bhaskrr/legal-clauses huggingface dataset:
Clause type: base-salary
 As consideration for the services of Executive hereunder, the Company shall pay Executive an annual base salary (the “Base Salary”), payable in accordance with the Company’s customary payroll practices as in effect from time to time. The CEO shall perform an annual review of Executive’s compensation based on Executive’s performance of Executive’s duties and the Company’s other compensation policies, provided that Executive’s Base Salary shall not be reduced without Executive’s consent unless such reduction is part of a comparable overall reduction for members of senior management. The term Base Salary shall include any changes to the Base Salary from time to time.
Clause type: assignment
This Agreement shall be binding upon and inure to the benefit of Secured Party and Debtor and their respective successors and assigns; provided, however, that Debtor may not sell, assign or delegate rights and obligations hereunder without the prior written consent of Secured Party.
Clause type: dividends
 1. Commencing on the date of the issuance of any such Series A-1 Preference Shares (each respectively an “Issuance Date”), each outstanding Series A-1 Preference Share will accrue cumulative dividends (“Dividends”), at a rate equal to 8% per annum (“Dividend Rate”), of the Series A-1 Face Value (as defined below). Dividends will be payable with respect to any Series A-1 Preference Shares upon any of the following: (a) redemption of such shares; (b) conversion of such shares; and (c) when, as and if otherwise declared by the Board. Any calculation of the amount of such Dividends accrued and payable will be made based on a 365-day year, annually.
Clause type: ownership_of_shares
 Stockholder is the Beneficial Owner of all the Shares. On the date hereof, the Shares constitute all of the Shares Beneficially Owned by Stockholder. Stockholder has voting power with respect to the matters set forth in Section 1(b) hereof with respect to all of the Shares, with no limitations, qualifications or restrictions on such rights.
Clause type: headings
Headings and subtitles used throughout this Agreement are for the purpose of convenience only, and no heading or subtitle shall modify or be used to interpret the text of any section.
Clause type: loans
 The Borrower shall not make any loan or advance any funds whatsoever to any business, entity, party or individual, except advances not to exceed Five Hundred Thousand Dollars ($500,000.00), in the aggregate at any one time outstanding.
Clause type: vesting
 A. The Participant shall have a non-forfeitable right to a portion of the Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall become vested on the vesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then outstanding and unvested portion of the Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. A faxed signature shall be as valid as an originally executed signature.
Clause type: notices
All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally against written receipt or by facsimile transmission with answer back confirmation or mailed (postage prepaid by certified or registered mail, return receipt requested) or by overnight courier to the parties at the following addresses or facsimile numbers: IF TO AXYS, TO: Axys Pharmaceuticals, Inc. 180 Kimball Way South San Francisco, CA 94080 Facsimile No: (650) 829-1067 Attention: William J. Newell, Esq. WITH COPIES TO: Cooley Godward, LLP Five Palo Alto Square 3000 El Camino Real Palo Alto, CA 94306-2155 Facsimile No.: (650) 849-7400 Attention: Alan C. Mendelson, Esq. IF TO DPII OR MERGERSUB, TO: Discovery Partners International, Inc. 9640 Towne Centre Drive San Diego, CA 92121 Facsimile No: (858) 455-8088 Attention: Chief Executive Officer WITH COPIES TO: Brobeck, Phleger & Harrison LLP 12390 El Camino Real San Diego, CA 92130 Facsimile No.: (858) 720-2555 Attention: Hayden Trubitt, Esq. All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section 10.2, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section 10.2, be deemed given upon receipt, and (iii) if delivered by mail in the manner described above to the address as provided in this Section 10.2, be deemed given upon receipt (in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice, request or other communication is to be delivered pursuant to this Section). Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such change to the other parties hereto.
Clause type: counterparts
This Declaration may contain more than one counterpart of the signature page and this Declaration may be executed by the affixing of the signature of each of the Trustees to one of such counterpart signature pages. All of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.
Clause type: counterparts
This First Supplemental Indenture may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.
Clause type: severability
If any term or other provision of this Agreement is 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 contemplated hereby is not affected in any manner materially adverse to any party. Upon such 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 an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.
Clause type: investment-company-act
 No Credit Party is an “investment company” or a company controlled by an “investment company,” as such terms are defined in the Investment Company Act of 1940 as amended.
Clause type: payment
 Contemporaneously with the electronic execution and delivery of this Agreement through the Masterworks Platform, you will pay the Purchase Price for the Shares in the form of ACH debit transfer, wire transfer, crypto-currency (BTC or ETH), credit card or an alternative payment method as specified by you on the Masterworks Platform, if applicable, into a segregated non-interest-bearing account held by the Company until the closing date of the Offering. Your subscription is irrevocable. We will maintain all such funds for Subscriber’s benefit until the earliest to occur of: (i) the Closing, (ii) the rejection of such subscription or (iii) the termination of the Offering by us in our sole discretion.
Clause type: conversion_of_shares
 Each share of Pacific Common Stock, issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger, and at the Effective Time, and without further action on the part of any holder thereof, be converted into 546 shares of fully paid and nonassessable shares of HEI Common Stock.
Clause type: base-salary
 Employer shall pay to Officer a base salary in respect of the fiscal year of Employer (a "Fiscal Year") ending December 31, 2001 at the annual rate as set forth on Appendix A (the "Annual Rate"). In respect of the Fiscal Years ending in 2002, 2003, and 2004, the Chief Executive Officer of Employer may increase the Annual Rate. While any such increase shall be at the discretion of the Chief Executive Officer, it is anticipated that, for any Fiscal Year, if Employer obtains its earnings per share goal and the Officer receives a performance rating of "meets expectations consistently," the Annual Rate would possibly be increased between 0% and 10%. During the term of this Agreement, Employer may not decrease the Annual Rate below the amount set forth in Appendix A.
Clause type: capitalization
 As of April 28, 2017, (A) 600,000,000 shares of Common Stock were authorized for issuance, of which 331,046,077 shares were issued and outstanding, and (B) 10,000,000 shares of preferred stock, par value $0.01 per share of the Company were authorized for issuance, of which 6,900,000 shares were designated as 8.000% Series A Cumulative Redeemable Preferred Stock and 8,050 shares were designated as 7.750% Series B Cumulative Redeemable Preferred Stock and all of which were issued and outstanding. The issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock was issued in violation of the preemptive or other similar rights of any securityholder of the Company. Upon completion of the issuance and sale of the Securities pursuant to this Agreement, the capitalization of the Company will be as set forth in the Prospectus in the column entitled “As Adjusted For This Offering” under the caption “Capitalization.” Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no outstanding (A) securities or obligations of the Company or any of the Subsidiaries convertible into or exchangeable for any equity interests of the Company or any such Subsidiary, (B) warrants, rights or options to subscribe for or purchase from the Company or any such Subsidiary any such equity interests or any such convertible or exchangeable securities or obligations or (C) obligations of the Company or any such Subsidiary to issue any equity interests, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options. The Company’s Common Stock has been registered pursuant to Section 12(b) of the 1934 Act and is authorized for trading on the Nasdaq Global Select Market (“NASDAQ”), and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock from NASDAQ, nor has the Company received any notification that the Commission or NASDAQ is contemplating terminating such registration or listing. The Company is in compliance with the current listing standards of NASDAQ.
Clause type: notices
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email address specified in this Section prior to 6:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email address specified in this Section on a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day, (c) the Trading Day following the date of deposit with a nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The addresses, facsimile numbers and email addresses for such notices and communications are those set forth on the signature pages hereof, or such other address or facsimile number as may be designated in writing hereafter, in the same manner, by any such Person.
Clause type: confidentiality
A. The Reinsurer hereby acknowledges that the documents, information and data provided to it by the Company, whether directly or through an authorized agent, in connection with the placement and execution of this Contract (“Confidential Information”) are proprietary and confidential to the Company. Confidential Information shall not include documents, information or data that the Reinsurer can show:
Clause type: compensation
 The Trust shall pay to JCM for its investment advisory services a fee, calculated and payable for each day that this Agreement is in effect, of 1/365 of 0.64% of the daily closing net asset value of the Fund (1/366 of 0.64% of the daily closing net asset value of the Fund in a leap year). The fee shall be paid monthly.
Clause type: capitalization
 On the Restatement EffectiveClosing Date, the authorized capital stock of the Company is as disclosed in the Company’s Form 10-K for the fiscal year ended November 30, 2009.2015. All such outstanding capital stock has been duly and validly issued and, except as set forth on Schedule 6.13, are free of preemptive rights and subject to no security interests of any other Person (other than Permitted Liens). Except as set forth on Schedule 6.13, neither the Company nor any of its Subsidiaries has outstanding any securities convertible into or exchangeable for its membership interests or outstanding any rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its membership interests.
Clause type: investments
 From the date of this Agreement until all amounts due to the Seller are paid, Buyer agrees to invest the monies in the Trust Account in a money market fund invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940.
Clause type: headings
The headings contained in this Agreement are for convenience of reference only and are not to be given any legal effect and shall not affect the meaning or interpretation of this Agreement.
Clause type: base-salary
 As of the Start Date, the Executive’s base salary will be $ 300,000 per annum (the “Base Salary”). The Base Salary will be payable in accordance with the normal payroll practices of the Company. Annually, during the Employment Period, the Board shall review with the Executive his job performance and compensation, and if deemed appropriate by the Board, in its discretion, the Executive’s Base Salary may be adjusted; such adjusted Base Salary shall become the new Base Salary.
Clause type: governing
Law. This Agreement shall be governed in all respects by the internal laws of the State of Delaware as applied to agreements entered into among Delaware residents to be performed entirely within Delaware, without regard to principles of conflicts of law.
Clause type: esop
 Borrower shall not amend or permit the amendment of the ESOP without the prior written consent of Lender.
Clause type: capitalization
 (a) The authorized capital stock of the Parent Corporation consists of 60,000,000 shares of Parent Common Stock, par value $0.001 per share, and 2,000,000 shares of Preferred Stock, par value $0.001 per share. On the date hereof, there are issued and outstanding 20,887,070 shares of Parent Common Stock and no shares of Preferred Stock. All of the issued and outstanding shares of Parent Common Stock are, and all of the shares of Parent Common Stock, when issued in accordance with the terms of this Agreement are or will be, duly and validly authorized and issued and outstanding, fully paid and nonassessable. On the date hereof, there are 1,523,204 shares of Parent Common Stock reserved for issuance under the Parent Corporation Stock Option Plans and warrants.
Clause type: ownership_of_shares
 The Seller is the holder of record and beneficially owns the Shares, has good and valid title to such Shares free and clear of any and all liens and encumbrances and has the sole right to transfer such Shares pursuant to the terms of the Transaction Agreements. The Shares have been fully paid as stated in the Shareholders Registry of SAGA II and SAGA III, represent all of the issued and outstanding share capital of SAGA II and SAGA III and there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating SAGA II or SAGA III to issue, transfer, sell, purchase, redeem or otherwise acquire, any securities. SAGA II is the holder of record and beneficially owns 7,000,000,000 IC Shares, which as of the date hereof are free and clear from any and all liens and encumbrances, other than the Shareholders Agreement and the IC Shares Pledge Agreements listed in Part A of Schedule 2.3 hereto, and on the Price Payment Date (and prior to the Price Payment) will be free and clear from any and all liens and encumbrances, other than the Shareholders Agreement. SAGA III is the holder of record and beneficially owns 3,651,555,020 IC Shares, which as of the date hereof are free and clear from any and all liens and encumbrances, other than the Shareholders Agreement and the IC Shares Pledge Agreements listed in Part B of Schedule 2.3 hereto, and on the Price Payment Date (and prior to the Price Payment) will be free and clear from any and all liens and encumbrances, other than the Shareholders Agreement. Other than (a) their ownership of the relevant IC Shares, and (b) the guaranty granted by SAGA III under the BTG Allonge, SAGA II and SAGA III have never held any other assets, have never had or been subject to any obligations or liabilities and has never engaged in any activities or conducted any other business since its formation.
Clause type: board
 Upon and after the Closing, the Company shall have, and the Parties agree to cause the Company to have, a Board consisting of nine (9) Directors, (a) the holders of a majority of the voting power of the outstanding Ordinary Shares shall have the right to designate, appoint, remove, replace and reappoint five (5) Directors on the Board (each, an “Ordinary Director”, and collectively, the “Ordinary Directors”), (b) the holders of the outstanding Series A Preferred Shares shall have the right to designate, appoint, remove, replace and reappoint two (2) Directors on the Board, provided that each of Brilight Limited (for so long as Brilight Limited holds any Shares) and Juniperbridge Capital Limited (for so long as Juniperbridge Capital Limited holds any Shares) shall have the right to designate, appoint, remove, replace and reappoint one (1) Director on the Board (each, a “Series A Director”, and collectively, the “Series A Directors”), and (c) the holders of the outstanding Series A-1 Preferred Shares shall have the right to designate, appoint, remove, replace and reappoint two (2) Directors on the Board, provided that each of Carlyle (for so long as Carlyle holds any Shares) and GS (for so long as GS holds any Shares) shall have the right to designate, appoint, remove, replace and reappoint one (1) Director on the Board (each, a “Series A-1 Director”, and collectively, the “Series A-1 Directors”).
Clause type: grant
 North America hereby grants Operator an exclusive, non-transferable right and license within and throughout the Territory:
Clause type: confidentiality
Subject to Section 6.10, from and after the Effective Time until the third (3rd) anniversary of the Effective Time, each of UTC, Carrier and Otis, on behalf of itself and each member of its respective Group, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to UTC’s confidential and proprietary Information pursuant to policies in effect as of the Effective Time, all confidential and proprietary Information concerning any other Party or any member of any other Party’s Group or their respective businesses that is either in its possession (including confidential and proprietary Information in its possession prior to the date hereof) or furnished by any such other Party or any member of such Party’s Group or their respective Representatives at any time pursuant to this Agreement, any Ancillary Agreement or otherwise, and shall not use any such confidential and proprietary Information other than for such purposes as shall be expressly permitted hereunder or thereunder, except, in each case, to the extent that such confidential and proprietary Information has been (i) in the public domain or generally available to the public, other than as a result of a disclosure by any Party or any member of any Party’s Group or any of their respective Representatives in violation of this Agreement, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves known by such Party (or any member of such Party’s Group) to be bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such confidential and proprietary Information, or (iii) independently developed or generated by such Party (or any member of such Party’s Group) without reference to or use of any proprietary or confidential Information of any other Party or any member of any such other Party’s Group; provided, with respect to trade secrets of any other Party or any member of any other Party’s Group or their respective businesses, the foregoing obligations and restrictions shall remain in effect for so long as the relevant information remains a trade secret under applicable Law. If any confidential and proprietary Information of one Party or any member of its Group is disclosed to another Party or any member of another Party’s Group in connection with providing services to such first Party or...
Clause type: investments
 SECTION 1. Investments in the Corporation's Name. All investments of the ------------------------------------- corporation shall be made in the name of Pacific Life Insurance Company or its nominee.
Clause type: investment-company-act
 It is not an “investment company” as defined in, or subject to regulation under, the 1940 Act nor is it “controlled” by a company defined as an “investment company” or subject to regulation under the 1940 Act.
Clause type: whereas
the Board of Directors of the Company (the “Company Board”) has unanimously (a) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders and has approved and adopted this Agreement and declared its advisability and approved the Merger and the other transactions contemplated by this Agreement, and (b) has recommended the approval and adoption of this Agreement and the Merger by the stockholders of the Company;
Clause type: notices
All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to the other party or by facsimile, overnight courier, or registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Employee: If to the Company: Joy Global Inc. 100 East Wisconsin Avenue, Suite 2780 Milwaukee, WI 53202 Attention: Corporate Secretary Facsimile: 414-319-8510 or to such other address or facsimile number as any party shall have furnished to the other in writing in accordance with this Paragraph 13. Notice and communications shall be effective when actually received by the addressee.
Clause type: ownership_of_shares
 As of the date of this Agreement, Al Yousuf is the record and beneficial owner of the shares of Common Stock listed on Schedule 1 hereto, including the number of securities convertible into shares of Common Stock.