bhaskrr/legal-clauses huggingface dataset:
Clause type: board
 Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the directors shall be divided into three classes designated as Class I, Class II and Class III, respectively. The Board of Directors is authorized to assign members of the Board of Directors already in office to such classes at the time the classification becomes effective. At the first annual meeting of stockholders following the initial classification of the Board of Directors, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following such initial classification, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following such initial classification, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. Notwithstanding the foregoing provisions of this section, each director shall serve until his successor is duly elected and qualified or until his earlier death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
Clause type: interest
 Navios Maritime Holdings Inc., a Marshall Islands corporation, and Navios Maritime Finance II (US) Inc., a Delaware Corporation, as co-issuers, (the “Co-Issuers”), jointly and severally promise to pay interest on the principal amount of this Note at 11.25% per annum from November 21, 2017 until maturity. The Co-Issuers shall pay interest semi-annually in arrears on February 15 and August 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”), commencing February 15, 2018. Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance. The Co-Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand to the extent lawful at the interest rate applicable to the Notes; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, if any (in each case without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: ownership_of_shares
 The Stockholders are the lawful sole owners, beneficially and of record, of all of the issued and outstanding shares of Nance Stock and such stock is free and clear of all Liens. The ownership of Nance Stock by the Stockholders is as set forth in Schedule 3.01 hereto.
Clause type: compensation
 The Adviser shall pay to the Subadviser, for the services rendered hereunder, the fees set forth in Exhibit A attached hereto.
Clause type: dividends
 Subject to provisions of law and the certificate of incorporation of the Corporation, dividends may be declared by the board of directors at any regular or special meeting and may be paid in cash, in property, or in shares of stock of the Corporation. Such declaration and payment shall be at the discretion of the board of directors.
Clause type: compensation
 (a) As compensation for the services to be rendered by Employee for the Company under this Agreement, the Company shall pay Employee during the Employment Period an annual salary of $225,000.00 (“Base Pay”), which amount may be adjusted upward by the Management of the Company, in its sole discretion, from time to time. Such annual salary shall be earned and payable periodically in equal installments in accordance with the Company’s normal payroll practices, including applicable deductions and withholdings. Base Pay will be subject to annual review pursuant to the Company’s normal review policy for other similarly situated Employees of the Company and any changes in Base Pay will be communicated in writing to Employee.
Clause type: representations
and Warranties. Each Pledgor represents and warrants as follows:
Clause type: dividends
 (i) Beginning on the Issue Date, the Holders shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available therefor, dividends on each share of Series A-3 Convertible Preferred at the higher of (x) a rate per annum equal to 12% of the Issue Price and (y) the aggregate cash dividends per share paid on the Class A Common Stock from (A) the later of the Issue Date or the date of the last payment of a cash dividend on the Class A Common Stock to (B) the date of such determination, multiplied by the number of shares of Class A Common Stock into which each share of Series A-3 Convertible Preferred is convertible. All dividends shall accrue and be cumulative, whether or not earned or declared, on a quarterly basis, in arrears, from the Issue Date, but shall be payable only at such time or times as may be fixed by the Board of Directors or as otherwise provided herein and shall not compound. Dividends shall be payable to those Holders who are Holders on such dates as the Board of Directors may determine with respect to such dividends. Dividends shall cease to accrue and accumulate in respect of shares of the Series A-3 Convertible Preferred on the date of conversion of such shares or the date of the redemption of such shares unless the Corporation shall have failed to pay or make available for payment the relevant redemption price on the date fixed for redemption.
Clause type: interest
 The unpaid principal balance from time to time outstanding hereunder shall bear interest from the date disbursed until paid in full at a fixed rate of five percent (5%) per annum. Any amount of principal of or interest on this Note which is not paid when due shall bear interest at the Default Rate (hereinafter defined) from the due date thereof until the same is paid. “Default Rate” means a rate of eighteen (18%) per annum, or such lesser rate equal to the highest rate permitted by applicable law. Interest will be calculated on this Note from and including its original issuance date on the basis of a 360-day year consisting of twelve 30 day months.
Clause type: now
THEREFORE in consideration of the mutual conditions and agreements set forth in the Agreement and this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
Clause type: capitalization
 (a) The authorized capital stock of PalEx consists of (i) 30,000,000 shares of PalEx Common Stock, of which 1,071,389 shares were outstanding as of December 20, 1996, and (ii) 5,000,000 shares of preferred stock, par value $.01 per share, none of which was issued and outstanding as of December 20, 1996. All of the issued and outstanding shares of PalEx Common Stock are validly issued and are fully paid, nonassessable and free of preemptive rights.
Clause type: investments
 The Administrative Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly make or maintain any Investment except for:
Clause type: assignment
All of the terms, provisions and conditions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assigns.
Clause type: vesting
 The Option Holder may not purchase any shares by exercise of this Option or the SAR prior to the six-month anniversary of the Grant Date (the “Initial Vesting Date”). The shares subject to this Option and the SAR shall become exercisable in four (4), equal annual installments, the first of which shall vest on the Initial Vesting Date, and the remainder of which shall vest on the first, second and third anniversaries of the Initial Vesting Date, respectively. Subject to early termination under Section 5 or the terms of the Plan and no later than the Expiration Date, the Option Holder may purchase all or any part (subject to the limitations of Section 3) of the shares subject to this Option which are currently exercisable, or such lesser number of shares as may be available through the exercise of the SAR. The total number of shares subject to the Option and the number of shares subject to the Option which are currently exercisable by the Option Holder each shall be reduced by the number of shares previously acquired by the Option Holder pursuant to this Agreement.
Clause type: financing
 (a) Subject to the terms and conditions of this Agreement, unless otherwise agreed, each of Parent and Merger Sub will not permit any assignment of, any material amendment or modification to be made to, or any waiver of any material provision or remedy pursuant to the Financing Letters if such assignment, amendment, modification or waiver would, or would be reasonably expected to: (i) reduce the aggregate amount of the Debt Financing, including by changing the amount of fees to be paid or original issue discount of the Debt Financings (unless the Equity Financing is increased by a corresponding amount or Alternate Debt Financing that complies with Section 6.15(b) has been made available in a corresponding amount); (ii) adversely impact in any material respect the ability of the Company (as a third party beneficiary of the Equity Commitment Letter), Parent or Purchaser to enforce its respective rights against the other parties to the Financing Letters or the definitive agreements with respect thereto; or (iii) prevent or materially delay the consummation of the Financing or the consummation of the Offer or the Merger.
Clause type: insurance
Schedule 3.13 contains a true, complete and correct list (including the names and addresses of the insurers, the names of the Persons if other than Company to whom such insurance policies have been issued, the expiration dates thereof, the annual premiums and payment terms thereof, whether it is a “claims made” or an “occurrence” policy and a brief identification of the nature of the policy) of all liability, property, workers’ compensation or comparable insurance and other insurance policies currently in effect that insure Company and the property, assets, including without limitation the Real Property, included in the Business. Each such insurance policy is valid and binding and in full force and effect, all premiums due thereunder have been paid and Company has not received any notice of cancellation or termination in respect of any such policy or default thereunder. Company believes such insurance policies, in light of the nature of the Business are in amounts and have coverage that are reasonable and customary for Persons engaged in such business and having such assets and properties. Company has not received notice that any insurer under any policy referred to in this Section 3.13 is denying liability with respect to a claim thereunder or defending under a reservation of rights clause. Except as set forth on Schedule 3.13, within the last two (2) years, Company has not filed for any claims exceeding $50,000 against any of their insurance policies. Company has not received written notice from any of its insurance carriers or brokers that any premiums will be materially increased in the future, and does not have any reason to believe that any insurance coverage listed on Schedule 3.13 will not be available in the future to LuxCo on substantially the same terms as now in effect.
Clause type: notices
All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the addresses set forth on the signature pages attached hereto (or at such other addresses as shall be specified by notice given in accordance with this Section 3.5).
Clause type: assignment
None of the parties hereto may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other parties; provided that, without the consent of either the Trustee or the Voting Consultant, the Purchaser may assign its rights and obligations under this Agreement (i) to an Affiliate, (ii) to a successor entity following a consolidation, amalgamation with, or merger with or into or (iii) to a transferee that acquires all or substantially all of the Purchaser’s assets. Any assignment other than in accordance with this section shall be void.
Clause type: ownership_of_shares
 Company Stockholder Beneficially Owns its Voting Shares free and clear of all Encumbrances. Except pursuant hereto and pursuant to (i) that certain Second Amended and Restated Voting Agreement, dated as of December 11, 2015, by and among the Company, Company Stockholder and the other stockholders of the Company party thereto (the “Original Voting Agreement”), (ii) that certain Second Amended and Restated Right of Refusal and Co-Sale Agreement, dated as of December 11, 2015, by and among the Company, Company Stockholder and the other stockholders of the Company party thereto (the “Co-Sale Agreement”), and (iii) that certain Sixth Amended and Restated Investors’ Rights Agreement, dated as of December 11, 2015, by and among the Company, Company Stockholder and the other stockholders of the Company party thereto (the “Investors’ Rights Agreement”), there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Company Stockholder is a party relating to the pledge, acquisition, disposition, transfer or voting of Voting Shares and there are no voting trusts or voting agreements with respect to the Voting Shares. Company Stockholder does not Beneficially Own (i) any Voting Shares other than the Voting Shares set forth on Annex A and (ii) any options, warrants or other rights to acquire any additional shares of Company Common Stock or Company Preferred Stock or any security exercisable for or convertible into shares of Company Common Stock or Company Preferred Stock, other than as set forth on Annex A (collectively, “Options”).
Clause type: base-salary
 During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”) of no less than the amount set forth on Exhibit A. The Annual Base Salary shall be reviewed no less frequently than annually in accordance with the policies of the Company and may be increased (but not decreased). If the Executive’s Annual Base Salary is increased, the increased amount shall be the Annual Base Salary for the remainder of the Employment Period. The Annual Base Salary shall be payable in installments, consistent with the Company’s payroll procedures in effect from time to time, provided that such installments shall be no less frequent than monthly.
Clause type: grant_of_option
 The Committee hereby grants Participant an option to purchase from the Company, during the period specified in Section 2 of this Agreement, a total of ___ shares of Stock, at the purchase price of $_______ per share (the “Purchase Price”), in accordance with the terms and conditions stated in this Agreement. The shares of Stock subject to the option granted hereby are referred to below as the “Shares,” and the option to purchase such Shares is referred to below as the “Option”.
Clause type: headings
Any table of contents and paragraph headings in this Agreement are for convenience of reference only and shall not be considered or referred to in resolving questions of interpretation.
Clause type: interest
 The Member shall not receive interest on its contributions to the capital of the Company.
Clause type: definitions
For purposes of this Agreement, the following terms shall have the meanings specified:
Clause type: capitalization
 The authorized capital stock of A consists of (a) 22,483,750 shares of A Class A Common Stock, (b) 4,072,829 shares of A Class B Common Stock, (c) 111,726 shares of Series A 12% Redeemable Cumulative Preferred Stock, face value $28.50 per share, of A (the "A SERIES A PREFERRED STOCK"), (d) 20,000 shares of A Series B Preferred Stock and (e) 100,000 shares of A Series C Preferred Stock. As of the close of business on December 18, 2001, (i) 4,442,991 shares of A Class A Common Stock, 2,927,174 shares of Class B Common Stock, no shares of A Series A Preferred Stock, 5,308 shares of A Series B Preferred Stock and 15,000 shares of A Series C Preferred Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable, (ii) no shares of any series or class of capital stock of A were owned by A or held in the treasury of A or owned by any subsidiaries of A and (iii) 483,680 shares of A Class A Common Stock were reserved for future issuance pursuant to the A Stock Option Plan, options in respect of 483,000 shares of A Class A Common Stock were outstanding and options in respect of 403,000 shares of A Class A Common Stock were vested and exercisable at a weighted average exercise price of $4.21 per share. Immediately prior to the Effective Time on the Closing Date after the conversion of the A Series B Preferred Stock in accordance with Section 2.01(a)(i), the issued and outstanding shares of capital stock of A shall consist exclusively of: 5,524,496 shares of A Class A Common Stock, 2,927,174 shares of Class B Common Stock, no shares of A Series A Preferred Stock, no shares of A Series B Preferred Stock and 15,000 shares of A Series C Preferred Stock, all of which will be validly issued, fully paid and nonassessable. Except for the options granted pursuant to the A Stock Option Plan and the rights of holders of shares of A Series B Preferred Stock to convert such shares into A Class A Common Stock, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of A or any subsidiary of A or obligating A or any subsidiary of A to issue or sell any shares of capital stock of, or other equity interests in, A or any subsidiary of A. All A Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-asses...
Clause type: loans
 Borrower shall not (nor shall it permit any of its Consolidated Subsidiaries to) lend or advance money, credit, or property to any Person, except for: (a) loans to Consolidated Subsidiaries (other than to CHS Capital, except in the case of loans or advances made by CHS Capital); (b) trade credit extended in the ordinary course of business and advances against the purchase price for the purchase by Borrower of goods or services in the ordinary course of business including extensions of credit in the form of clearing accounts for settlement of grain purchases and related cash management activities to cooperative association members; (c) loans to CHS Capital in an aggregate outstanding principal amount not to exceed in the aggregate (x) $500,000,000.00 minus (y) the amount of guarantees by Borrower and its Consolidated Subsidiaries (other than CHS Capital) in favor of CHS Capital under Section 12.5(b) and Investments by Borrower and such Consolidated Subsidiaries in CHS Capital under Section 12.8(g); (d) other loans (other than loans to CHS Capital), provided that at all times the aggregate outstanding principal amount of all such other loans retained by Borrower and any such Consolidated Subsidiary shall not exceed $500,000,000.00; (e) loans by NCRA of its excess cash reserves to its member-owners; and (f) loans by CHS Capital in the ordinary course of business.
Clause type: representations
and Warranties. 2.1 The Company represents and warrants that each Contract shall be either (i) registered, or prior to the purchase of shares of any Series in connection with the funding of such Contract, will be registered under the 1933 Act or (ii) exempt from such registration; that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws, including all applicable customer suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account as a separate account pursuant to relevant state insurance law prior to any issuance or sale of any Contract by such Account and that each Account shall be either (i) registered or, prior to any issuance or sale of the Contracts, will register each Account as a unit investment trust in accordance with the provisions of the 1940 Act; or (ii) exempt from such registration.
Clause type: now
THEREFORE in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
Clause type: compensation
 District agrees to pay the Consultant for services satisfactorily rendered pursuant to this Agreement a total fee not to exceed Dollars ($ ). District shall pay Consultant according to the following terms and conditions:
Clause type: investments
 Schedule 6.16 hereto contains a complete and correct list, as at December 31, 2005, of all Investments of the Company and the Restricted Subsidiaries (other than any Investments in other Restricted Subsidiaries) in excess of $50,000,000, showing the respective amounts of each such Investment and the respective entity (or group thereof) in which each such Investment has been made.
Clause type: compensation
 Each Fund will pay to the Custodian such compensation as is set forth on Schedule A hereto, or as otherwise agreed to in writing by the Custodian and each such Fund from time to time. In addition, each Fund shall reimburse the Custodian for all out-of-pocket expenses incurred by the Custodian in connection with this Agreement, but excluding salaries and usual overhead expenses. Such compensation, and expenses shall be billed to each such Fund and paid in cash to the Custodian.
Clause type: esop
 Within three (3) months after the Closing, the Company shall adopt an employee stock option plan for the issuances of Ordinary Shares representing 2.5% of the share capital of the Company after the Closing on a fully-diluted basis to selected members of the Company’s directors, consultants and employees; provided, that the terms of the ESOP shall be approved by the Board and shall be acceptable to the Investor in its discretion. Option granted in accordance with the ESOP may be exercised, in whole or in part, in accordance with the following schedule: 25% of the Ordinary Shares subject to the option shall vest on the first anniversary after the vesting commencement date, with remaining portions vesting monthly over next 36 months on a pro rata basis.