bhaskrr/legal-clauses huggingface dataset:
Clause type: grant_of_option
 The Plan Administrator of Spectrian Corporation, a California corporation (the "Company"), hereby grants to the Optionee named in the Notice of Grant (the "Optionee"), an option (the "Option") to purchase a total number of shares of Common Stock (the "Shares") set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the "Exercise Price") subject to the terms, definitions and provisions of the Spectrian Corporation 1992 Stock Plan (the "Plan") adopted by the Company, which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option. If designated an Incentive Stock Option, this Option is intended to qualify as an Incentive Option as defined in Section 422A of the Code.
Clause type: stock_option
 With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, and (ii) since June 19, 2006 (the “Initial Trading Date”): (a) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, (b) each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Global Select Market and any other exchange on which Company securities are traded, (c) the per share exercise price of each Stock Option was not less than the fair market value of a share of Common Stock on the applicable Grant Date (as determined in accordance with the terms of the Company Stock Plans) and (d) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws. Since the Initial Trading Date, the Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinate the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.
Clause type: whereas
the Depositor has agreed, on the terms and conditions contained herein, to purchase from MSMCI certain of the Mortgage Loans (the "Specified Mortgage Loans") which are subject to the provisions of the Agreement and are listed on the mortgage loan schedule attached as Exhibit I hereto (the "Specified Mortgage Loan Schedule"); and
Clause type: termination
This Agreement and the covenants and agreements set forth in this Agreement shall automatically terminate (without any further action of the parties) with respect to the Company Stockholder upon the earliest to occur of: (a) the termination of the Merger Agreement in accordance with its terms; (b) the Effective Time; (c) any modification waiver or amendment to the Merger Agreement or the terms of the Offer is effected without the Company Stockholder’s consent that, in each case, (i) decreases the amount or changes the form of consideration payable to all of the stockholders of the Company pursuant to the terms of the Merger Agreement as in effect on the date of this Agreement or (ii) lowers the Minimum Condition; (d) the Offer shall have terminated or the Expiration Time shall have occurred, in each case, without (i) acceptance for payment of the Subject Shares in accordance with the Merger Agreement or (ii) the conversion of the Subject Shares into the right to receive Merger Consideration; (e) the date that is the twelve (12) month anniversary of the commencement of the Offer or (f) the mutual agreement of Parent and the Company Stockholder. In the event of termination of this Agreement pursuant to this Section 5.1, this Agreement shall become void and of no effect with no liability on the part of any party; provided, however, that: (x) no such termination shall relieve any party from liability for any breach hereof prior to such termination; (y) the provisions set forth in Section 4.1, Section 4.3 and Section 6 shall survive the termination of this Agreement and will remain in full force and binding effect; and (z) if this Agreement is terminated pursuant to Section 5.1(b), Section 4.2 shall survive such termination and will remain in full force and binding effect.
Clause type: headings
Section headings of this Escrow Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions of this Escrow Agreement.
Clause type: representations
and Warranties. 2.1 The Company represents and warrants that it is an insurance company duly organized and in good standing under applicable law; that it has legally and validly established each Account prior to any issuance or sale thereof as a segregated asset account under Section 4240 of the New York Insurance Code; that it has and will maintain the capacity to issue all Variable Insurance Products that may be sold; and that it is properly licensed, qualified and in good standing to sell the Variable Insurance Products in all fifty states and the District of Columbia.
Clause type: miscellaneous
(a) This Agreement is a Loan Document. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis.
Clause type: investment-company-act
 Such Borrower is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended required to register thereunder. None of the execution and delivery of this Agreement and the Notes, the consummation of the transactions herein and therein contemplated or compliance with the terms and provisions thereof will violate the Investment Company Act of 1940, as amended.
Clause type: severability
If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Clause type: grant
 For the Term and in the Territory, NINTENDO hereby grants to LICENSEE, and LICENSEE hereby accepts under the terms and conditions set forth in this Agreement, a nonexclusive license to develop the Licensed Products. Except as may be permitted under a separate written authorization from NINTENDO or NCL, LICENSEE shall not use the Licensed Intellectual Properties for any other purpose.
Clause type: entire
Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersede all prior communications, representations and negotiations in respect thereto.
Clause type: investment-company-act
 The Liquidation Trust is organized as a liquidating entity in the process of liquidation, and therefore should not be considered, and the Liquidation Trust does not and shall not hold itself out as, an “investment company” or an entity “controlled” by an “investment company” as such terms
Clause type: investments
 The Credit Parties shall not, either directly or indirectly, make or have outstanding any new investments (whether through purchase of stocks, obligations or otherwise) in, or loans or advances to, any other Person, or acquire all or any substantial part of the assets, business, stock or other evidence of beneficial ownership of any other Person, except following:
Clause type: ownership_of_shares
 Shareholder has (except as otherwise permitted by this Agreement, including in connection with the Permitted Transfer of any Shares) sole voting power and sole dispositive power with respect to the Shares, free and clear of any Lien (other than the Pledge and Security Agreement with respect to Shares owned by George Feldenkreis), except pursuant to applicable federal securities laws. None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares (other than the Pledge and Security Agreement with respect to Shares owned by George Feldenkreis).
Clause type: taxes
 (a) The Company has paid or caused to be paid all federal, state, local, foreign and other taxes, including without limitation income taxes, estimated taxes, alternative minimum taxes, excise taxes, sales taxes, use taxes, value-added taxes, gross receipts taxes, franchise taxes, capital stock taxes, employment and payroll-related taxes, withholding taxes, stamp taxes, transfer taxes and property taxes, whether or not measured in whole or in part by net income, and all deficiencies, or other additions to tax, interest, fines and penalties owed by it (collectively, "Taxes"), in the amounts indicated on tax returns filed by the Company through the date hereof or in correspondence received from any federal, state, local or foreign government taxing authority, whether disputed or not (other than current taxes the liability for which is adequately reserved for on the financial statements provided to the Parent pursuant to SECTION 3.7 hereof).
Clause type: indemnification
(a) To the maximum extent allowed by law, the Contractor shall defend, indemnify, and save harmless Indemnitees from and against all Charges that arise in any manner from, in connection with, or out of this contract as a result of acts or omissions of the Contractor or subcontractors or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. In performing its duties under this subsection “a,” the Contractor shall at its sole expense defend Indemnitees with legal counsel reasonably acceptable to City. (b)
Clause type: payment_terms
 (a) The Affiliate shall provide to the Authorized Representative the Subscriber Report for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date.
Clause type: grant_of_option
 SEI hereby grants to Optionee effective January 1, 1997 (the "Date of Grant") the right, privilege and option to purchase 66,660 shares of Common Stock (the "Option") at an exercise price of $34.00 per share (the "Exercise Price"). The Option shall be exercisable at the time specified in Section II. below. The Option is a non-qualified stock option and shall not be treated as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.
Clause type: taxes
 The fees listed in this Agreement do not include taxes; if Oracle is required to pay sales, use, property, value-added or other taxes based on the licenses or services granted in this Agreement or on Customer's use of Programs or services, then such taxes shall be billed to and paid by Customer. This Section shall not apply to taxes based on Oracle's income.
Clause type: investment-company-act
 No Group Member is an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940.
Clause type: capitalization
 6.2.1 The authorized capital stock of the Company consists of 50,000,000 shares (the "Company Capital Stock"), of which 30,000,000 are shares of common stock, each par value $0.10 per share ("Company Common Stock"), and 20,000,000 are shares of preferred stock, without par value ("Company Preferred Stock"), of which 12,000,000 shares have been designated as Series A Preferred Stock ("Company Series A Stock") and no other series has been designated. On the record date fixed by the Company's board of directors for the purpose of determining shareholders entitled to vote or consent to this Agreement, the Asset Sale, the Charter Amendment and the Dissolution and as of the date hereof, there are 5,000,000 shares of Company Common Stock and 2,068,000 shares of Company Series A Stock issued and outstanding. The issued and outstanding shares of Company Common Stock and Company Series A Stock are held of record by the Shareholders as set forth and identified on Schedule 6.2.1 of the Company Disclosure Schedule, and that schedule lists each Shareholder's state, and if not in the United States, country of residence opposite that Shareholder's name. All issued and outstanding shares of Company Common Stock and Company Series A Stock are duly authorized, validly issued, fully paid, nonassessable and, except as set forth in Section 6.2.1 of the Company Disclosure Schedule, all such shares are free of preemptive rights, repurchase rights, or rights of first refusal created by applicable law, the Company's Articles of Incorporation or bylaws or any agreement by which the Company is a party or is bound.
Clause type: taxes
 All tax returns required to be filed by the Borrower or any Subsidiary in any jurisdiction have, in fact, been filed, and all taxes, assessments, fees, and other governmental charges upon the Borrower or any Subsidiary or upon any of its Property, income or franchises, which are shown to be due and payable in such returns, have been paid, except such taxes, assessments, fees and governmental charges, if any, as are being contested in good faith and by appropriate proceedings which prevent enforcement of the matter under contest and as to which adequate reserves established in accordance with GAAP have been provided. The Borrower does not know of any proposed additional tax assessment against it or its Subsidiaries for which adequate provisions in accordance with GAAP have not been made on their accounts. Adequate provisions in accordance with GAAP for taxes on the books of the Borrower and each Subsidiary have been made for all open years, and for its current fiscal period.
Clause type: severability
In case any provision in or obligation hereunder or any Revolving Loan Note or other Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.
Clause type: investments
 So long as Buyer owns, legally or beneficially, any of the Debentures or the Fee Debentures, Nepheli shall not, either directly or indirectly, make or have outstanding any new investments (whether through purchase of stocks, obligations or otherwise) in, or loans or advances to, any other Person, or acquire all or any substantial part of the assets, business, stock or other evidence of beneficial ownership of any other Person, except following: (i) investments in direct obligations of the United States or any state in the United States; (ii) trade credit extended by Nepheli in Nepheli’s Ordinary Course of Business; (iii) investments existing on the Effective Date and set forth in the financial statements provided to the Buyer; and (iv) capital expenditures first approved by the Buyer in writing, which approval shall not be unreasonably withheld, provided, however, that Nepheli may make new investments for capital expenditures for an aggregate amount of less than $250,000 per year without Buyer’s prior written consent.
Clause type: investment-company-act
 None of the Company or any Company Subsidiary is, or at the Company Merger Effective Time will be, required to be registered under the Investment Company Act.
Clause type: conversion_of_shares
 (a) At the Effective Time, each share of capital stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Clause type: ownership_of_shares
 All of the Shares are beneficially owned by Seller and of record by CFHC free and clear of all Encumbrances. The consummation of the transactions contemplated by this Agreement will convey to Buyer good title to the Shares, free and clear of all Encumbrances, except for those created by the Buyer or arising out of ownership of the Shares by the Buyer and other than restrictions on transfer of unregistered securities arising under applicable federal, state or foreign securities laws.
Clause type: assignment
This Agreement may be assigned by the Corporation as part of the sale of substantially all of its business; provided, however, that the purchaser shall expressly assume all obligations of the Corporation under this Agreement. Further, this Agreement may be assigned by the Corporation to an affiliate, provided that any such affiliate shall expressly assume all obligations of the Corporation under this Agreement, and provided further that the Corporation shall then fully guarantee the performance of the Agreement by such affiliate. Consultant agrees that if this Agreement is so assigned, all the terms and conditions of this Agreement shall obtain between such assignee and himself with the same force and effect as if said Agreement had been made with such assignee in the first instance. This Agreement is personal to the Consultant and shall not be assigned without written consent of the Corporation.
Clause type: entire
Agreement. This Agreement constitutes the entire understanding and agreement of the parties hereto with respect to the subject hereof and supersedes all prior agreements or understandings, written or oral, between the parties with respect thereto.
Clause type: assignment
The Credit (or a portion thereof as earned) under this Agreement may be transferred to an “Affiliated Corporation” in accordance with RTC section 23663. As stated in RTC section 23689(i)(1), this Agreement shall not restrict, broaden or alter the ability of Taxpayer to assign the Credit. In the event that the Credit or this Agreement is to be transferred pursuant to a sale or merger to an entity other than an Affiliated Corporation, prior written consent of GO-Biz must be obtained. Such consent shall not be unreasonably withheld, conditioned, or delayed.
Clause type: compensation
 The Administrator will perform the duties and provide the services called for under Section 1 hereof without any separate compensation therefor for so long as the Indenture and the Sale and Servicing Agreement remain in effect, and thereafter for such compensation as shall be agreed upon among the Administrator, the Owner Trustee and the Servicer. The Administrator agrees to perform all its duties under this Agreement regardless of any non-payment of fees or expenses by the Company or the Owner Trustee, as applicable.
Clause type: investment-company-act
 The Borrower is not an investment company required to be registered under the Investment Company Act of 1940, as amended.
Clause type: dividends
 Upon distribution of earned Performance Shares to Executive, the Company shall pay to the Executive in cash an amount equal to the aggregate amount of cash dividends that the Executive would have received had the Executive been the owner of record of all such earned Performance Shares, including shares withheld as provided under Paragraph 4, if any, from the effective date of this Agreement to the date of distribution.
Clause type: now
THEREFORE in consideration of the foregoing and of the mutual covenants contained herein, the parties agree as follows:
Clause type: loans
 Each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Loans to the Borrower from time to time on any Business Day during the Availability Period in an amount for each Lender not to exceed such Lender’s Unused Commitment Amount. Each Borrowing shall, (A) if comprised of Base Rate Loans, be in an aggregate amount not less than $250,000 and in integral multiples of $100,000 in excess thereof, (B) if comprised of Eurodollar Loans, be in an aggregate amount not less than $500,000 and in integral multiples of $100,000 in excess thereof, and (C) in each case shall consist of Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, and subject to the terms of this Agreement, the Borrower may from time to time borrow, prepay pursuant to Section 2.5, and reborrow under this Section 2.1.