bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 Schedule 5.7 to the Disclosure Schedules sets forth as of the date hereof (a) the authorized capital stock of the Company; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Notes and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. 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 described on Schedule 5.7 to the Disclosure Schedules, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or 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 securities or rights convertible or exchangeable into shares of Common Stock, other than in connection with the Share Exchange Agreement and the Company’s stock option plans. The issue 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 Investors) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. Except as described on Schedule 5.7 to the Disclosure Schedules and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 5.7 to the Disclosure Schedules, and except as provided in the Registration Right...
Clause type: definitions
Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.
Clause type: grant
 To secure the payment or performance, as the case may be, in full of the Secured Obligations, Mortgagor MORTGAGES, GRANTS, BARGAINS, ASSIGNS, SELLS, CONVEYS and CONFIRMS, to Mortgagee, for the benefit of the Secured Parties, and hereby grants to Mortgagee, for the benefit of the Secured Parties, a mortgage lien upon and a security interest in all of Mortgagor’s estate, right, title and interest in and to the Mortgaged Property, subject, however, to Permitted Liens, TO HAVE AND TO HOLD the Mortgaged Property to Mortgagee, for the benefit of the Secured Parties, and Mortgagor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Mortgagee.
Clause type: payment
 Upon delivery of a Purchase Order by Customer, Idera shall deliver an invoice to Customer specifying the license fees and Maintenance Services fees payable pursuant to such Purchase Order. Customer shall pay all license fees and Maintenance Services fees specified therein within thirty (30) days of Customer’s receipt of such invoice. All fees payable by Customer in respect of such Ancillary Services may be separately invoiced. Customer’s payment obligation with respect to all license fees and Maintenance Services fees owing hereunder shall be independent of the provision of Ancillary Services, whether or not such Ancillary Services are separately invoiced. Any late payment of any amount owing hereunder shall accrue interest at a rate equal to the lesser of (i) 15% per annum and (ii) the maximum rate permitted by law.
Clause type: notices
(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:
Clause type: dividends
 Whenever there shall have been paid, or declared and set aside for payment, to the holders of shares of any class of stock having preference over the Common Stock as to the payment of dividends, the full amount of dividends and of sinking fund or retirement payments, if any, to which such holders are respectively entitled in preference to the Common Stock, then dividends may be paid on the Common Stock and on any class or series of stock entitled to participate therewith as to dividends, out of any assets legally available for the payment of dividends thereon, but only when and as declared by the Board of Directors of the Corporation.
Clause type: ownership_of_shares
 Anderson is the record and Beneficial Owner ------------------- of the number of Shares set forth opposite Anderson's name on Schedule A hereto. On the date hereof, the Shares set forth opposite Anderson's name on Schedule A hereto constitute all of the Shares owned of record or Beneficially Owned by Anderson. Anderson owns such Shares free and clear of all liens, claims, charges, security interests, mortgages or other encumbrances, and such Shares are subject to no rights of first refusal, put rights, other rights to purchase or encumber such Shares, or to any agreements other than this Agreement as to the encumbrance or disposition of such Shares. Such Shares are duly and validly issued, fully paid and non-assessable. Anderson has sole voting power and sole power to issue instruction with respect to the matters set forth in Section 1 hereof, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares set forth opposite Anderson's name on Schedule A hereto, with no limitations, qualifications or restrictions on such rights.
Clause type: definitions
In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement.
Clause type: investments
 No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, except:
Clause type: severability
A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Contractor, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.
Clause type: definitions
Agreement: This Mortgage Loan Purchase Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.
Clause type: payment
 The failure of any Obligor to pay when due, declared due, or demanded by Agent, at the request of the Requisite Lenders, any of the Liabilities.
Clause type: severability
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
Clause type: payment
 Company further agrees, in furtherance of the foregoing and not in limitation of any other right which any Guarantied Party, Collateral Agent, any Agent or any other Person may have at law or in equity against Company by virtue hereof, upon the failure of any Borrower to pay any of the Guarantied Obligations when and as the same shall become due, whether by required prepayment, declaration or otherwise (including amounts which would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), Company will forthwith pay, or cause to be paid, in cash, to Collateral Agent for the ratable benefit of Guarantied Parties, an amount equal to the sum of the unpaid principal amount of such Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (including, without limitation, interest which, but for the filing of a petition in a bankruptcy, reorganization or other similar proceeding with respect to any Borrower, would have accrued on such Guarantied Obligations) and all other Guarantied Obligations then owed to Guarantied Parties as aforesaid. All such payments shall be applied promptly from time to time by Collateral Agent:
Clause type: payment
 Subject to compliance with the terms and conditions of this Warrant and applicable securities laws, this Warrant may be exercised by the delivery (including, without limitation, delivery by facsimile) of the form of Notice of Exercise attached hereto as Annex A (the "Notice of Exercise"), duly executed by the Holder, at the principal office of the Company, and as soon as practicable after such date, surrendering:
Clause type: miscellaneous
Section 11.1. Trust Indenture Act Controls................................................................. 74 Section 11.2. Notices...................................................................................... 74 Section 11.3. Communication by Holders with Other Holders.................................................. 76 Section 11.4. Certificate and Opinion as to Conditions Precedent........................................... 76 Section 11.5. Statements Required in Certificate or Opinion................................................ 76 Section 11.6. Rules by Trustee and Agents.................................................................. 76 Section 11.7. No Recourse Against Others................................................................... 77 Section 11.8. Governing Law................................................................................ 77 Section 11.9. No Adverse Interpretation of Other Agreements................................................ 77 Section 11.10. Successors................................................................................... 77 Section 11.11. Severability................................................................................. 77 Section 11.12. Counterpart Originals........................................................................ 77 Section 11.13. Variable Provisions.......................................................................... 77 Section 11.14. Provisions of Indenture for the Sole Benefit of Parties and Holders. ........................ 78 Section 11.15. Table of Contents, Headings, etc............................................................. 78 Section 11.16. No Personal Liability of Directors, Officers, Employees, Incorporator and Stockholders. ..... 78 SIGNATURES....................................................................................................... 69 EXHIBIT A FORM OF NOTE EXHIBIT B FORM OF EXCHANGE NOTE EXHIBIT C FORM OF LEGEND FOR GLOBAL NOTES EXHIBIT D FORM OF TRANSFER CERTIFICATE FOR INSTITUTIONAL ACCREDITED INVESTORS EXHIBIT E FORM OF CERTIFICATE FOR REGULATION S TRANSFERS EXHIBIT F FORM OF SUBSIDIARY GUARANTEE INDENTURE, dated as of March 10, 2004 among Trinity Industries, Inc., a Delaware corporation (the "Company"), the Guarantors from time to time party hereto and Wells Fargo Bank, National Association, a national banking corporation, as trustee, (the "Trustee"). Each party agrees as follows for the benefit of the other party and ...
Clause type: ownership_of_shares
 Except for Shares owned by employment benefit plans maintained or contributed to by Parent or any of its Subsidiaries (the "PARENT BENEFIT PLANS") or as set forth in the Parent Disclosure Letter, neither Parent nor, to its Knowledge, any of its Affiliates or Associates, each as defined in the Exchange Act (excluding for purposes hereof any outside director of Parent, provided that such directors do not hold in the aggregate more than 1% of the Shares), (i) beneficially owns (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly or (ii) is party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, in each case, shares of capital stock of the Company.
Clause type: termination
Without prejudice to any other rights, Microsoft may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software and all of its component parts. Everett VSPro 5 Final 11.04.02
Clause type: notices
All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery. To the Company: Chardan NexTech Acquisition 2 Corp. 17 State Street, 21st Floor, New York, NY 10004 with a copy to: Reed Smith LLP 599 Lexington Avenue New York, NY 10022 Attn: Ari Edelman, Esq. To an Investor, to the address set forth below such Investor’s name on Exhibit A hereto.
Clause type: capitalization
 The Depositor will not engage in any business for which its capitalization would not be adequate.
Clause type: board
 The members of the Board of Directors of the Delaware Corporation immediately after the effective date of the merger shall be those persons who were the members of the Board of Directors of the Delaware Corporation immediately prior to the effective date of the merger, and such persons shall serve in such offices, respectively, for the terms provided by law or in the Certificate of Incorporation and/or the Bylaws, or until their respective successors are elected and qualified.
Clause type: interest
 (a) Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Credit Loans.
Clause type: notices
For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or mailed by United States registered or certified mail, return receipt requested, postage prepaid, or by nationally recognized overnight delivery service providing for a signed return receipt, addressed to the Director at the home address set forth in the Funds' records and to the Funds at the address set forth on the first page of this Agreement, provided that all notices to the Funds shall be directed to the attention of the Presidents of the Funds or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.
Clause type: employee_benefits
 (a) Except as set forth on SCHEDULE 3.22, with respect to all employees, former employees, directors and independent contractors of the Company and their dependents and beneficiaries, neither the Company nor any ERISA Affiliate presently maintains, contributes to or has any Liability under or with respect to any Employee Benefit Plan. The plans, programs and arrangements set forth on SCHEDULE 3.22 are herein referred to as the "COMPANY EMPLOYEE BENEFIT PLANS." Each Company Employee Benefit Plan (and each related trust, insurance contract or other funding arrangement) complies in form and in operation in all material respects with the applicable requirements of ERISA, the Code, other applicable Laws and governing documents and agreements. With respect to each Company Employee Benefit Plan, there has been no act or omission by the Company or any ERISA Affiliate that would impair the right or ability of the Company or any ERISA Affiliate to unilaterally amend in whole or part or terminate such Company Employee Benefit Plan at any time, subject to the terms of any insurance contract or other contractual arrangements with third parties, and the Company has delivered to Buyer true and complete copies of: (i) the plan documents, including any related trust agreements, insurance contracts or other funding arrangements, or a written summary of the terms and conditions of the plan if there is no written plan document; (ii) the most recent IRS Form 5500; (iii) the most recent financial statement and, if applicable, actuarial valuation; (iv) all correspondence with the Internal Revenue Service, the Department of Labor and other governmental agencies with respect to the past three (3) plan years other than IRS Form 5500 filings; and (v) the most recent summary plan description.
Clause type: base-salary
 For services rendered by Matson to the Company during the Employment Term, the Company shall pay him a base salary of $350,000 per year, payable in accordance with the standard payroll practices of the Company, subject to annual increases in the sole discretion of the Chief Executive Officer and the Company's Board of Directors, taking into account the financial and operating performance of the Company's business and divisions and a qualitative assessment of Matson’s performance during such year.
Clause type: base-salary
 For all of the services rendered by the Executive hereunder for the first calendar year commencing on the Effective Date, the Company shall pay the Executive an annual base salary (“Base Salary”) of Seven Hundred Sixty-Seven Thousand Dollars ($767,000), payable in installments at such times as the Company shall pay its other senior level executives (but in any event no less often than monthly). The Executive’s Base Salary shall be reviewed at least annually prior to each of the anniversaries of the Effective Date and, in the discretion of the Compensation Committee (“Compensation Committee”) of the Board, the Executive’s Base Salary may be increased. In reviewing increases in the Executive’s Base Salary, the Compensation Committee shall consider factors including, but not limited to, the market for executives with skills and experience similar to those of the Executive, performance considerations, and the nature and extent of salary increases given to other employees of the Company during the prior year. In no event shall the Executive’s Base Salary be decreased to an amount less than Seven Hundred Sixty-Seven Thousand Dollars ($767,000) per annum.
Clause type: payment
 Payment for one half the project fee ($ ) and one half the estimated high range expenses ($ ) for a total of $ will be made at the signing of this contract. The balance, if any, will be paid by the FUND due thirty days after SCC sends its final invoice.
Clause type: ownership_of_shares
 As of the date hereof, Parent and its affiliates and Subsidiaries do not beneficially own any Shares. As of the date hereof, to the knowledge of Parent and except as contemplated in connection with this Agreement, the Voting Agreement and agreements contemplated herein and therein, neither Parent nor any of its affiliates or Subsidiaries has entered into any agreement, arrangement, or understanding, whether or not in writing, for the purpose of acquiring, holding, voting, or disposing of any Shares with any other person who beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such Shares, in each case, which would result in Parent or any of its affiliates or Subsidiaries being an “acquiring person” under chapter 23B.19 of the WBCA.
Clause type: indemnification
(a) The Borrower shall and hereby agrees to indemnify, defend and hold harmless the Agent, each of the Lenders, any affiliate of the Agent or any Lender, and their respective directors, officers, shareholders, agents, employees and counsel (each referred to herein as an “Indemnified Party”) from and against any and all of the following (collectively, the “Indemnified Costs”): losses, costs, claims, damages, liabilities, deficiencies, judgments or reasonable expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith, but excluding losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses indemnification in respect of which is specifically covered by Section 3.12. or 5.1. or expressly excluded from the coverage of such Sections 3.12. or 5.1.) incurred by an Indemnified Party in connection with, arising out of, or by reason of, any suit, cause of action, claim, arbitration, investigation or settlement, consent decree or other proceeding (the foregoing referred to herein as an “Indemnity Proceeding”) which is in any way related directly or indirectly to: (i) this Agreement or any other Loan Document or the transactions contemplated thereby; (ii) the making of any Loans or issuance of Letters of Credit hereunder; (iii) any actual or proposed use by the Borrower of the proceeds of the Loans or Letters of Credit; (iv) the Agent’s or any Lender’s entering into this Agreement; (v) the fact that the Agent and the Lenders have established the credit facility evidenced hereby in favor of the Borrower; (vi) the fact that the Agent and the Lenders are creditors of the Borrower and have or are alleged to have information regarding the financial condition, strategic plans or business operations of the Parent, the Borrower and the Subsidiaries; (vii) the fact that the Agent and the Lenders are material creditors of the Borrower and are alleged to influence directly or indirectly the business decisions or affairs of the Parent, the Borrower and the Subsidiaries or their financial condition; (viii) the exercise of any right or remedy the Agent or the Lenders may have under this Agreement or the other Loan Documents; or (ix) any violation or non compliance by the Parent, the Borrower or any Subsidiary of any Applicable Law (includi...