bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 The authorized capital stock of Orion consists -------------- of 100,000,000 shares of Orion Common Stock and 10,000,000 shares of Preferred Stock, par value $1.00 per share ("Orion Preferred Stock"). As of March 31, 1995, 20,000,000 shares of Orion Common Stock and no shares of Orion Preferred Stock were issued and outstanding. No other capital stock of Orion is authorized or issued. All issued and outstanding shares of capital stock of Orion are validly issued, fully paid and non-assessable and were issued free of preemptive rights and in compliance with applicable federal and state securities laws and regulations. Except as set forth on Schedule 4.2(a), at the date hereof there are not any outstanding rights, subscriptions, warrants, calls, unsatisfied preemptive rights, options or other agreements of any kind to purchase or otherwise receive from Orion any of the outstanding, authorized but unissued, unauthorized or treasury shares of the capital stock or any other security of Orion, and there is no authorized or outstanding security of any kind convertible into or exchangeable for any such capital stock. Since March 31, 1995, Orion has not (i) issued any shares of capital stock or (ii) repurchased any shares of Orion Common Stock.
Clause type: counterparts
This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument.
Clause type: ownership_of_shares
 Seller is the record owner of, and holds valid title to, the Acquired Shares, free and clear of any Encumbrances. Except for this Agreement, there are no agreements, arrangements, warrants, options, puts, calls, rights or other commitments or understandings of any character to which Seller is a party or by which any of its assets are bound and relating to the sale, purchase, redemption, conversion, exchange, registration, voting or transfer of the Acquired Shares.
Clause type: counterparts
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Signatures to this Agreement transmitted by electronic mail in PDF form, or by any other electronic means designed to preserve the original graphic and pictorial appearance of a document (including DocuSign), will be deemed to have the same effect as physical delivery of the paper document bearing the original signatures.
Clause type: payment
 Part 8 of the HHSC Managed Care Contract document, “Payment,” is modified to add the capitation rates for Rate Period 5. xMedicaid STAR HMO PROGRAM Capitation: See Attachment A, “HHSC Uniform Managed Care Contract Terms and Conditions,” Article 10, for a description of the Capitation Rate-setting methodology and the Capitation Payment requirements for the STAR Program. The following Rate Cells and Capitation Rates will apply to Rate Period 5:
Clause type: headings
The descriptive headings used in this Agreement are for convenience of reference only and do not constitute part of this Agreement.
Clause type: miscellaneous
The fact that (i) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter or distributor or agent of or for any Company or of or for any parent or affiliate of any Company, with which an advisory or administration contract, or principal underwriter's or distributor's contract, or transfer, shareholder servicing, custodian or other agency contract may have been or may hereafter be made, or that any such Company, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that (ii) any Company with which an advisory or administration contract or principal underwriter's or distributor's contract, or transfer, shareholder servicing, custodian, or other agency contract may have been or may hereafter be made also has an advisory or administration contract, or principal underwriter's or distributor's contract, or transfer, shareholder servicing, custodian or other agency contract with one or more other companies, or has other business or interests shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders.
Clause type: taxes
 (a) Employee shall be liable for any and all taxes, including withholding taxes, arising out of this grant or the vesting of Shares hereunder. In the event that the Company is required to withhold taxes as a result of the grant or vesting of the Shares, or subsequent sale of the Shares, Employee shall surrender a sufficient number of whole Shares or make a cash payment as necessary to cover all applicable required withholding taxes and required social security contributions at the time the Shares vest and the restrictions on the Shares lapse (or at such other time as required by applicable laws), unless alternative procedures for such payment are established by the Company. Employee will receive a cash refund for any fraction of a surrendered Share not necessary for required withholding taxes and required social security contributions. To the extent that any surrender of Shares or payment of cash or alternative procedure for such payment is insufficient, Employee authorizes the Company, its affiliates and subsidiaries, which are qualified to deduct tax at source, to deduct all applicable required withholding taxes and social security contributions from Employee’s compensation. Employee agrees to pay any amounts that cannot be satisfied from wages or other cash compensation, to the extent permitted by law.
Clause type: termination
(a) Either party may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination which in the case of notice by the Fund shall be not less than ninety (90) days and in the case of notice by the Custodian shall be not less than 270 days after the date of such notice.
Clause type: investment-company-act
 Lessee is not an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 and Lessee is not subject to regulation under any United States federal or State statute or regulation which limits its ability to incur indebtedness.
Clause type: capitalization
 (a) The authorized capital stock of the Parent consists of 54,000,000 shares of Common Stock and 5,000,000 shares of preferred stock. As of the date hereof, after giving effect to the Merger and the consummation of the transactions contemplated hereby, the capitalization of the Parent will be as set forth on Schedule 5.2 hereof. All of the outstanding shares of Common Stock and all of the outstanding shares of Parent’s preferred stock have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of Common Stock or Parent preferred stock were issued in violation of any preemptive rights or is subject to any preemptive rights of any Person. No legend or other reference to any Encumbrance will appear upon any certificate representing the Merger Consideration, except for customary legends with respect to transfer restrictions for restricted securities under federal and state securities Law.
Clause type: investment-company-act
 Both immediately before and after giving effect to this Agreement and the transactions contemplated herein, neither the Company nor any of its Subsidiaries is, or will be required to register as, an “investment company” or an “affiliated person” or “promoter” of, or “principal underwriter” of or for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended.
Clause type: termination
(a) This Sub-Advisory Agreement shall terminate automatically upon its unauthorized assignment (within the meaning of the Act), the termination of the Advisory Agreement or the dissolution of the Fund.
Clause type: representations
and Warranties. The representations and warranties of Company set forth in (i) Section 3.1(a), the first sentence of Section 3.1(c), Section 3.3(a), the second sentence of Section 3.7, Section 3.8(b) and Section 3.20 shall be true and correct in all respects as of the date of this Agreement and as of immediately prior to the Effective Time as though made on and as of such time (except to the extent such representations and warranties speak as of an earlier date, which shall be true and correct in all respects as of that date), (ii) the first sentence of Section 3.1(d), Section 3.2 and the first sentence of Section 3.7 shall be true and correct in all respects as of the date of this Agreement and as of immediately prior to the Effective Time as though made on and as of such time (except to the extent such representations and warranties speak as of an earlier date, which shall be true and correct in all respects as of that date) (other than de minimis inaccuracies) and (iii) Section 3.18 (together with the representations and warranties listed in clauses (i) and (ii) above, the “Company Fundamental Representations”) shall be true and correct in all material respects as of the date of this Agreement and as of immediately prior to the Effective Time as though made on and as of such time. All other representations and warranties of Company set forth in this Agreement (read without giving effect to any qualification or limitation as to materiality set forth in such representations or warranties, including those indicated by the words “Company Material Adverse Effect,” “in all material respects,” “in any material respect,” “material” or “materially,” but, in each case, after giving effect to the lead-in to Article III) shall be true and correct in all respects as of the date of this Agreement and as of immediately prior to the Effective Time as though made on and as of such time (except to the extent such representations and warranties speak as of an earlier date, which shall be true and correct in all respects as of that date), except where the failure or failures of such representations and warranties to be so true and correct, has not had and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect.
Clause type: investments
 (a) Directly or indirectly acquire or own, or make any Investment in or to any Person, or permit any of its Subsidiaries to do so, other than Permitted Investments or maintain or invest any of its property consisting of deposit accounts, securities accounts, certificates of deposit, money market accounts or other similar financial accounts with a Person other than Bank or Bank’s Affiliates or permit any Subsidiary to do so unless, to the extent required by Section 6.6, such Person has entered into a control agreement with Bank, in form and substance reasonably satisfactory to Bank.
Clause type: headings
The headings of the Articles and Sections of this Debenture are inserted for convenience only and do not constitute a part of this Debenture.
Clause type: investments
 The Master Issuer shall not, and shall not permit any other Securitization Entity to, make, incur, or suffer to exist any loan, advance, extension of credit or other Investment if such Investment when made on behalf of any Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement, other than (a) Investments in the Accounts and Eligible Investments, (b) any Franchisee Note, (c) Investments in any other Securitization Entity, (d) loans or advances by the Franchise Holder or any Additional Securitization Entity to any Non-Securitization Entity in accordance with Section 8.24(a)(ii) using funds on deposit in the Franchisor Capital Account, (e) the transactions described in the proviso to Section 8.24(a)(vi), (f) guarantees with respect to operating leases and product volumes and (g) guarantees for the benefit of Franchisees of Indebtedness in an aggregate principal amount at any time outstanding of up to the greater of (x) $20,000,000 and (y) 5.0% of the Net Cash Flow for the preceding four (4) Quarterly Collection Periods most recently ended as of such date and for which financial statements have been prepared.
Clause type: ownership_of_shares
 Welter is the registered holder and beneficial owner of the Twin Star Shares with good and marketable title thereto, free and clear of all Liens.
Clause type: confidentiality
The Adviser agrees to treat all records and other information relating to the Trust and the securities holdings of the Funds as confidential and shall not disclose any such records or information to any other person unless (i) the Board of Trustees of the Trust has approved the disclosure or (ii) such disclosure is compelled by law. In addition, the Adviser and the Adviser's officers, directors and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of the Fund, as a result of disclosing the Fund's portfolio holdings. The Adviser agrees that, consistent with the Adviser's Code of Ethics, neither the Adviser nor the Adviser's officers, directors, members or employees may engage in personal securities transactions based on nonpublic information about a Fund's portfolio holdings.
Clause type: miscellaneous
(a) This Agreement is executed and delivered in the State of Missouri and shall be governed by the laws of such state.
Clause type: loans
 (a) Instead of making a Capital Call under Section 4.1, the Management Committee by notice in writing (the “Loan Notice”) submitted to the Partners may request the Partners to lend funds to the Partnership at such times, in such amounts and under such terms and conditions as the Management Committee shall determine; provided, however, that the Management Committee shall not issue any such Loan Notice to the extent that incurring any such loan would breach or violate any financing or other agreement of the Partnership.
Clause type: governing
Law. This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law, without regard to principles of conflicts of law.
Clause type: whereas
the Fund has obtained an order from the Securities and Exchange Commission, dated September 17, 1986 (File No. 812-6422), granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter the "1940 Act") and Rules 6e-2(b) (15) and 6e-3(T) (b) (15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (hereinafter the "Shared Funding Exemptive Order"); and
Clause type: headings
The headings of sections and paragraphs and the Table of Contents contained in this Agreement are provided for convenience only. They form no part of this Agreement and shall not affect its construction or interpretation.
Clause type: assignment
The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company. The Executive may not assign his rights and obligations under this Agreement.
Clause type: capitalization
 The authorized capital stock of ATI consists of 1,000,000 shares of common stock, no par value per share, of which 1,000 shares are issued and outstanding, and zero shares of preferred stock, no par value, none of which are issued or outstanding. All of the outstanding shares of the capital stock of ATI are validly issued, fully paid and nonassessable, and have been issued in full compliance with all applicable federal, state, local and foreign securities laws and other laws.
Clause type: severability
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term.
Clause type: capitalization
 As of the date hereof, the authorized capital stock of NMB consists of (a) 10,000,000 shares of Common Stock, of which, as of October 31, 2002 (i) 1,648,157 shares were issued and outstanding, (ii) 610,034 shares were reserved for issuance under NMB's stock plans, (iii) 245,227 shares were reserved for issuance upon exercise of outstanding warrants; (iv) 1,491,570 shares were reserved for issuance upon conversion of NMB's Series A Noncumulative Perpetual Convertible Preferred Stock (the "SERIES A PREFERRED") which was outstanding on October 31, 2002; (v) 178,200 shares were reserved for issuance upon conversion of Series A Preferred which may be issued upon exercise of outstanding warrants: (vi) 152,664 shares were reserved for issuance upon conversion of NMB's Series B Convertible Perpetual Preferred Stock (the "SERIES B PREFERRED"); and (vii) 746,000 shares were reserved for issuance in exchange for Series A Preferred Stock of South Bay Bank, N.A. ("SOUTH BAY BANK PREFERRED") and (b) 1,000,000 shares of Preferred Stock (i) 990,000 of which have been designated Series A Preferred, of which, as of October 31, 2002, (A) 745,785 shares were issued and outstanding, and (B) 89,100 shares were reserved for issuance upon exercise of warrants; and (ii) 1,000 of which have been designated as Series B Preferred, all of which are issued and outstanding. There are no outstanding options, warrants, rights to subscribe to purchase from the Company, or securities or rights convertible into, exercisable for or exchangeable for any capital stock of the Company, or any arrangement by which the Company is or may become bound to issue additional shares of capital stock except (i) with respect to the shares of Common Stock and Preferred Stock described in the preceding sentence; (ii) additional shares of Common Stock which may be issuable upon conversion of the Series B Preferred as the liquidation amount of the Series B Preferred increases; (iii) additional shares of Common Stock which may be issuable in exchange for the South Bay Bank Preferred as a result of changes in the fully diluted book value of the Company; and (iv) shares of Common Stock which may be issuable in certain circumstances if dividends are not paid on the South Bay Bank Preferred.
Clause type: loans
 No loans may be made by the Company to the Sponsor, Advisor, Director or any Affiliate thereof except that loans may be made to wholly owned subsidiaries of the Company. Notwithstanding the foregoing, subject to the Excess Expense Guidelines, the Company may advance funds to the Advisor for expenses the Advisor anticipates will be incurred by the Advisor within the current month and any such advances shall be deducted from the amounts reimbursed by the Company to the Advisor. The Company may not borrow money from the Sponsor, Advisor, Director or any Affiliate thereof, unless a majority of Directors (including a majority of Independent Directors) not otherwise interested in such transactions, approve the transaction as being fair, competitive and commercially reasonable and no less favorable to the Company than loans between unaffiliated parties under the same circumstances.
Clause type: grant
 The Company hereby grants to the Grantee an award of Restricted Stock Units (“RSUs”) in the amount set forth above, subject to, and in accordance with, the restrictions, terms, and conditions set forth in this Agreement and the Plan. The grant date of this award of RSUs is set forth above (the “Date of Grant”).
Clause type: now
THEREFORE in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent, Merger Sub and the Company hereby agree as follows:
Clause type: termination
Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time, without payment of any penalty:
Clause type: confidentiality
Each of the Agent and the Lenders agrees that any Information (as defined below) delivered or made available to it shall (i) be kept confidential, (ii) be used solely in connection with evaluating, approving, structuring, administering or enforcing the credit facility contemplated hereby and (iii) not be provided to any other Person; provided that nothing in clauses (i) and (iii) above shall prevent the Agent or any Lender from disclosing such information (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives in connection herewith (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by, or required to be disclosed to, any rating agency, or regulatory or similar authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies under this Agreement or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, Participant or proposed Participant or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower, (h) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information customarily found in such publications, or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower, its Affiliates or any of the foregoing’s, employees, officers, equityholders, directors, attorneys, partners or agents and which ...