bhaskrr/legal-clauses huggingface dataset:
Clause type: dividends
 Section 17. Upon the declaration of each dividend and each capital gains distribution by the Board of Directors of the Fund, the Fund shall notify the Transfer Agent by Written Instructions of the date of such declaration, the amount payable per share, the sources from which such dividend or distribution is made, and, unless such dividend is a regular daily or monthly dividend payable by a money market or other fund, the record date for determining the Shareholders entitled to payment. The ex-date and payment date shall always be the next determination of net asset value after the record date. The Transfer Agent shall withhold such sums as may be required to be withheld under applicable income tax laws, rules and regulations.
Clause type: assignment
This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and assigns; provided, however, that this Agreement may not be assigned (except by operation of law) by any party without the prior written consent of the other parties, and any attempted assignment without such consent shall be null and void and of no force and effect, except that the Operating Partnership may assign its rights and obligations hereunder to an Affiliate.
Clause type: base-salary
 As compensation for the services rendered by the Executive hereunder, EDGEN shall pay, or shall cause to be paid, to the Executive during the Employment Term, and the Executive shall accept, compensation at the rate of Two Hundred Twenty-Five Thousand Dollars ($225,000) per annum (the “Annual Base Salary”). EDGEN’s obligation to pay the Annual Base Salary shall begin to accrue on the Effective Date and shall be paid in accordance with EDGEN’s customary payroll practices which are in effect from time to time during the Employment Term. The Annual Base Salary may be increased at any time during the Employment Term by action of the Board of Directors. The Executive’s Annual Base Salary shall be subject to all applicable withholding and other taxes.
Clause type: compensation
 Members of special or standing committees may be allowed compensation for attending committee meetings, if the Board of Directors shall so determine.
Clause type: board
 (a) The Directors serving on the Board of Directors are (or will be upon their consent to such service) Donald B. Romans, Steven Krull and Matthew Jenal. By signing this Agreement or the signature page of the Company’s subscription agreement, each Member admitted on the Closing Date will be deemed to have voted for the election of each of the initial Directors to the Board of Directors designated to serve as Directors on the Board of Directors prior to the Closing Date. The Board of Directors may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Director of and the provisions of Section 3.3 hereof with respect to the election of Directors to the Board of Directors by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the Company. The number of Directors shall be fixed from time to time by the Board of Directors.
Clause type: grant
 Subject to the terms and conditions set forth herein, the Company hereby grants to the Optionee an option to purchase up to [OPTIONS] shares of Common Stock at a purchase price per share of $[PRICE]. This option is intended to be treated as an option that does not qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
Clause type: ownership_of_shares
 The Shares are solely owned by the Seller, validly issued, fully paid and non-assessable and are free and clear of any items and all liens, encumbrances, claims, charges and assessments and subject to no options, agreements, or restrictions with respect to transferability other than restrictions imposed by applicable state or federal securities laws.
Clause type: taxes
 The Company, the Partnership and the General Partner have timely and accurately filed all federal, state, foreign and local tax returns and reports required to be filed prior to such dates and have timely paid all taxes shown on such returns as owed for the periods of such returns, including all sales taxes and withholding or other payroll related taxes shown on such returns and any taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor or independent contractor. The Company, the Partnership and the General Partner have made or will be making adequate provision for the payment of all taxes accruable for all periods ending on or before the Closing Date to any taxing authority and are not delinquent in the payment of any tax or governmental charge of any nature; provided, that due to different due dates of certain taxes (sales, liquor, lawful use and occupancy, and Philadelphia mercantile taxes), there may be amounts that have accrued for the period through the Closing Date, but are not yet payable. No assessments or notices of deficiency or other communications have been received by the Partnership, the General Partner, the Company or Piazza with respect to any tax return which has not been paid, discharged or fully reserved against and no amendments or applications for refund have been filed or are planned with respect to any such return. None of the Company, the Partnership, the General Partner or Piazza has any knowledge of any actions by any taxing authority in connection with assessing additional taxes against or in respect of any past period. There are no agreements between the Company, the Partnership and/or the General Partner and any taxing authority, including, without limitation, the Internal Revenue Service, waiving or extending any statute of limitations with respect to any tax return. Piazza has disclosed to Purchaser that the Company is currently an “S” corporation under federal and state law. Piazza reserves the right of access upon written request, during reasonable business hours, to the Company’s books and records for the purpose of preparing and filing his tax returns for the period through the revocation of the S election (upon completion of Closing) as well as for any subsequent investigations, IRS audits, etc.
Clause type: payment
 5.1. The Fund shall pay the Service Provider, in accordance with the provisions specified below, for the due, full and proper performance and fulfilment by the Service Provider of its obligations in terms of this Service Provider Agreement.
Clause type: representations
and Warranties. Each Loan Party hereby represents and warrants to Agent and Lenders as of the date of this Amendment as follows: (A) it is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization; (B) such Loan Party has not (i) amended, modified or waived any term or material provision of its Articles of Incorporation or By-Laws or Certificate of Formation or Operating Agreement, as applicable, or other organizational documents since last delivering such document to Agent or (ii) adopted any resolution which would be materially adverse to Agent or Lenders (C) the execution, delivery and performance by it of this Amendment, the Credit Agreement and all Other Documents executed and/or delivered in connection herewith to which it is a party are within its powers, have been duly authorized, and do not contravene (i) its articles of organization, operating agreement, or other organizational documents or (ii) any applicable law; (D) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any Governmental Body or other Person, is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment, the Credit Agreement or any of the Other Documents executed and/or delivered in connection herewith to which it is a party by or against it, except for those consents, approvals or authorizations which will have been duly obtained, made or compiled prior to the Effective Date and which are in full force and effect; (E) this Amendment, the Credit Agreement and all Other Documents executed and/or delivered in connection herewith to which it is a party have been duly executed and delivered by it; (F) this Amendment, the Credit Agreement and all Other Documents executed and/or delivered in connection herewith to which it is a party constitute its legal, valid and binding obligation enforceable against it in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity; (G) no Default or Event of Default exists, has occurred and is continuing or would result by the execution, delivery or performance of this Amendment; (H) such Loan Party is in compliance with all covenants and agreements contained in the Credit Agreement and the Other Documents to which...
Clause type: compensation
 (a) During the Term of Employment, as compensation for the employment services to be rendered by Executive hereunder, the Company agrees to pay to Executive, and Executive agrees to accept, payable in equal bi-weekly installments in accordance with Company practice, an annual base salary of Two Hundred Thousand Dollars and 00/100 Cents ($200,000.00) (the “Base Salary”). The Base Salary shall be reviewed at least annually to ascertain whether, in the judgment of the Company, such Base Salary should be adjusted. If so, the adjusted Base Salary shall be adjusted for all purposes of this Agreement.
Clause type: definitions
5 ARTICLE 2. SCREEN DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 2.1
Clause type: severability
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.
Clause type: now
THEREFORE in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows:
Clause type: capitalization
 (a) The authorized capital stock of Parent consists of 150,000,000 shares of Parent Common Stock and 5,000,000 shares of preferred stock, $0.01 par value, of which no shares of preferred stock are issued or outstanding. As of the date of this Agreement, there are (i) 51,121,789 shares of Parent Common Stock issued and outstanding, (ii) 768,418 shares of Parent Common Stock held in treasury, (iii) 2,480,916 shares of Parent Common Stock reserved for issuance in respect of awards of restricted Parent Common Stock (“Parent Restricted Stock Awards”) or upon the exercise of stock options granted under Parent’s 2011 Stock Incentive Plan, Parent’s 2006 Stock Incentive Plan, the Sun Bancorp, Inc. Omnibus Stock Incentive Plan, the Sun Bancorp, Inc. 2010 Stock Based-Incentive Plan, the Sun Bancorp, Inc. 2004 Stock Based-Incentive Plan, the Cape Bancorp, Inc. 2008 Equity Incentive Plan, the Colonial Financial Services, Inc. 2011 Equity Incentive Plan, the Ocean Shore Holding Co. 2005 Equity Incentive Plan or the Ocean Shore Holding Co. 2010 Incentive Plan, as applicable (such stock options, together with the Parent Restricted Stock Awards, the “Parent Equity Awards”), (iv) 27,339 shares of Parent Common Stock reserved for issuance upon the exercise of warrants assumed in connection with the acquisition of Colonial American Bank and (v) no other shares of capital stock or equity or voting securities of Parent issued, reserved for issuance or outstanding. All of the issued and outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of any preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which stockholders of Parent may vote. Other than the Parent Equity Awards issued prior to the date of this Agreement, as of the date of this Agreement, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating Parent to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. There are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the Parent Common Stock or other equity interests of Parent.
Clause type: compensation
 The Indenture Trustee shall be entitled to receive the fees specified in the Indenture Trustee Service Fee Schedule, which is attached as Annex A to this Closing Instrument.
Clause type: ownership_of_shares
 Neither Parent nor Merger Sub nor any of Parent’s Affiliates owns (directly or indirectly, beneficially or of record) any Shares or holds any rights to acquire or vote any Shares except pursuant to this Agreement.
Clause type: definitions
Whenever used herein, the terms listed below will have the following meaning:
Clause type: esop
 The ESOP shall have been terminated in accordance with applicable Law, all ESOP participants shall have returned distribution election forms and no ESOP participant shall have elected to receive from the ESOP shares of capital stock of Atlas.
Clause type: base-salary
 For all the services to be rendered by the Employee in any capacity hereunder, including services as an executive officer, the Company agrees to pay the Employee a base salary (“Base Salary”) of not less than three hundred thousand dollars ($300,000) per annum. Base Salary shall be payable in approximately equal installments in accordance with the Company’s customary payroll practices. The foregoing annual compensation amount may be, from time to time, adjusted above the Base Salary specified above by action of the Board or appropriate Committee of the Board. In the event the Base Salary is adjusted upward by the Board, such adjusted amount will be deemed to be the new Base Salary.
Clause type: definitions
The following words and terms as used in this Warrant shall have the following meanings:
Clause type: investment-company-act
 Neither the Borrower nor any Subsidiary is an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
Clause type: whereas
the Trust and the Investment Adviser have entered into an Investment Advisory Agreement (the "Advisory Agreement"), pursuant to which the Investment Adviser renders investment advisory services to each Fund for compensation based on the value of the average daily net assets of that Fund; and
Clause type: notices
Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address or fax number as set forth on the signature page or as subsequently modified by written notice.
Clause type: severability
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
Clause type: now
THEREFORE in consideration of the premises and the mutual covenants and promises of the Parties contained herein, the Parties, intending to be legally bound, hereby agree as follows:
Clause type: base-salary
 During the Term, Employee shall receive an annual salary of $300,000 (the “Base Salary”) payable in accordance with the Company’s general payroll practices. Employee’s Base Salary shall be reviewed prior to the beginning of each fiscal year of the Company for increase in the discretion of the Compensation Committee of the Board of Directors (“Compensation Committee”); provided, however, that the Base Salary, as it may be increased at any time, may not thereafter be decreased.
Clause type: notices
Any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon confirmation of receipt, when sent by facsimile; (iii) three days after being sent by U.S. certified mail, return receipt requested, or (iv) one day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the Company, to: DMI Biosciences, Inc. 1999 North Fitzsimons Parkway, Suite 100 Aurora, CO 80045-7503 Attention: Bruce Miller, President Telephone: (303) 418-1000 Facsimile: (303) 418-1001 If to the Buyer: Cogenco International, Inc. Attention: David W. Brenman, President 6400 South Fiddler's Green Circle - Suite 1840 Greenwood Village, CO 80112 Telephone: (303) 221-3680 Facsimile: (303) 759-3553 With a copy to: Burns, Figa & Will, P.C. 6400 South Fiddler's Green Circle - Suite 1000 Greenwood Village, CO 80111 Attention: Herrick K. Lidstone, Jr., Esq. Telephone: (303) 796-2626 Facsimile: (303) 796-2777
Clause type: definitions
In this Agreement, unless something in the subject matter or context is inconsistent therewith:
Clause type: investments
 No Customer will, directly or indirectly, make, maintain or acquire any Investment in any Person other than:
Clause type: esop
 In the event that the total number of Common Shares issuable under the ESOP shall be less than One Million (1,000,000) on the calculation basis set out in Condition (B)3(c), the Conversion Price then in effect shall be increased in proportion to the percentage decrease in the number of enlarged share capital after taking into account of all Common Shares issuable under the ESOP.
Clause type: entire
Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.
Clause type: headings
The division of this Agreement into Sections and other subdivisions and the insertion of headings are for convenience of reference only and do not alter the meaning of, or affect the construction or interpretation of, this Agreement.
Clause type: confidentiality
The Purchaser agrees that it will maintain with the same degree of care it uses with respect to its own confidential information all confidential, proprietary or secret information which the Purchaser may obtain from the Company pursuant to financial statements, reports and other materials submitted by Company to the Purchaser pursuant to this Agreement, or pursuant to visitation or inspection rights granted hereunder, unless such information is known, or until such information becomes known through no fault of the Purchaser to the public, PROVIDED, HOWEVER, that a Purchaser may disclose such information (i) on a confidential basis to its attorneys, accountants, consultants any other professionals to the extent necessary to obtain their services in connection with its investment in the Company, (ii) to any prospective purchaser of Convertible Notes or Conversion Shares from the Purchaser as long as such prospective purchaser agrees in writing to be bound by the provisions of this Section, (iii) to any affiliate or partner of the Purchaser and (iv) as required by applicable law or legal process, provided that the Purchaser shall use reasonable efforts to give the Company ten (10) business days prior notice thereof. If a Purchaser is required in any legal or administrative or other governmental proceedings to disclosure any of such information, the Purchaser shall use reasonable efforts to give the Company an opportunity to obtain protective provisions against further disclosure. The Company agrees that, except as otherwise necessary or advisable in connection with the registration of Registrable Shares pursuant to this Agreement, it will maintain as confidential and will not disclose to the public, by press release or otherwise, the identity of the Purchaser, such confidentiality to be maintained by the Company on the same terms as the Purchaser is to maintain confidential information obtained from the Company, as set forth above.
Clause type: taxes
 Custodian shall pay or cause to be paid from the Account all taxes and levies in the nature of taxes imposed on the Account or the Foreign Securities thereof by any country. Custodian will use reasonable efforts to give the Principal or Manager, as the case may be, advance notice of the imposition of such taxes. The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Principal or the Custodian as custodian of the Principal by the tax law of the United States or of any state or political subdivision thereof or any foreign jurisdiction. The sole responsibilities of the Custodian with regard to such tax law shall be to use reasonable efforts to effect the withholding of local taxes and related charges with regard to market entitlement/payment in accordance with local law and subject to local market practice or custom and to assist Principal with respect to any claim for exemption or refund under the tax law of countries for which Principal has provided such information. Except as specifically provided in this Agreement or otherwise agreed to in writing by the Custodian, the Custodian shall have no independent obligation to determine the tax obligations now or hereafter imposed on Principal by any taxing authority or to obtain or provide information relating thereto, and shall have no obligation or liability with respect to such tax obligations.