bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 The authorized capital stock of Vaalco consists exclusively of 50,000,000 shares of Vaalco Common Stock, of which 15,566,527 shares are issued and outstanding and 5,395 shares are held in its treasury as of the date hereof, and 5,000,000 shares of preferred stock, $25.00 par value per share, none of which shares are outstanding as of the date hereof or held in its treasury. The Vaalco Shares to be issued at the Closing have been duly authorized and when issued will have been validly issued and fully paid and non-assessable and not subject to preemptive rights. All issued and outstanding shares of capital stock have been validly issued, are fully paid and non-assessable and were issued free of preemptive rights, in compliance with any rights of first refusal, and in compliance with all legal requirements. No share of capital stock of Vaalco has been, or may be required to be, reacquired by Vaalco for any reason or is, or may be required to be, issued by Vaalco for any reason, including, without limitation, by reason of any option, warrant, security or right convertible into or exchangeable for such shares, or any agreement to issue any of the foregoing, except for 3,075,000 of Vaalco Common Stock shares reserved for issuance pursuant to options described in Schedule 4.3 granted to the current and former employees of the Vaalco Consolidated Group named in Schedule 4.3.
Clause type: payment
 Vendor shall submit bills for compensation for goods, services or expenses in sufficient detail for a pre-and post-audit; payment procedures and invoice requirements are available on FIU’s Office of the Controller’s Payment Services website. FIU will make payment in accordance with FIU Regulation FIU-2202. If FIU does not issue payment within 40 days of receipt of a proper invoice, FIU will pay to Vendor, an interest penalty at the rate established pursuant to §55.03(1) Fla. Stat. if the interest exceeds one dollar ($1.00). The foregoing provisions apply only to undisputed amounts for which payment has been authorized by FIU. Vendors experiencing payment problems may contact the Vendor Ombudsman at (305) 348- 3889. FIU may make payments to Vendor via the University’s EFT/ACH payment process. Vendor shall provide the necessary information to FIU upon request. If Vendor is making payment to FIU, Vendor shall pay timely and not offset any amounts or be cause for termination.
Clause type: definitions
For purposes of this Agreement, the following terms shall have the following meanings:
Clause type: headings
The headings of Articles and Sections herein are inserted for convenience of reference only and shall be ignored in the construction or interpretation hereof.
Clause type: loans
 Subject to the terms and conditions hereinafter set forth, the Bank agrees to make Loans to any or all of the Borrowers and, with respect to Borrowers composed of Portfolios, any and all of the Portfolios at the Principal Office of the Bank on any Business Day prior to the Termination Date, in such amounts as the Borrowers may request; provided, however, that any such requests by the Borrowers or the Portfolios may not exceed the Aggregate Eligible Loan Amount as to all Borrowers and Portfolios and the Eligible Loan Amount as to any Borrower or Portfolio and further provided that the aggregate of all Loans to any or all of the Borrowers outstanding shall at no time exceed the lesser of (a) the Aggregate Eligible Loan Amount; or (b) $20,000,000. Within the foregoing limits, subject to the terms and conditions of this Agreement, any or all of the Borrowers and, with respect to Borrowers composed of Portfolios, any and all of the Portfolios may obtain Loans, repay Loans in whole or in part and obtain Loans again on one or more occasions. The Loans shall be evidenced by the respective Note of each Borrower or Portfolio, dated as of the date hereof. The Borrowers and Portfolios severally but not jointly hereby irrevocably authorize the Bank to make or cause to be made, on a schedule to be attached to the Notes or on the books of the Bank, at or following the time of making each Loan and of receiving any payment of principal, an appropriate notation reflecting such transaction and the then aggregate unpaid principal balance of the Loans. The amount so noted shall constitute presumptive evidence as to the amount owed by the Borrowers and the Portfolios with respect to the principal amount of the Loans. Failure of the Bank to make any such notation shall not, however, affect any obligation of the Borrowers and the Portfolios hereunder or under the Notes.
Clause type: investments
 No Lincoln Party shall make or have outstanding any Investment, other than:
Clause type: definitions
In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated:
Clause type: compensation
 The Board of Managers shall have the authority to fix the compensation of Managers, which compensation may include reimbursement of the expenses, if any, of attendance at meetings of the Board of Managers or of a committee.
Clause type: termination
This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the Company Stockholder Approval has been obtained (with any termination by Parent also being an effective termination by Merger Sub):
Clause type: headings
The captions of the various Articles and Sections of this Agreement have been inserted only for convenience of reference and shall not be deemed to modify, explain, enlarge or restrict any of the provisions of this Agreement.
Clause type: base-salary
 During the Term, Executive shall receive a base salary (the “Base Salary”) of $360,000 per year. The Base Salary shall be reviewed annually by the Board of Directors of the Company (the “Board”) and may be increased (but not reduced) from time to time by the Board in its sole discretion. The Base Salary shall be paid in accordance with the Company’s customary payroll practices, as in effect from time to time, but no less often than monthly.
Clause type: termination
(a) Cowen shall have the right by giving notice as hereinafter specified at any time to terminate this Agreement if (i) any Material Adverse Change, or any development that could reasonably be expected to result in a Material Adverse Change has occurred that, in the reasonable judgment of Cowen, may materially impair the ability of Cowen to sell the Placement Shares hereunder, (ii) the Company shall have failed, refused or been unable to perform any agreement on its part to be performed hereunder; provided, however, in the case of any failure of the Company to deliver (or cause another person to deliver) any certification, opinion, or letter required under Sections 7(m), 7(n), or 7(o), Cowen’s right to terminate shall not arise unless such failure to deliver (or cause to be delivered) continues for more than thirty (30) days from the date such delivery was required; or (iii) any other condition of Cowen’s obligations hereunder is not fulfilled, or (iv), any suspension or limitation of trading in the Placement Shares or in securities generally on Nasdaq shall have occurred. Any such termination shall be without liability of any party to any other party except that the provisions of Section 7(g) (Expenses), Section 9 (Indemnification and Contribution), Section 10 (Representations and Agreements to Survive Delivery), Section 16 (Applicable Law; Consent to Jurisdiction) and Section 17 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If Cowen elects to terminate this Agreement as provided in this Section 11(a), Cowen shall provide the required notice as specified in Section 12 (Notices).
Clause type: headings
The section headings used in this Agreement and any Terms Agreement are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the Manager. Very truly yours, By: /s/ Nathan J. Mazurek Name: Nathan J. Mazurek Title: CEO Address for Notice: 400 Kelby Street, 12th Floor Fort Lee, New Jersey 07024 Attention: _____________ Email: ______________ The foregoing Agreement is hereby confirmed and accepted as of the date first written above. By: /s/ Edward D. Silvera Name: Edward D. Silvera Title: Chief Operating Officer Address for Notice: 430 Park Avenue New York, New York 10022 Attention: Chief Executive Officer E-mail: notices@hcwco.com Dear Sirs: Pioneer Power Solutions, Inc. (the “Company”) proposes, subject to the terms and conditions stated herein and in the At The Market Offering Agreement, dated October 20, 2020 (the “At The Market Offering Agreement”), between the Company and H.C. Wainwright & Co., LLC (“Agent”), to issue and sell to Agent the securities specified in the Schedule I hereto (the “Purchased Shares”). Each of the provisions of the At The Market Offering Agreement not specifically related to the solicitation by Agent, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement and the Time of Delivery, except that each representation and warranty in Section 3 of the At The Market Offering Agreement which makes reference to the Prospectus (as therein defined) shall be deemed to be a representation and warranty as of the date of the At The Market Offering Agreement in relation to the Prospectus, and also a representation and warranty as of the date of this Terms Agreement and the Time of Delivery in relation to the Prospectus as amended and supplemented to relate to the Purchased Shares. An amendment to the Registration Statement (as defined in the At The Market Offering Agreement), or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares, in the form here...
Clause type: loans
 Any Partner may loan funds to the Partnership on such terms and conditions as are agreed upon by the lending Partner and the General Partner. No Partner shall receive any credit to its Capital Account for any loans made by it or any of its affiliates to the Partnership.
Clause type: confidentiality
Processor agrees that all information concerning the Obligors of the Receivables which comes into Processor’s possession pursuant to this Agreement, other than that which is already known by Processor or to the general public, will be treated in a confidential manner.
Clause type: investments
 No Borrower shall, and Anixter shall not permit any of its Subsidiaries to, directly or indirectly make or commit to make any advance, loan, extension of credit or capital contribution, or purchase of any stock, bonds, notes, debentures or other securities or evidences of indebtedness of, or make any other investment in, any Person, including, without limitation, any Affiliate of Anixter (all such transactions being referred to as "Investments") except:
Clause type: now
THEREFORE in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree as follows:
Clause type: governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Clause type: capitalization
 The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, of which 2,508,500 shares will be issued and outstanding immediately prior to the First Closing, and 25,000,000 shares of Preferred Stock, of which 10,500,000 are designated Series A Preferred Stock, 600,000 are designated Series B Preferred Stock, and 800,000 are designated Series C Preferred Stock, none of which will be issued and outstanding immediately prior to the First Closing. No other shares of capital stock or other securities of the Company are outstanding. All such issued and outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable and have been offered, issued, sold and delivered by the Company in compliance with applicable federal and state securities laws. The Shares have the rights, preferences and privileges set forth in the Restated Certificate, and all such rights, preferences and privileges are valid, binding and enforceable in accordance with all applicable laws. The stockholders of record and holders of subscriptions, warrants, options, convertible securities and other rights to purchase or otherwise acquire equity securities of the Company, and the number of shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each are as set forth in Exhibit B. All of the outstanding shares of stock held by each such holder are subject to vesting as described in Exhibit B, and the Company has the right to repurchase unvested shares upon the termination of such holder's employment or other business relationship with the Company at the original purchase price per share paid to the Company by such holder. The Company has reserved 1,000,000 shares of its Common Stock (the "Reserved Shares") for issuance pursuant to the Company's 1996 Stock Plan. Except for the transactions contemplated in the Agreements, the conversion privileges of the Company's
Clause type: board
 Section l. Power and Responsibility: Subject to the limitations imposed by the Articles of Incorporation, these Bylaws or the Florida Business Corporation Act, all corporate powers and responsibilities shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board of Directors.
Clause type: confidentiality
(a) The terms of the Confidentiality Agreement are hereby incorporated herein by reference and shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement and the obligations of the Purchaser under this Section 5.03 shall terminate; provided, however, that the Confidentiality Agreement shall terminate only in respect of that portion of the Evaluation Material (as defined in the Confidentiality Agreement) exclusively relating to the Business and the transactions contemplated by this Agreement. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect.
Clause type: investment-company-act
 The Borrower is not an “investment company” or an “affiliated person” of or “promoter” or “principal underwriter” for an “investment company” as such terms are defined in the 1940 Act, nor is the Borrower otherwise subject to regulation thereunder and the Borrower does not rely solely on the exemption from the definition of “investment company” in Section 3(c)(1) and/or 3(c)(7) of the 1940 Act (although such exemptions may be available).
Clause type: vesting
 Subject to the following provisions of this Paragraph 4, the total number of Shares subject to this Option shall vest in twenty-five percent (25%) increments on each of [anniversaries 1-4 of Grant Date]. The vested Shares that may be acquired under the Option may be purchased at any time after they become vested, in whole or in part, during the Option Period. In addition, the total number of Shares subject to this Option shall vest and become exercisable upon the occurrence of one of the events described below in Paragraph 6(c) or 6(d).
Clause type: investment-company-act
 Neither Ionis nor any subsidiary is, and after giving effect to the offer and sale of the Shares will be, required to register as, (i) an “investment company” or a company “controlled” by an “investment company” within the meaning of the United States Investment Company Act of 1940, as amended (the “Investment Company Act”), and the rules and regulations of the SEC thereunder or (ii) a “business development company” (as defined in Section 2(a)(48) of the Investment Company Act).
Clause type: taxes
 Such Grantor will pay when due all taxes, assessments and governmental charges and levies upon the Collateral owned by such Grantor, except (i) those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with GAAP and with respect to which no Lien exists, and (ii) those which by reason of the amount involved or the remedies available to the taxing authority could not reasonably be expected to have a Material Adverse Effect.
Clause type: compensation
 Schedule 4.23 is a complete list setting forth the names and current total compensation, including, without limitation, salary and bonuses paid to employees and draws or other distributions paid to partners, members or owners of each Person who earned from the Company or a Company Subsidiary in 1998 total compensation in excess of $100,000. Except as set forth in Schedule 4.23, no Person listed thereon has received any bonus or increase in compensation and there has been no "general increase" in the compensation or rate of compensation payable to any employees, partners, members or owners of the Company or any Company Subsidiary since the date of the Latest Balance Sheet, other than in the Company's and Company Subsidiaries' ordinary course of business, consistent with past custom and practices, nor since that date has there been any oral or written promise to employees, partners, members or owners of any bonus or increase in compensation, other than in the Company's and Company Subsidiaries' ordinary course of business, consistent with past custom and practices. The term "general increase" as used herein means any increase generally applicable to a class or group, but does not include increases granted to individuals for merit, length of service or change in position or responsibility made on the basis of the custom and past practices of the Company or any Company Subsidiary. Schedule 4.23 includes the date and amount of the last bonus or similar distribution or increase in compensation for each listed individual.
Clause type: taxes
 Borrower shall, and shall cause each Significant Subsidiary to, file all tax returns and pay, or cause to be paid, as and when due and prior to delinquency, all material taxes, assessments and governmental charges of any kind that may at any time be lawfully assessed or levied against or with respect to it; provided that Borrower or any Significant Subsidiary may contest in good faith any such taxes, assessments and other charges and, in such event, may permit the taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when such Person is in good faith contesting the same, so long as (a) adequate reserves have been established in accordance with GAAP, (b) enforcement of the contested tax, assessment or other charge is effectively stayed for the entire duration of such contest if such enforcement could reasonably be expected to have a Material Adverse Effect on Borrower, and (c) any tax, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest.
Clause type: governing
Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES HERETO SHALL BE GOVERNED BY, THE LAW OF THE STATE OF ILLINOIS WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.
Clause type: ownership_of_shares
 The Seller owns of record and beneficially all of the Shares, and will have, at the time of the Closing, good and valid title to the Shares, free and clear of all Encumbrances.
Clause type: notices
Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, three (3) days after the date of mailing.
Clause type: entire
Agreement. This Agreement and the Confidentiality Agreement constitute the entire agreement, and supersede all prior agreements and understandings (written and oral), among the parties with respect to the subject matter of this Agreement.
Clause type: ownership_of_shares
 To the knowledge of Venus, none of its stockholders, who will receive the shares of Xplor Stock issued to Venus at the Closing upon the contemplated dissolution of Venus, has any plan or intention of selling or otherwise disposing of such shares.
Clause type: loans
 Subject to the terms and conditions of this Agreement, from time to time during the period from the Effective Date to the earlier of (i) May 12, 2016 or (ii) the consummation of Borrower’s “Qualified Public Offering” (as such term is defined in the limited liability company agreement of Borrower) (the “Maturity Date”), Lender agrees to make loans (“Loans”) to Borrower in an aggregate principal amount outstanding not to exceed $500,000,000 (the “Commitment Amount”) at any time and from time to time. Within the foregoing limits, Borrower may borrow, repay and reborrow Loans in accordance with the terms and conditions hereof.
Clause type: base-salary
 Stroud Energy shall pay to the Executive for his services under this Agreement an annual base salary ("Base Salary"). The Base Salary on the effective date of this Agreement shall be at least $300,000.00. The Base Salary is subject to annual adjustment at the discretion of the Board within 120 days after the beginning of each calendar year to be effective as of February 1 of such year, but in no event shall Stroud Energy pay the Executive a Base Salary less than that set forth above without the written consent of Executive. The Base Salary shall be payable in installments in accordance with the general payroll practices of Stroud Energy, or as otherwise mutually agreed upon.
Clause type: assignment
Neither party shall assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the other party; provided, however, that no consent shall be unreasonably withheld and provided further that CIM shall have the right to assign its rights hereunder to any direct or indirect subsidiary of Cox Enterprises, Inc. Subject to the foregoing, this Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.
Clause type: representations
and Warranties a. Each of Broker and Issuer respectively makes the following representations and warranties to NCPS: