bhaskrr/legal-clauses huggingface dataset:
Clause type: interest
 The Company promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Company shall pay interest semiannually on June 1 and December 1 of each year, commencing on December 1, 2010. Interest on the Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from May 7, 2010, until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal at the rate borne by the Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. In addition, the Company will pay Registration Default Additional Interest, if any, pursuant to Section 4.05 and Reporting Default Additional Interest, if any, pursuant to Section 6.13 of the Indenture. All references herein to “interest” shall include any Registration Default Additional Interest, if any, and Reporting Default Additional Interest, if any. If any Interest Payment Date, the Maturity Date or any earlier required purchase date upon a Fundamental Change of a Note falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest on such payment will accrue in respect of the delay.
Clause type: esop
 Without the consent of SAIF or its designees on the Board of Directors of the Company, no issuances under plans, agreements, or arrangements providing for the issuance of
Clause type: taxes
 Tenant shall be liable for the timely payment of all taxes levied or assessed against personal property, furniture or fixtures or equipment placed by Tenant in the Leased Premises. If any such taxes for which Tenant is liable are levied or assessed against Landlord or Landlord's property and if Landlord elects to pay the same, or if the assessed value of Landlord's property is increased by inclusion of personal property, furniture or fixtures or equipment placed by Tenant in the Leased Premises, and Landlord elects to pay the taxes based on such increase, Tenant shall pay to Landlord upon demand that part of such taxes for which Tenant is liable hereunder.
Clause type: loans
 All savings account loans secured by an interest in Deposits and loans made by the Branch Offices in connection with automatic loan reserves (i.e., overdraft protection), together with all interest thereon that shall accrue but not be received by Seller on or prior to the Closing Date (the "Loans"). Prior to the Closing Date, Seller shall provide Purchaser with Schedule 2.1(b) which sets forth all Loans.
Clause type: whereas
such investments will be made in reliance upon the provisions of Section 4(2) under the Securities Act of 1933, as amended (the "1933 Act"), Rule 506 of Regulation D, and the rules and regulations promulgated thereunder, and/or upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or all of the investments in Common Stock to be made hereunder; and
Clause type: capitalization
 The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the Registration Statement, the General Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus or pursuant to the exercise of convertible securities or options referred to in the Registration Statement, the General Disclosure Package and the Prospectus).
Clause type: whereas
the Fund is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets, and the Fund has made each such series subject to the Contract (each such series, together with all other series subsequently established by the Fund and made subject to the Contract in accordance with the terms thereof, shall be referred to as a "Portfolio", and, collectively, the "Portfolios"); and
Clause type: taxes
 Except as set forth in Schedule 3.15 hereto:
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of (i) fifteen million (15,000,000) shares of common stock, par value $.01 per share, of which 8,997,105 Shares were issued and outstanding and 72,000 Shares were held in the Company's treasury as of October 31, 1997; (ii) one million (1,000,000) shares of preferred stock, par value $.01 per share, of which none are outstanding or held in the Company's treasury as of October 31, 1997; and (iii) as of October 31, 1997, 777,851 and 136,832 Shares reserved for future issuance pursuant to outstanding stock options and warrants under the Company Stock Option Plans and the Non-Employee Directors' Warrant Plan together with certain other warrant awards, respectively. All of the issued and outstanding capital stock of the Company is validly issued, fully paid and non-assessable. All of the outstanding capital stock of each of the Company's Subsidiaries is owned directly or indirectly by the Company free and clear of all security interests, liens, pledges, claims, charges, escrows, encumbrances, mortgages, indentures or easements (collectively, "LIENS") of any nature, except as disclosed on SCHEDULE 4.03(a).
Clause type: grant
 (a) the Licensor grants, to the extent that it is able to grant such rights, to the Licensee for the Term, a non-exclusive license:
Clause type: compensation
 A. The Employer will continue current practices regarding salary assignments for represented individuals.
Clause type: investment-company-act
 Neither the Company nor any of its Subsidiaries is required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).
Clause type: compensation
 For services rendered by the Executive pursuant to this Agreement, the Company shall pay or award compensation to the Executive as follows:
Clause type: definitions
All terms defined in this Appendix shall have the defined meanings when used in the Basic Documents, unless otherwise defined therein.
Clause type: ownership_of_shares
 The Shareholders are the beneficial and record owners, free and clear of any liens and encumbrances, of whatever kind or nature, of all the shares of CALI of whatever class or series, that the Shareholders have contracted to exchange.
Clause type: headings
Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile copy or electronic transmission of a signature page shall be deemed to be an original signature page.
Clause type: capitalization
 The authorized capital stock of the Company consists of 75,000,000 shares of Company Common Stock and 2,500,000 shares of Preferred Stock, $.01 par value per share ("Company Preferred Stock"), 1,000,000 shares of which have been designated "Series A Preferred Stock". As of November 30, 1998, (i) 16,715,306 shares of Company Common Stock and no shares of Company Preferred Stock were issued and outstanding, (ii) 2,274,140 shares of Company Common Stock were reserved for issuance in connection with the exercise of outstanding options under the Option Plans, (iii) 651,091 shares of Company Common Stock were reserved for issuance in connection with the exercise of currently outstanding warrants ("Warrants") and (iv) 2,159,129 shares of Company Common Stock were reserved for issuance in connection with the conversion of currently outstanding Voting Debt (as defined below). All of the issued and outstanding shares of the Company's capital stock are, and all Shares which may be issued pursuant to the exercise or conversion of outstanding Options, Warrants and Voting Debt will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and free of preemptive or similar rights. Except as disclosed on Schedule 4.2 of the Disclosure Schedule, there are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company issued and outstanding. There are no voting trusts or other agreements or understandings to which the Company is a party with respect to the voting of the capital stock of the Company. Except as disclosed on Schedule 4.2 of the Disclosure Schedule, as of the date hereof there are no, and as of the Expiration Date there will be no, other options, warrants, puts, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued, unissued or treasury shares of the capital stock or any other interest in the ownership or earnings of the Company or other security of the Company obligating the Company to issue or sell any shares of capital stock or Voting Debt of, or other equity interests in, the Company. Except as disclosed on Schedule 4.2 of the Disclosure Schedule, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of t...
Clause type: indemnification
To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and hold the Customer and the State of Florida, its officers, employees, and agents harmless from all fines, claims, assessments, suits, judgments, or damages, including consequential, special, indirect, and punitive damages, including court costs and attorney’s fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret, or intellectual property right or out of any acts, actions, breaches, neglect, or omissions of the Contractor, its employees, agents, subcontractors, assignees, or delegates related to the Contract, as well as for any determination arising out of or related to the Contract that the Contractor or Contractor’s employees, agents, subcontractors, assignees, or delegates are not independent contractors in relation to the Customer. The Contract does not constitute a waiver of sovereign immunity or consent by the Customer or the State of Florida or its subdivisions to suit by third parties. Without limiting this indemnification, the Customer may provide the Contractor (1) written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Contractor’s sole expense, and (3) assistance in defending the action at Contractor’s sole expense.
Clause type: interest
 (i) An amount equal to accrued interest on the WCMA Loan Balance shall be payable by Customer monthly on each Interest Due Date, commencing with the Interest Due Date occurring in the calendar month in which the Activation Date shall occur. Unless otherwise hereafter directed in writing by MLBFS on or after the first to occur of the Maturity Date or the date of termination of the WCMA Line of Credit pursuant to the terms hereof, such interest will be automatically charged to the WCMA Account on the applicable Interest Due Date, and, to the extent not paid with free credit balances or the proceeds of sales of any Money Accounts then in the WCMA Account, as hereafter provided, paid by a WCMA Loan and added to the WCMA Loan Balance. All interest shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days.
Clause type: investment-company-act
 No Consolidated Entity is an "investment company" under the Investment Company Act of 1940, as amended.
Clause type: insurance
(a) Borrower shall obtain and maintain, or cause to be maintained, insurance for Borrower and the Property providing at least the following coverages:
Clause type: interest
 No interest shall accrue or be payable on the balances in a Member’s GP-Related Capital Accounts or Capital Commitment-Related Capital Accounts.
Clause type: investment-company-act
 The Borrower is not an “investment company” or company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940 or an “investment adviser” within the meaning of the Investment Company Act of 1940. The Borrower is not a “covered fund” under the Volcker Rule (Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act).
Clause type: insurance
Section 3.13 of the Seller Disclosure Schedule sets forth a list of all insurance policies and fidelity bonds covering the Purchased Assets, the business and operations of the Business and its employees. There is no claim pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds. All premiums payable under all such policies and bonds have been paid and Seller is otherwise in full compliance with the terms and conditions of all such policies and bonds. Such policies of insurance and bonds (or other policies and bonds providing substantially similar insurance coverage) have been in effect since July 2008 and will remain in full force and effect through the Closing Date. Such policies of insurance and bonds are of the type and in amounts customarily carried by Persons conducting businesses similar to the Business. Seller does not know of any threatened termination of, or premium increase with respect to, any of such policies or bonds.
Clause type: loans
 Subject to the terms and conditions of this Agreement, Lender agrees to make the Revolving Loan, and for a period of five (5) years from the date hereof, to enter into other revolving loan credit facilities with Borrower and Advance funds to Borrower pursuant to such additional credit facilities so long as such additional revolving loan credit facilities: (i) do not violate the terms of the Indenture; (ii) conform to the terms of this Agreement; (iii) are secured by the Collateral; (iv) are secured by a first lien priority on the Collateral pursuant to the terms of the Intercreditor Agreement; and (v) do not exceed $10,000,000 in the aggregate. The outstanding principal balance of all Obligations from time to time may not exceed the lesser of (i) $25,000,000 or the (ii) lesser of (x) the amount of the Borrowing Base available as of a Computation Date, or (y) the Maximum Amount available as of a Computation Date. Each Advance associated with an Obligation will be accompanied by a Draw Request (hereinafter defined), duly tendered as required by Section 2.03 hereof, and accompanied by such documentation as Lender may require. At the time of each Advance made under or pursuant to this Agreement, Borrower shall immediately become indebted to Lender for the amount of such Advance and interest shall accrue on such Advance from the date of the Advance. The form of the promissory note executed to evidence an Advance with regard to any additional Obligation not represented by the Revolving Note shall be conformed to the form of the Revolving Note.
Clause type: headings
Section and other headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.
Clause type: interest
 As to any Residual Certificate, any ownership interest in such Certificate including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial. Pass-Through Rate: For any interest-bearing Class of Certificates, the per annum rate set forth or calculated in the manner described in the Preliminary Statement.
Clause type: interest
 (a) The Holders of any series of Tortoise Notes shall be entitled to receive interest payments on their Tortoise Notes at the Applicable Rate, determined as set forth in paragraph (c) of this Section 2.02, and no more, payable on the respective dates determined as set forth in paragraph (b) of this Section 2.02. Interest on the Outstanding Tortoise Notes of any series issued on the Original Issue Date shall accumulate from the Original Issue Date.
Clause type: whereas
the Purchaser has agreed to purchase an aggregate of 5,333,333 warrants (and up to 600,000 additional redeemable warrants if the underwriter in the Public Offering exercises its option to purchase additional units in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, at a price of $1.50 per warrant, subject to adjustment.
Clause type: headings
The section headings of this Supplemental Indenture are for convenience only and shall not affect the construction hereof.
Clause type: compensation
 The Delaware Trustee shall be entitled to receive the fees specified in the Delaware Trustee Service Fee Schedule, which is attached as Annex B to this Series Instrument.
Clause type: board
 Subsequent to the Closing, the Board of Directors will consist of six (6) directors, three of whom will be appointed by Zohar Zisapel, Yehuda Zisapel and RAD Data Communications Ltd., the fourth will be Amos Amir in his capacity as Managing Director of the Company, and the fifth and the sixth are entitled to be appointed by The Trust Company of Maritime Bank of Israel ("Maritime") and Clal Venture Capital LP ("Clal"). Lannet Data Communications Ltd. ("Lannet") and Finovelec, will have the right to designate one observer each to the Board of Directors. Upon reasonable notice, Lannet will be permitted to change the status of its observer to that of director, in which event the number of directors will be eight (8), Lannet's observer will become the seventh director and Yehuda Zisapel and Zohar Zisapel will be entitled to appoint another director (the eighth).
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company consists of 200,000 shares of Preferred Stock, $0.01 par value per share ("Preferred Stock"), and 15,000,000 shares of Common Stock. As of the date hereof, there are no shares of Preferred Stock issued or outstanding. As of the date hereof, 8,908,621 Shares are issued and outstanding, 521,050 shares of Common Stock are reserved for issuance pursuant to outstanding Company Stock Options, and no shares of Common Stock are held by the Company in its treasury. Except as set forth above, no shares of capital stock or other equity securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Company Stock Option Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Section 4.1(c) of the Disclosure Schedule accurately sets forth the number of Shares issuable upon exercise of each outstanding Company Stock Option, the vesting schedule thereof, and the applicable exercise price with respect to each such Company Stock Option. Except as set forth in Section 4.1(c) of the Disclosure Schedule, the Company has no outstanding option, warrant, subscription or other right, agreement or commitment which either (i) obligates the Company to issue, sell or transfer, repurchase, redeem or otherwise acquire or vote any shares of the capital stock of the Company or (ii) restricts the transfer of Common Stock. Except as set forth in Section 4.l(c) of the Disclosure Schedule, the Company has no outstanding stock appreciation rights, phantom stock or stock equivalents.
Clause type: representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as though then made.
Clause type: taxes
 The Company and Participant intend that (i) the Class C Units be treated as “profits interests” within the meaning of the Code, Treasury Regulations promulgated thereunder, and any published guidance by the Internal Revenue Service with respect thereto, including, without limitation, Internal Revenue Service Revenue Procedure 93-27, as clarified by Internal Revenue Service Revenue Procedure 2001-43, (ii) the issuance of such interests not be a taxable event to the Company or Participant as provided in such Revenue Procedure, and (iii) the LLC Agreement, the Plan and this Agreement be interpreted consistently with such intent. In furtherance of such intent, effective immediately prior to the issuance of the Class C Units, the Company will cause the Gross Asset Value (as defined in the LLC Agreement) of all Company assets to be adjusted to equal their respective gross fair market values, and make the resulting adjustments to the Capital Accounts of the Members, in each case as set forth in the LLC Agreement. The Company may withhold from Participant’s wages, or require Participant to pay to the Company, any applicable withholding or employment taxes resulting from the issuance of the Award hereunder, from the vesting or lapse of any restrictions imposed on the Award, or from the ownership or disposition of the Class C Units.
Clause type: capitalization
 The authorized, issued and outstanding capital stock of the Company as of the date hereof is set forth in the General Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to existing reservations, agreements or employee benefit plans, or pursuant to the exercise of convertible securities or options outstanding on the date hereof or pursuant to any dividend reinvestment plan). All of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company. As of the date hereof, except for 29,957 shares of the Company’s 4.40% Preferred Stock, 99,970 shares of the Company’s 4.50% Preferred Stock, 29,947 shares of the Company’s 4.76% Preferred Stock, 74,912 shares of the Company’s 4.80% Preferred Stock, 64,979 shares of the Company’s 4.96% Preferred Stock, 150,000 shares of the Company’s 6.20% Preferred Stock, and 599,460 shares of the Company’s 6.50% Preferred Stock, all of the issued and outstanding shares of the capital stock of the Company are owned by Alliant Energy Corporation, a Wisconsin corporation (the “Parent”), free and clear of all liens, encumbrances, equities or claims. Immediately prior to the Closing Time, except for 29,957 shares of the Company’s 4.40% Preferred Stock, 99,970 shares of the Company’s 4.50% Preferred Stock, 29,947 shares of the Company’s 4.76% Preferred Stock, 74,912 shares of the Company’s 4.80% Preferred Stock, 64,979 shares of the Company’s 4.96% Preferred Stock, 150,000 shares of the Company’s 6.20% Preferred Stock, and 599,460 shares of the Company’s 6.50% Preferred Stock, all of the issued and outstanding shares of capital stock of the Company will be owned directly by Parent, free and clear of all liens, encumbrances, equities or claims. The Parent is a “holding company” as defined under the Public Utility Holding Company Act of 2005 (the “2005 Act”). The Company is a “subsidiary company” and a “holding company” within the Alliant Energy Corporation “holding company system,” each as defined under the 2005 Act.
Clause type: termination
(a) Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Acquisition and the other transactions contemplated by this Agreement abandoned at any time prior to the Closing: