency on the Maturity Date.
Clause type: assignment
Subject to the provisions and exceptions set forth in Section 5.4 hereof, this Deposit Agreement may not be assigned by either the Company or the Depositary.
Clause type: loans
 Seller represents and warrants as to each Loan that, except as may be set forth in the Disclosure Schedule:
Clause type: compensation
 For all services rendered by Employee under this ------------ Agreement during the term thereof, Employer shall pay Employee the following compensation:
Clause type: capitalization
 Except for conversion rights associated with the Borrower’s Class B common stock, conversion rights and Equity Rights associated with the CBI Preferred Stock, purchase rights and options associated with Stock Based Plans and as disclosed in Schedule IV, as of the Effective Date there are no outstanding Equity Rights with respect to the Borrower. As of the Effective Date, except Stock Based Plans, there are no outstanding obligations of the Borrower or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any shares of capital stock of the Borrower nor are there any outstanding obligations of the Borrower or any of its Subsidiaries to make payments to any Person, such as “phantom stock” payments, where the amount thereof is calculated with reference to the fair market value or equity value of the Borrower or any Subsidiary. The Borrower has heretofore delivered to the Administrative Agent a complete and correct copy of each Stock Based Plans specified on Schedule IV (as in effect as of the Effective Date).
Clause type: investment-company-act
 Neither the Company nor the Invesco PPIP Fund (as defined in the General Disclosure Package) is an “investment company” as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”) or an entity controlled by an investment company. After giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the General Disclosure Package, neither the Company nor the Invesco PPIP Fund is an investment company or an entity controlled by an investment company.
Clause type: ownership_of_shares
 (i) Such Stockholder is the record or beneficial owner of that number and class of Shares set forth opposite such Stockholder's name on Exhibit A --------- attached hereto and such Shares constitute all of the outstanding shares of Class B Common Stock Class C Common Stock or Class D Common Stock owned of record or beneficially by such Stockholder.
Clause type: vesting
 Subject to earlier vesting under Section 8, one-fifth of the Options shall vest on each of the first, second, third, fourth and fifth anniversary of the Start Date; provided the Executive is still employed by the AE Companies on the applicable vesting date. Upon the occurrence of a Change in Control (as defined in Section 7(c)(iii)), all of the Options shall become immediately vested.
Clause type: dividends
 Except as disclosed in the Relevant Public Filings, none of the Subsidiaries is currently prohibited, directly or indirectly, from paying any dividends or other distributions to the Company, from making any other distribution on its equity interest, or from transferring any of its property or assets to the Company; provided that certain PRC subsidiary is required to obtain prior approval from relevant financing institution pursuant to the financing agreements between such PRC subsidiary and such financing institution.
Clause type: investments
 As to any Person, any direct or indirect acquisition or investment by such Person relating to (i) the purchase or other acquisition of capital stock or other securities of another Person, (ii) a loan, advance or capital contribution to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor guarantees Indebtedness of such other Person, or (iii) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. In determining the aggregate amount of Investments outstanding at any particular time: (a) the amount of any Investment represented by a guaranty or secured by a letter of credit shall be taken at not less than the principal amount of the obligations guaranteed or secured by such letter of credit and still outstanding; (b) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (c) there shall be deducted in respect of each such Investment any amount received as a return of capital; (d) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (b) may be deducted when paid; and (e) there shall not be deducted from the aggregate amount of Investments any decrease in the value thereof.
Clause type: definitions
For purposes of this Exhibit A defined terms used herein shall have the meaning assigned to such terms in the Distribution Agreement and the following terms shall have the following meanings:
Clause type: base-salary
 From the date of closing of the registered initial public offering of the stock of the Company (the “IPO Date”) and continuing during the Employment Period, the Executive shall receive an annualized base salary (“Annual Base Salary”) in the amount of at least $450,000, payable pursuant to the Company’s normal payroll practices; provided, however, that the Executive’s Annual Base Salary shall be reviewed annually after the Initial Term by the Compensation Committee of the Board (the “Committee”) pursuant to its normal performance review policies for senior executives and shall be subject to increase or decrease as a result thereof. Promptly following the Effective Date, the Company shall pay to the Executive a lump sum in cash equal to (x) the Annual Base Salary payable from the IPO Date through the Effective Date minus (y) the amount of base salary actually paid to the Executive during such period. The term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as in effect from time to time, including any adjustments.
Clause type: board
 On any matter calling for authorization, ------------------ approval, decision, determination or other action of the Board of Directors under the provisions of this Agreement, Collier's vote as a director shall not be counted.
Clause type: insurance
The Company may purchase and maintain insurance on behalf of the Indemnitees against any liability asserted against them and incurred by them in such capacity, or arising out of their status as Indemnitees, whether or not the Company would have the power to indemnify them against such liability under this Article VI.
Clause type: base-salary
 During the term of this Employment Agreement, Employee' yearly base salary shall be not less than $135,000 US (paid bi-weekly), which yearly base salary shall be payable from the Company's Houston offices to Employee in accordance with the Company's standard payroll practices and policies, and shall be subject to such withholdings as required by U.S. Federal law and the State of Texas, or as otherwise permissible under such practices or policies. Base salary for any partial period of employment shall be prorated. The Company shall annually review Employee's base salary.
Clause type: whereas
pursuant to 12 U.S.C. Section 1823(c)(2)(A), the Corporation may provide assistance to the Assuming Bank to facilitate the transactions contemplated by this Agreement, which assistance may include indemnification pursuant to Article XII; and
Clause type: base-salary
 During the Term, the Executive shall be entitled to an annual base salary of $425,000, subject to increase as of each January 1 if so determined by the Compensation Committee. The Executive’s base salary, as from time to time increased in accordance with this Section 6(a), is hereafter referred to as “Base Salary.” The Base Salary shall be paid in equal installments pursuant to the Company’s customary payroll policies and procedures in force at the time of payment, but in no event less frequently than monthly.
Clause type: ownership_of_shares
 As of the date of this Agreement, Parent and its Subsidiaries collectively beneficially own 24,575,501 Shares in the aggregate.
Clause type: compensation
 The Manager’s Compensation. For the services to be rendered and the facilities to be furnished by the Manager as provided for in this Agreement, the Trust will compensate the Manager as the Trust and the Manager may from time to time agree.
Clause type: payment
 7.1 Within thirty (30) Days following the Effective Date, the Company shall invoice Customer for an initial prepayment of One Hundred Fifteen Thousand Dollars ($115,000) ("Initial Prepayment") and Customer shall pay the Initial Prepayment to Company within five (5) Days of the invoice due date. Company shall not commence Work under this Agreement prior to receiving the Initial Prepayment.
Clause type: taxes
 The Company will pay any and all documentary, stamp, transfer or similar taxes that may be payable in respect of the transfer and delivery of ADSs (or Reported Securities) pursuant hereto; provided, however, that the Company shall not be required to pay any such tax which may be payable in respect of any transfer involved in the delivery of ADSs (or Reported Securities) in a name other than that in which the Notes so exchanged were registered, and no such transfer or delivery shall be made unless and until the person requesting such transfer has paid to the Company the amount of any such tax, or has established, to the satisfaction of the Company, that such tax has been paid.
Clause type: dividends
 (a) So long as any shares of the Series B Preferred Stock remain outstanding, if the Company declares any dividend or distribution of cash, securities (including rights, warrants, options or evidences of indebtedness) or properties or assets other than shares of Common Stock to be paid from time to time out of any assets legally available for such payment (to the extent dividends or distributions consist of shares of Common Stock an adjustment will be made pursuant to Section 6(a) hereof), then the Company shall simultaneously declare a dividend or distribution on shares of Series B Preferred Stock in the amount of dividends or distributions that would be made with respect to shares of Series B Preferred Stock if such shares were converted into shares of Common Stock on the record date for such dividend or distribution (regardless of whether or not actual conversion at such time would be permissible under Section 4 hereof). No dividend or distribution shall be payable to holders of shares of Common Stock unless the full dividends or distributions contemplated by this Section are paid at the same time in respect of the Series B Preferred Stock.
Clause type: definitions
In addition to the terms which are defined elsewhere in this Agreement, the following terms have the meanings indicated for the purposes of this Agreement:
Clause type: interest
 (a) The Loans comprising each Base Rate Borrowing (including each Swingline Loan) shall bear interest at the Base Rate in effect from time to time plus the Applicable Rate.
Clause type: loans
 Subject to the limitations set forth in Section 4.6 and with the prior approval of a Majority Interest, a Member may lend money to and transact other business with the Company; provided that the terms of such loan are no less favorable to the Company than those that could reasonably be obtained by the Company in an arms-length transaction negotiated with an unrelated third party. Any permitted loan to the Company made by a Member shall not entitle the lending Member to any greater share of Company distributions or subject the lending Member to any greater proportionate allocation of Company Income or Losses. The amount of any such loan or advance shall be a debt owed by the Company to the lending Member on the terms agreed to by the Managers. Subject to other applicable law, such Member has the same rights and obligations with respect thereto as a Person who is not a Member.
Clause type: assignment
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties, in whole or in part, without the prior written consent of the other Parties, and any attempt to make any such assignment without such consent shall be null and void; provided, that that Armada may transfer or assign its rights, interests and obligations under this Agreement, in whole or in part, to any Person after the Closing Date; provided, that any such transfer or assignment shall not relieve Armada of its obligations hereunder. This Agreement will bind, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.