bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 As of the date hereof, the authorized common stock of the Company consists of 1,000,000,000 authorized shares of common stock, $0.001 par value per share, of which 155,892,799 shares are issued and outstanding and 10,000,000 shares of preferred stock, $0.001 par value per, of which 100,000 shares of Series A Preferred shares and 20,000 shares of Series B Preferred shares are issued and outstanding. On or prior to the Closing Date, the Certificate of Designation shall be filed with the Nevada Secretary of State authorizing 1,000,000 Series C Shares with an initial stated value of $1.00. All of such outstanding shares of capital stock are duly authorized, validly issued, fully paid and non-assessable.
Clause type: severability
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under Applicable Law, but if any provision of this Agreement shall be prohibited by or invalid under Applicable Law, such provisions shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement.
Clause type: taxes
 (a) For purposes of this Section 8.04, the following terms have the following meanings:
Clause type: loans
 There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of their respective family members, except as disclosed in the Registration Statement or the Time of Sale Prospectus and the Prospectus. All transactions by the Company with office holders or control persons of the Company have been duly approved by the board of directors of the Company, or duly appointed committees or officers thereof, if and to the extent required under U.S. federal law.
Clause type: definitions
Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.
Clause type: miscellaneous
The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, the Selling Stockholders and of the Underwriters set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Sections 7 and 8 hereof, and shall survive delivery of and payment for the Shares. The provisions of Sections 6(a)(xi), 7, 8 and 9 shall survive the termination or cancellation of this Agreement. Subject to the provisions of Section 12 hereof, all notices and communications hereunder shall be in writing and mailed or delivered or by telephone or telegraph if subsequently confirmed in writing, (a) if to the Representatives, c/o CIBC Oppenheimer Corp., Oppenheimer Tower, World Financial Center, New York, New York 10281 Attention: Syndicate Department, (b) if to the Company, to its agent for service as such agent's address appears on the cover page of the Registration Statement, with a copy to Blau, Kramer, Wactlar & Lieberman, P.C., 100 Jericho Quadrangle, Jericho, New York 11753 and (c) if to the Selling Stockholders to [____________________]. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws. This Agreement (including the Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and supersedes all other agreements relating to the subject matter hereof. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Very truly yours, AEROFLEX INCORPORATED By________________________________ Harvey R. Blau Chief Executive Officer SELLING STOCKHOLDERS LISTED IN SCHEDULE II By________________________________ Attorney-in-fact Confirmed: CIBC OPPENHEIMER CORP. A.G. EDWARDS & SONS, INC. SOUNDVIEW FINANCIAL GROUP, INC. LADENBURG THALMANN & CO. INC. Acting severally on behalf of themselves and as representatives of the several Underwriters named in Schedule I annexed hereto. By: CIBC OPPENHEIMER CORP. By________________________________ Name: Title: Number of Firm Shares to Name Be Purchased CIBC Oppenheimer Corp............................. A.G. Edwa...
Clause type: payment
 Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Goldman, Sachs & Co., 200 West Street, New York, New York 10282-2198, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Goldman, Sachs, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.
Clause type: termination
This Agreement shall terminate upon the earliest to occur of (i) the Effective Time or (ii) the termination of the Merger Agreement in accordance with the terms thereof; PROVIDED that the provisions of Sections 7 and 8 of this Agreement shall survive any termination of this Agreement; and PROVIDED FURTHER that no such termination shall relieve any party of liability for a breach hereof prior to termination.
Clause type: investments
 Neither the Borrower nor any of its Subsidiaries will make, hold or acquire any Investment in any Person other than:
Clause type: payment
 (a) Within 60 days following the vesting date of any RSUs pursuant to Sections 2 or 10 and upon the satisfaction of all other applicable conditions as to the RSUs, but in no event later than the 15th day of the third month of the year following the later of the calendar year or the Company’s taxable year, in each case, in which the RSUs vest, the Company shall distribute to the Participant the Shares represented by RSUs that vested on such vesting date, reduced by the number of Shares (if any) that are withheld from the Award for the payment of Tax-Related Items (as defined in Section 11 hereof); provided, however, that the Shares may be distributed following the date contemplated in this Section 4(a) to the extent permitted under Section 409A of the Code without the payment becoming subject to, and being treated as “nonqualified deferred compensation” within the meaning of, Section 409A of the Code (such as where the Company reasonably anticipates that the payment will violate federal securities laws or other applicable laws). Payment of any vested RSUs shall be made in whole Shares only and any fractional Shares shall be rounded up.
Clause type: confidentiality
Both parties will keep and hold secret and confidential all information in connection with the Contract and the Services and/or the business of the other (including but not limited to any designs, drawings or other information that we supply to you for purposes of the Services), and will not use or disclose such information except to the extent required for purposes of the Contract and provided the party to whom the confidential information relates has provided its prior written consent to the disclosure and any third party receiving the confidential information has undertaken obligations of secrecy and confidentiality with respect to such information. This restriction does not apply to information which is already known to the recipient or which the recipient obtains with free right of disposal, or which is or becomes public knowledge other than by breach by a party of confidentiality.
Clause type: headings
The headings used in this Agreement are for administrative purposes only and do not constitute substantive matter to be considered in construing the terms and shall not affect the interpretation of this Agreement. All references herein to Sections, subsections, and clauses, shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. A reference to an article or section will mean an article or section in this Agreement, unless otherwise explicitly set forth. The titles and headings in this Agreement are for reference purposes only and will not in any manner limit the construction of this Agreement. For the purposes of such construction, this Agreement will be considered as a whole. The terms "including" and "include" as used in this Agreement will be deemed to include the phrase "without limitation."
Clause type: definitions
All initially capitalized terms used in this Amendment shall have the meanings given to them in the Agreement unless specifically defined herein.
Clause type: now
THEREFORE in consideration of the mutual covenants, representations, warranties and agreements herein contained, the parties hereto agree as follows:
Clause type: investment-company-act
 Neither such Seller nor any of such Seller's Subsidiaries is (i) an "investment company" registered or required to be registered under the 1940 Act, or (ii) a "holding company", or a "subsidiary company" or an "affiliate" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.
Clause type: insurance
So long as the Note remains outstanding, the Company and its Subsidiaries shall maintain in full force and effect insurance reasonably believed by the Company to be adequate coverage (a) on all assets and activities, covering property loss or damage and loss of income by fire or other hazards or casualty, and (b) against all liabilities, claims and risks for which it is customary for companies similarly situated to the Company to insure, including without limitation applicable product liability insurance, required workmen’s compensation insurance, and other insurance covering injury or damage to persons or property, but excluding directors and officers insurance coverage. The Company shall promptly furnish or cause to be furnished evidence of such insurance to the Purchaser, in form and substance reasonably satisfactory to the Purchaser
Clause type: counterparts
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
Clause type: headings
The headings contained in this Agreement are for reference purposes only and will not affect the meaning or interpretation of this Agreement. Nothing in this Agreement is intended to confer upon any other person any rights or remedies by reason of this Agreement.
Clause type: base-salary
 In consideration of the Executive’s performance of the obligations under this Agreement, the Employer shall pay or cause to be paid to the Executive a salary at the annual rate of not less than $125,000, payable in installments twice monthly. The Executive’s salary shall be reviewed annually by the Corporate Governance Committee of the Employer’s board of directors or by such other board committee as has jurisdiction over executive compensation. The Executive’s salary shall be increased no more frequently than annually to account for cost of living increases. The Executive’s salary also may be increased beyond the amount necessary to account for cost of living increases at the discretion of the committee having jurisdiction over executive compensation. However, the Executive’s salary shall not be reduced. The Executive’s salary, as the same may be increased from time to time, is referred to in this Agreement as the “Base Salary.”
Clause type: representations
and Warranties. Each Borrower represents and warrants as follows:
Clause type: ownership_of_shares
 When issued, the MAS Shares will be fully paid and non-assessable. No other person, firm or corporation will have any interest whatsoever in any of the MAS Shares. The sale provided for herein will vest in the Seller directly, absolute title to the MAS Shares, free of any liens, options, agreements or conditions.
Clause type: investments
 Purchase any stock, securities, or evidence of indebtedness of any other person or entity except (a) investments in AIM Funds with Bank, (b) investments in direct obligations of the United States Government, and (c) certificates of deposit of United States commercial banks having a tier 1 capital ratio of not less than 6% and then in an amount not exceeding 10% of the issuing bank's unimpaired capital and surplus.
Clause type: whereas
the beneficial interest in the Fund is divided into several series of shares, each representing the interest in a particular managed portfolio of securities and other assets, any one or more of which may be made available under this Agreement, as may be amended from time to time by mutual agreement of the parties hereto (each such series hereinafter referred to as a "Portfolio"); and
Clause type: miscellaneous
(a) A copy of the Declaration of Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of a Fund or the Trust.
Clause type: base-salary
 During the Term, Parsley will pay Employee a base salary of at least $[ ] per year, in periodic installments in accordance with Parsley’s customary payroll practices as may exist from time to time, but no less frequently than monthly. During the Term, Parsley may not decrease Employee’s salary below the base salary enumerated in this Section 1.02, but may, in Parsley’s sole discretion, increase Employee’s salary as it sees fit from time to time. Employee’s annual base salary, as in effect from time to time, is hereinafter referred to as Employee’s “Base Salary.”
Clause type: base-salary
 As payment for the services to be rendered by Executive as provided in Section 1 and subject to the terms and conditions of Section 2, the Company agrees to pay to Executive a “Base” Salary at an initial rate of $100,000 per annum payable in accordance with the Company’s regular payroll practices (twice monthly). The Base Salary shall be increased each year under the Agreement, for as long as it is in place by a minimum of 5% per annum and upon establishment of executive to full time status. Such rate and Executive’s performance shall be reviewed by the Company’s Board of Directors on an annual basis, commencing Starting Date, for a determination of whether an adjustment in Executive’s Base Salary should be made, which adjustment shall be in sole discretion of the Company’s Board of Directors.
Clause type: insurance
21.1 Reconex shall maintain during the term of this Agreement and for a period of two years thereafter all insurance and/or bonds required to satisfy its obligations under this Agreement (including, but not limited to, its obligations set forth in Section 20 hereof) and all insurance and/or bonds required by Applicable Law. The insurance and/or bonds shall be obtained from an insurer having an A.M. Best insurance rating of at least A-, financial size category VII or greater. At a minimum and without limiting the foregoing undertaking, Reconex shall maintain the following insurance:
Clause type: investment-company-act
 Midwest is not subject to any regulation as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: loans
 Company and Company Bank shall submit a complete loan write-up to the chief credit officer of Parent Bank at least two (2) Business Days prior to taking action to make, commit to make, renew, extend the maturity of, or alter any of the material terms of (i) any loan or group of loans to any one borrower or related group of borrowers that, individually or collectively, would be in excess of $1,000,000 or (i) a loan in any amount that is rated below “pass.”
Clause type: payment
 Recipient shall pay, or cause to be paid, the Fees shown on an invoice no later than of the last business day of the month Recipient received such invoice unless disputed in accordance with Section 5.7. Any amount not received from the invoiced Party within such period shall bear interest at the Applicable Rate, from and including the last date of such period to, but excluding, the date of payment.
Clause type: investment-company-act
 None of Holdings, the Borrower or the Subsidiaries is required to be registered as an “investment company” as defined in the Investment Company Act of 1940, as amended.
Clause type: compensation
 (a) As compensation for its service activities under this contract with respect to Class A, B and C shares, Mitchell Hutchins shall receive from the Fund a service fee at the rate and under the terms and conditions of the Class A Plan, Class B Plan and Class C Plan, respectively, as amended from time to time, and subject to any further limitations on such fee as the Board may impose.
Clause type: dividends
 Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared with a record date on or after the Effective Time on Parent Shares shall be paid with respect to any Shares represented by a Certificate until such Certificate is surrendered for exchange as provided herein. Following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole Parent Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole Parent Shares and not paid, less the amount of any withholding Taxes which may be required thereon, and (ii) at the appropriate payment date or as promptly as practicable thereafter, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole Parent Shares, less the amount of any withholding Taxes which may be required thereon. The Surviving Corporation will provide or cause to be provided to the Exchange Agent the cash necessary to make the payments contemplated by this Section 3.3(c).
Clause type: confidentiality
AEP Energy and Government Aggregator agree to keep all proprietary and trade secret terms and provisions of this Agreement confidential to the extent permitted by law and subject to the requirements of Section 149.43 of the Ohio Revised Code. Government Aggregator agrees to notify AEP Energy when any request for such information is made by a third party; provided, however, each party shall have the right to make such disclosures, if any, to government agencies and to its own agents, attorneys, auditors, accountants, and shareholders as may be reasonably necessary, so long as each party makes reasonable efforts to maintain the confidentiality of such information being so disclosed, whether by use of protective orders or otherwise, as is afforded by the process in which the disclosures are made. If disclosure is sought through process of a court, or a state or federal regulatory agency, the party from whom the disclosure is sought shall promptly notify the other party to allow it the opportunity to participate in such proceedings.
Clause type: grant
 Chico's hereby grants to the Director an option (the "Option") to purchase 5,000 shares of Chico's common stock, par value $.01 per share ("Common Stock") at $12.8125 per share, both as adjusted pursuant to Section 10 hereof.
Clause type: base-salary
 Amerx shall pay to the Executive a base salary of not less than the amount specified on Schedule 1, subject to annual review and raises in such base salary. The base salary may be changed by action of Procyon’s Board of Directors, and such changes shall thereafter be included in the Executive’s base salary as defined for purposes of this Agreement and Procyon’s bonus plan.
Clause type: governing
Law. This Lease shall be construed and enforced in accordance with the laws of the State of California.
Clause type: capitalization
 The authorized capital stock of ISI consists of 10,000,000 shares of common voting stock, having a par value of $0.10 per share, of which 4,368,416 shares are issued and outstanding, all fully paid and non-assessable; there are no outstanding options, warrants or calls pursuant to which any person has the right to purchase any authorized and unissued capital stock of ISI.
Clause type: dividends
 (a) Holders of the then outstanding shares of Series B Preferred Shares shall be entitled to receive, when, as and if authorized by the Board of Trustees and declared by the Trust, out of funds legally available for payment of dividends, cumulative cash dividends at the rate of 7.375% per annum of the $25.00 liquidation preference of each Series B Preferred Share (equivalent to $1.84375 per annum per share).
Clause type: loans
 Make advances, loans or extensions of credit to, or invest in, any Person except as set forth in the Schedule;
Clause type: ownership_of_shares
 The shares of BZRTH Common Stock are owned of record and beneficially by BZRTH Shareholders. BZRTH Shareholders possess full authority and legal right to sell, transfer, and assign the entire legal and beneficial ownership of the shares of BZRTH Common Stock, free from all liens, claims, and encumbrances of any kind; and there are no outstanding rights or obligations granted by BZRTH Shareholders to purchase or acquire any of the shares of BZRTH Common Stock or any interest in any of the shares of BZRTH Common Stock. Upon transfer of the shares of BZRTH Common Stock to SGMD hereunder at the Closing, SGMD will receive the entire legal and beneficial interest in the shares of BZRTH Common Stock, free and clear of all liens, claims, and encumbrances and subject to no legal or equitable restrictions of any kind.
Clause type: investment-company-act
 The Company is not an Investment Company (as defined in the Investment Company Act of 1940).
Clause type: assignment
This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original.
Clause type: now
THEREFORE in consideration of the mutual covenants and other agreements contained in this Agreement the Company and the Subscribers hereby agree as follows: