bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 The authorized capital stock of the Company consists of 10,000,000 shares of Common Stock. As of the date hereof, there are 6,538,802 shares of Common Stock outstanding of which 695,396 shares of Common Stock held in the Company's treasury. As of the date hereof, no shares of Common Stock were reserved for issuance upon the exercise of outstanding options and options which may be granted under the Stock Plans of the Company, all of which options and plans are listed and described in Schedule 3.13 hereto (the "Common Stock Equivalents"), and the number of shares issuable upon exercise of all such options is as previously disclosed to Parent by the Company. Except as set forth above and except for the Common Stock Equivalents there are not outstanding any shares of capital stock or other voting securities, any existing options, warrants, calls, subscriptions, or other rights or other agreements or commitments obligating the Company to issue, transfer or sell any shares of capital stock or voting securities of the Company or any other securities convertible into or exchangeable for or evidencing the right to subscribe for any such shares. There are no outstanding stock appreciation rights with respect to the capital stock of the Company. All issued and outstanding shares of Common Stock are duly authorized and validly issued, fully paid, nonassessable and free of preemptive rights with respect thereto. The Company has no subsidiaries. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock. The Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, joint venture, limited liability company or other entity which is material to the business of the Company.
Clause type: loans
 Except as otherwise agreed between the Partners from time to time, no Partner shall be required or permitted to lend any money to or for the benefit of the Partnership.
Clause type: grant
 The Company hereby grants to Holder the right to purchase one ----- hundred thousand (100,000) newly-issued shares (the "Shares") of the Company's common stock, $0.01 par value (the "Common Stock"), exercisable through December 31, 2001 (the "Option").
Clause type: dividends
 All share dividends, if any, that are paid on unvested Restricted Shares and all share dividends, if any, that are paid on any share dividends (any such share dividends, “Restricted Share Dividends”) and all cash dividends from surplus or returned earnings of the Company paid on unvested Restricted Shares (or on Restricted Share Dividends) (“Unvested Shares Cash Dividends”) shall be treated as set forth in Section 3(b).
Clause type: capitalization
 (a) The authorized capital stock of EHOME consists of 200 shares of no par value Common Stock, of which 150 shares are issued and outstanding. All issued and outstanding shares of EHOME common stock are validly issued and outstanding, fully paid and nonassessable and free of preemptive rights. Other than the 150 shares of EHOME's common stock, (i) there are no shares of capital stock or other equity securities of EHOME outstanding and, (ii) there are no outstanding options, warrants, subscription rights (including any preemptive rights), calls, or commitments, or convertible notes or instruments of any character whatsoever to which EHOME is a party or is bound, requiring or which could require the issuance, sale or transfer by EHOME of any shares of capital stock of EHOME or any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of capital stock of EHOME. There are no stock appreciation, phantom stock or similar rights relating to EHOME.
Clause type: assignment
Neither this Agreement nor any of the duties or obligations of Consultant herein may be voluntarily, involuntarily, directly, or indirectly assigned, delegated, or otherwise transferred or encumbered by Consultant without the prior, written approval of the Company. Any such assignment, delegation, transfer, or encumbrance without such approval will be void and will constitute a "material breach" of this Agreement entitling the Company to terminate this Agreement immediately. A change in voting control of Consultant shall be deemed an assignment of this Agreement. This Agreement is fully assignable by the Company and shall inure to the benefit of any assignee or other successor.
Clause type: miscellaneous
No provisions of this Agreement may be amended, modified, or waived unless agreed to in writing and signed by Executive and by a duly authorized officer of the Company. No waiver by either party of any breach by the other party of any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. The respective rights and obligations of the parties under this Agreement shall survive Executive’s termination of employment and the termination of this Agreement to the extent necessary for the intended preservation of such rights and obligations. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Oklahoma without regard to its conflicts of law principles.
Clause type: definitions
Capitalized terms used in this Award Agreement that are not defined in this Award Agreement have the meanings as used or defined in the Plan. As used in this Award Agreement, the following terms have the meanings set forth below:
Clause type: representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing.
Clause type: interest
 (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate set forth under the caption “ABR Spread” in the definition of such term.
Clause type: notices
Promptly give notice to the Administrative Agent and each Lender of:
Clause type: taxes
 The Issuer shall pay all taxes when due and payable or levied against its assets, properties or income, including any property that is part of the Trust Estate, except to the extent the Issuer is contesting the same in good faith and has set aside adequate reserves in accordance with GAAP for the payment thereof.
Clause type: governing
Law. IN VIEW OF THE FACT THAT NOTEHOLDERS ARE EXPECTED TO RESIDE IN MANY STATES AND OUTSIDE THE UNITED STATES AND THE DESIRE TO ESTABLISH WITH CERTAINTY THAT THIS INDENTURE WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF A STATE HAVING A WELL-DEVELOPED BODY OF COMMERCIAL AND FINANCIAL LAW RELEVANT TO TRANSACTIONS OF THE TYPE CONTEMPLATED HEREIN, THIS INDENTURE AND EACH NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.
Clause type: entire
Agreement. This instrument contains the entire agreement of the parties, and there are no representations, covenants or other agreements except as stated or referred to herein.
Clause type: capitalization
 (a) The authorized capital stock of Omnipoint consists of 200,000,000 shares of Omnipoint Common Stock and 10,000,000 shares of Omnipoint Preferred Stock. As of the close of business on June 18, 1999, there were outstanding (i) 53,235,393 shares of Omnipoint Common Stock (inclusive of all shares of restricted stock granted under any compensatory plans or arrangements), (ii) Omnipoint stock options to purchase an aggregate of 7,663,664 shares of Omnipoint Common Stock ("Omnipoint Options"), (iii) no phantom shares or stock units issued under any stock option, compensation or deferred compensation plan or arrangement, (iv) Omnipoint warrants to purchase an aggregate of 2,446,437 shares of Omnipoint Common Stock ("Omnipoint Warrants"), (v) 325,000 shares of Omnipoint Preferred Stock and (vi) $199,294,435 principal amount of Indebtedness, which is redeemable at the option of Omnipoint by issuing shares of Omnipoint Common Stock at a price equal to 90% of the fair market value of such Omnipoint Common Stock, in accordance with the terms of such Indebtedness. All outstanding shares of capital stock of Omnipoint have been, and all shares that may be issued pursuant to any compensatory plan or arrangement will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. The Omnipoint Disclosure Schedule sets forth for each category of Omnipoint Options and Omnipoint Warrants the vesting schedule, the exercise price and the number of shares of Omnipoint Common Stock into which such Omnipoint Options or Omnipoint Warrants are exercisable .
Clause type: base-salary
 During Executive’s employment with the Company, the Company shall pay Executive a base salary at the annual rate of three hundred thousand dollars ($300,000), less payroll deductions and withholdings, which shall be payable in accordance with the standard payroll practices of the Company. Executive’s base salary shall be subject to periodic review and adjustment by the Board from time to time in the discretion of the Board.
Clause type: financing
 Purchaser has, and will have on the Closing Date and at all times during the period beginning on the date hereof and ending on the Closing Date, sufficient cash in hand or other sources of immediately available funds that are available to consummate the transactions contemplated hereby, including to pay the Purchase Price and the fees and expenses of Purchaser related to the transactions contemplated hereby. There is no circumstance or condition that, individually or in the aggregate with all other circumstances or conditions, could reasonably be expected to prevent or substantially delay the availability of such funds at the Closing.
Clause type: capitalization
 The capitalization of the Company is as set forth in Schedule 3.1(g) of the Disclosure Letter. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Stock Option Plans, the issuance of shares of Common Stock to employees pursuant to the Stock Option Plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Other than as set forth on Schedule 3.1(g) of the Disclosure Letter, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) of the Disclosure Letter, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or material contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g) of the Disclosure Letter, the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g) of the Disclosure Letter, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a pa...
Clause type: indemnification
The Fund hereby indemnifies the Custodian and each Subcustodian, and their respective agents, nominees and the partners, employees, officers and directors, and agrees to hold each of them harmless from and against all claims and liabilities, including counsel fees and taxes, incurred or assessed against any of them in connection with the performance of this Agreement and any Instruction, except such as may arise from its or any of its agent's breach of the relevant standard of care set forth in this Agreement. If a Subcustodian or any other person indemnified under the preceding sentence gives written notice of a claim to the Custodian, the Custodian shall promptly give written notice to the Fund.
Clause type: headings
The headings in this Agreement are inserted for convenience only and shall have no significance in the interpretation of this Agreement.
Clause type: capitalization
 (a) The authorized capital stock of Empire consists of 4,000,000 shares of Empire Common Stock, par value $.01 per share and 250,000 shares of preferred stock, par value $.01 per share. As of the date hereof, there are: (x) 2,592,100 shares of Empire Common Stock issued and outstanding, including 192,428 shares held by the Empire Bank Stock Ownership Plan (the "Empire ESOP") and 15,554 shares held by and 88,130 shares allocated pursuant to the Empire 1997 Management Recognition and Development Plan (the "Empire MRDP"); (y) 1,084,457 shares of Empire Common Stock held in Empire's treasury; and (z) no shares of Empire Common Stock reserved for issuance upon exercise of outstanding stock options or otherwise, except for 259,210 shares of Empire Common Stock reserved for issuance pursuant to the Empire Stock Option Plan (of which options for 226,628 shares are currently outstanding). No shares of the said preferred stock are issued and outstanding. All of the issued and outstanding shares of Empire Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except for the Empire Stock Option Plan and the Empire MRDP, Empire does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Empire Common Stock or any other equity security of Empire or any securities representing the right to purchase or otherwise receive any shares of Empire Common Stock or any other equity security of Empire. The names of each optionee, the date of each option to purchase Empire Common Stock granted, the number of shares subject to each such option and the price at which each such option may be exercised under the Empire Stock Option Plan are set forth in Section 3.2(a) of the Empire Disclosure Schedule and no such option expires more than ten years from the date of the grant thereof.
Clause type: confidentiality
Each Bank agrees to exercise commercially reasonable efforts to keep any information delivered or made available by the Borrower to it which is clearly indicated to be confidential information, confidential from anyone other than persons employed or retained by such Bank who are or are expected to become engaged in evaluating, approving, structuring or administering the Loans; provided that nothing herein shall prevent any Bank from disclosing such information (i) to any other Bank, (ii) upon the order of any court or administrative agency, (iii) upon the request or demand of any regulatory agency or authority having jurisdiction over such Bank, (iv) which has been publicly disclosed, (v) to the extent reasonably required in connection with any litigation to which the Agent, any Bank or their respective Affiliates may be a party, (vi) to the extent reasonably required in connection with the exercise of any remedy hereunder, (vii) to such Bank's legal counsel and independent auditors and (viii) to any actual or proposed Participant, Assignee or other Transferee of all or part of its rights hereunder which has agreed in writing to be bound by the provisions of this Section 10.09; provided that should disclosure of any such confidential information be required by virtue of clause (ii) of the immediately preceding sentence, any relevant Bank shall, to the extent permitted by law, promptly notify the Borrower of same so as to allow the Borrower to seek a protective order or to take any other appropriate action; provided, further, that, no Bank shall be required to delay compliance with any directive to disclose any such information so as to allow the Borrower to effect any such action.
Clause type: definitions
Capitalized terms used in this Commercial Shared-Loss Agreement that are not defined in this Commercial Shared-Loss Agreement are defined in the Purchase and Assumption Agreement In addition to the terms defined above, defined below are certain additional terms relating to loss-sharing, as used in this Commercial Shared-Loss Agreement.
Clause type: vesting
 The target amount of Performance-Based Shares under this Award is ______________ (_____________) Performance-Based Shares (the “Target Performance-Based Shares”). Grantee shall have the opportunity to earn a payout percentage of the total Target Performance-Based Shares for each Measurement Period as shown on the table set forth in Section 12 hereof; provided further, that Grantee must be employed by the Company or an Affiliate on the date of filing of the Company’s Annual Report on Form 10-K with the Securities and Exchange Commission (“SEC”) for the Company’s fiscal year ending February 27, 2021, in order for the restrictions on the Performance-Based Shares covered by this Award to lapse (in whole or in part, as earned), subject to the other terms and conditions of this Agreement. Any fractional shares created by such vesting will be rounded down to the nearest whole share. The determination by the Committee with respect to the achievement of EPS as adjusted in any Measurement Period shall be effective upon the filing of the Company’s Annual Report on Form 10-K with the SEC for the fiscal year corresponding with the Measurement Period.
Clause type: loans
 As of the Effective Date, Section 7.5 of the Credit Agreement is amended and restated as follows:
Clause type: miscellaneous
a. At any time, and from time to time, after the signing of this Agreement Holder will execute such additional instruments and take such action as may be reasonably requested by the Subscribers to carry out the intent and purposes of this Agreement.
Clause type: base-salary
 During the Employment Period, the Executive shall receive from the Company an annual base salary (“Annual Base Salary”) of $1,682,801, payable in regular intervals in accordance with the Company’s customary payroll practices in effect during the Employment Period; provided that such Annual Base Salary shall be increased by 2% (from the Annual Base Salary theretofore in effect) on each January 1 during the Employment Period commencing January 1, 2016 and shall be payable in accordance with the preceding sentence.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 100,000,000 shares of common stock, par value $.001 per share (the “Company Common Stock”), and 50,000,000 shares of preferred stock, $.001 par value per share (the “Company Preferred Stock”), of which 4,084,350 shares are designated as Company Series A Preferred Stock, 20,000 shares are designated as Series B Redeemable Convertible Preferred Stock (“Company Series B Preferred Stock”) and 5,000 shares are designated as Series B-1 Convertible Preferred Stock (“Company Series B-1 Preferred Stock”). As of the close of business on the date of this Agreement, (i) 22,561,639 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Common Stock were held in the treasury of the Company or by Subsidiaries of the Company, (iii) 4,084,350 shares of Company Series A Preferred Stock were issued and outstanding, (iv) 20,000 shares of Company Series B Preferred Stock were issued and outstanding, and (v) no shares of Company Series B-1 Preferred Stock were issued and outstanding.
Clause type: insurance
No notice has been given or claim made and no grounds exist to cancel or avoid any of such policies or bonds or to reduce the coverage provided thereby. Such policies and bonds provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each Loan Party and each Subsidiary of each Loan Party in accordance with prudent business practice in the industry of the Loan Parties and their Subsidiaries.
Clause type: now
THEREFORE in consideration of the recitals and the mutual promises herein and other good and valuable consideration, the parties agree as follows:
Clause type: financing
 Parent has delivered to Andrew a true and complete copy of each of the commitment letters, dated as of the date of this Agreement, between Parent and each of Bank of America, N.A. and Wachovia Bank, N.A. (the “Financing Commitments”), pursuant to which Financing Commitments the lenders party thereto have committed, subject to the terms thereof, to lend the amounts set forth therein. Prior to the date of this Agreement, the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Each of the Financing Commitments, in the form so delivered, is in full force and effect as of the date of this Agreement and is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any term or condition of the Financing Commitments. As of the date of this Agreement, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Financing Commitments. Parent and Merger Sub will have, as of the Closing, sufficient funds available to them to make the deposit into the Exchange Fund required by Section 2.2 and pay any expenses required to be incurred by Parent or Merger Sub in connection with the transactions contemplated by this Agreement.
Clause type: now
THEREFORE in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Clause type: assignment
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. The Company may assign this Agreement to any affiliated entity. Executive’s rights and obligations under this Agreement are personal, and they shall not be assigned or transferred without the Company’s prior written consent otherwise than by will or the laws of descent and distribution. The Company will require any successor (direct or indirect and whether by purchase, merger, consolidation, share exchange or otherwise) to substantially all of the business, properties and assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would have been required to perform it had no succession taken place.