bhaskrr/legal-clauses huggingface dataset:
Clause type: base-salary
 During the Employment Period, Employee's initial base salary shall be the Initial Base Salary set forth in the Schedule of Terms of Employment per annum or such higher rate as the Board may designate from time to time (as so adjusted, the "Base Salary"), which Base Salary shall be payable in regular installments in accordance with the Company's general payroll practices. In addition, during the Employment Period, Employee shall be entitled to participate in all of the Company's employee benefit programs for which similar employees of the Company are generally eligible.
Clause type: miscellaneous
This Agreement cannot be changed or terminated orally. This Agreement and the Plan contain the entire agreement between the parties relating to the subject matter hereof. The section headings herein are intended for reference only and shall not affect the interpretation hereof.
Clause type: investments
 No Credit Party shall, nor shall they permit any Subsidiary to, directly or indirectly, make any Investments, except:
Clause type: ownership_of_shares
 Upon conveyance of the QV Voting Stock of Sundog to Envision at the Closing, and assuming (i) that the representations and warranties of Rock set forth in Section 2A are true and correct and (ii) that Rock conveys to Envision its QV Voting Stock pursuant to Section 1.1 hereof, to the reasonable best knowledge of Sundog, Envision will own 80.05% of the voting power of all voting stock of QV. Each of the shares of QV Voting Stock to be tendered by Sundog at the Closing is owned beneficially by Sundog, free and clear of any encumbrance and is duly authorized, validly issued, fully paid, non-assessable and free of any preemptive rights, except for such rights of first refusal as may exist in favor of QV, if any. At the Closing, each of such shares of QV Voting Stock conveyed by Sundog to Envision will be free of any encumbrance or preemptive rights. Sundog has full power and authority to convey good marketable title to its shares of QV Voting Stock.
Clause type: ownership_of_shares
 Neither Parent nor any of its Subsidiaries "beneficially owns," or is the "beneficial owner" of, any Shares (terms in quotation marks in this Section 5.2(j) having the meaning ascribed to such terms under Rule 13d-3(a) under the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act")).
Clause type: loans
 The Company may, as determined by the Manager, borrow money from one or any Manager, Member, or third person upon such terms and conditions as the Manager shall determine in its sole discretion.
Clause type: capitalization
 The authorized capital stock of Es3 consists of 20,000,000 shares of Common Stock par value $0.01, of which 18,108,750 shares are issued and outstanding. All Es3 Shares outstanding as of the date of this Agreement have been duly authorized and validly issued, are fully paid and nonassessable, and are free of preemptive rights.
Clause type: investment-company-act
 The Seller is an “investment company” that has elected to be regulated as a “business development company” within the meaning of the Investment Company Act. The Seller conducts its business and other activities in compliance in all material respects with the applicable provisions of the Investment Company Act and any applicable rules, regulations or orders issued by the SEC thereunder. The representations and warranties set forth in this Section 4.1 shall survive the sale, transfer and assignment of the Transferred Loans to the Buyer. Upon discovery by the Seller or the Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other immediately upon obtaining knowledge of such breach.
Clause type: assignment
(a) The Borrower may not assign or transfer any of its rights or obligations hereunder or under the other Loan Documents without the prior written consent of the Lenders.
Clause type: headings
The section headings inserted in this Amendment are provided for convenience of reference only and shall not be used in the construction or interpretation of this Amendment.
Clause type: capitalization
 The authorized capital of the Company consists, or will consist, immediately prior to the Closing, of:
Clause type: payment
 The delivery to us of cash, check or money order in U.S. Dollars with the direction to apply such amounts to the Account.
Clause type: now
THEREFORE in consideration of the mutual agreements herein made, the Trust and the Custodian hereby agree as follows:
Clause type: miscellaneous
UBS, an indirect, wholly owned subsidiary of UBS AG, is not a bank and is separate from any affiliated bank, including any U.S. branch or agency of UBS AG. Because UBS is a separately incorporated entity, it is solely responsible for its own contractual obligations and commitments, including obligations with respect to sales and purchases of securities. Securities sold, offered or recommended by UBS are not deposits, are not insured by the Federal Deposit Insurance Corporation, are not guaranteed by a branch or agency, and are not otherwise an obligation or responsibility of a branch or agency. Very truly yours, SEQUANS COMMUNICATIONS, S.A. By: Name: Title: THE SELLING SECURITYHOLDERS NAMED IN SCHEDULE C HERETO By: [REPRESENTATIVE], Attorney-in-Fact By: Name: Title: Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC JEFFERIES & COMPANY, INC. By: UBS SECURITIES LLC By: Name: Title: By: Name: Title: By: JEFFERIES & COMPANY, INC. By: Name: Title: By: Name: Title: Underwriter Number of Firm ADSs UBS SECURITIES LLC [ ] JEFFERIES & COMPANY, INC. [ ] ROBERT W. BAIRD & COMPANY [ ] NEEDHAM & COMPANY [ ] NATIXIS [ ] Total [ ] [ ] Number of Firm ADSs Number of Additional ADSs Company [# of Firm ADSs from Company] [# of Company Additional ADSs] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] Total [# of Firm ADSs] [# of Additional ADSs] UBS Securities LLC Jefferies & Company, Inc. Together with the other Underwriters named in Schedule A to the Underwriting Agreement referred to herein c/o UBS Securities LLC 299 Park Avenue New York, New York 10171-0026 Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by Sequans Communications, S.A., a société anonyme incorporated in the French Republic (the “Company”), the Selling Securityholders named therein and you and the other underwriters named in Schedule A to the Underwriting Agreement, with respect to the public offering (the “Offering”) of American Depositary Shares (the “ADSs”), representing ordinary shares of the Company, nominal value €0.02 per share (the “Ordinary Shares”). In order to induce you to enter into the Underwriting Agreement, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning as of the Effective Date (as defined below) and ending on, and including, the date that is 180...
Clause type: whereas
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.
Clause type: interest
 Borrower shall pay interest to Administrative Agent for the account of the applicable Bank on the outstanding and unpaid principal amount of the Loans, at a rate per annum as follows: (1) for Base Rate Loans at a rate equal to the Base Rate plus the Applicable Margin; (2) for LIBOR Loans at a rate equal to the applicable LIBOR Interest Rate plus the Applicable Margin; and (3) for Bid Rate Loans at a rate equal to the applicable LIBOR Bid Rate. Any principal amount not paid when due (when scheduled, at acceleration or otherwise) shall bear interest thereafter, payable on demand, at the Default Rate. The interest rate on Base Rate Loans shall change when the Base Rate changes. Interest on Base Rate Loans, LIBOR Loans and Bid Rate Loans shall not exceed the maximum amount permitted under applicable law. Interest shall be calculated for the actual number of days elapsed on the basis of a year consisting of three hundred sixty (360) days. Accrued interest shall be due and payable in arrears, (x) in the case of both Base Rate Loans and LIBOR Loans, on the first Banking Day of each calendar month and (y) in the case of Bid Rate Loans, at the expiration of the Interest Period applicable thereto, but no less frequently than once every three (3) months determined on the basis of the first (1st) day of the Interest Period applicable to the Loan in question; provided, however, that interest accruing at the Default Rate shall be due and payable on demand.
Clause type: taxes
 (a) (i) The Company and each Company Subsidiary have timely filed (taking into account any extension of time within which to file) all material federal, state and foreign income and franchise tax returns (“Tax Returns”) required to be filed by them and have paid and discharged all material Taxes shown as due thereon, other than such payments as are being contested in good faith by appropriate proceedings; (ii) all such Tax Returns are true, accurate and complete in all material respects; (iii) no Governmental Authority is now asserting or, to the knowledge of the Company, threatening to assert against the Company or any Company Subsidiary any deficiency or claim for any material amount of Taxes or interest thereon or penalties in connection therewith; (iv) there are no pending or, to the knowledge of the Company, threatened Actions for the assessment or collection of material Taxes against the Company or any Company Subsidiary; (v) the Company and the Company Subsidiaries have each properly and timely withheld, collected and deposited all material Taxes that are required to be withheld, collected and deposited under applicable Law; and (vi) neither the Company nor any Company Subsidiary has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any material amount of Tax.
Clause type: severability
To the extent any provision of this Agreement shall be invalid or unenforceable, it shall be considered deleted herefrom and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect. In furtherance and not in limitation of the foregoing, should the duration or geographical extent of, or business activities covered by, any provision of this Agreement be in excess of that which is valid and enforceable under applicable law, then such provision shall be construed to cover only that duration, extent or activities which may validly and enforceably be covered. The Executive acknowledges the uncertainty of the law in this respect and expressly stipulates that this Agreement be given the construction which renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.
Clause type: taxes
 Pentegra has filed all tax returns (including tax reports and other statements) required to have been filed by it, and has paid all taxes (including any interest, penalty or additions thereto) required to have been paid by it, other than as would not have a material adverse effect. Pentegra has not received any notice that any tax deficiency or delinquency has been or may be asserted against Pentegra. There are no audits relating to taxes of Pentegra pending or in process or, to the knowledge of Pentegra, threatened. Pentegra is not currently the beneficiary of any waiver of any statute of limitations in respect of taxes nor of any extension of time within which to file any tax return or to pay any tax assessment or deficiency.
Clause type: representations
and Warranties. The representations and warranties of the Company contained herein shall be true and correct in all material respects (except for those representations and warranties which are qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects) as of the date when made and as of the Closing Date, as though made on and as of such date, except for such representations and warranties that speak as of a specific date.
Clause type: interest
 Should Tenant fail to pay any amount due to Landlord within 30 days of the date such amount is due (whether Base Rent, Additional Rent, or any other payment obligation), then the amount due shall thereafter accrue interest at the rate of twelve percent (12%) per annum, compounded monthly, or the highest permissible rate under applicable usury law, whichever is less, until the amount is paid in full.
Clause type: entire
Agreement. Section 1. The parties acknowledge that during negotiations which resulted in this Agreement, each had the unlimited right and opportunity to make demands and proposals with respect to any subject or matter not removed by law from the area of collective bargaining, and that the understandings and agreements arrived at by the parties after the exercise of that right and opportunity are set forth in this Agreement.
Clause type: headings
Headings used in this Agreement have been included for convenience and ease of reference only and will not in any manner influence the construction or interpretation of any provision of this Agreement.
Clause type: miscellaneous
(a) Any amendment or waiver of any provision of this Assignment and Acceptance shall be in writing and signed by the parties hereto. No failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof and any waiver of any breach of the provisions of this Assignment and Acceptance shall be without prejudice to any rights with respect to any other or further breach thereof.
Clause type: payment
 Subscriber shall assume full and complete responsibility for the payment of any taxes, charges or assessments imposed on Subscriber or NASDAQ OMX (except for federal, state or local income taxes, if any, imposed on NASDAQ OMX) by any foreign or domestic national, state, provincial or local governmental bodies, or subdivisions thereof, and any penalties or interest relating to the provision of the Information to Subscriber. Interest shall be due from the date of the invoice to the time that the amount(s) that are due have been paid. To the extent permitted by applicable law, Subscriber acknowledges and agrees that the termination of the Distributor's Service for failure to make payments shall not be considered an improper limitation of access by NASDAQ OMX. For Professional or Business Subscribers, if any payment is due directly to NASDAQ OMX under this Agreement, payment in full is due NASDAQ OMX in immediately available funds, in the currency specified by NASDAQ OMX by a check to NASDAQ OMX, by electronic funds transfer to an
Clause type: interest
 Interest on the unpaid Principal (“Interest”) during the period from the Issue Date through the Maturity Date, shall accrue at a rate of seven percent (7%) per annum, non-compounding. Interest shall be computed on the basis of a 365-day year applied to actual days elapsed. Unless the Interest on this Note is earlier paid, converted or accelerated in accordance with the provisions hereof, all Interest then accrued and unpaid shall be due and payable in cash on the Maturity Date (concurrently with the payment of Principal as provided in Section 2.1).
Clause type: investment-company-act
 An "investment company," or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, as amended.
Clause type: governing
Law. This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware (without giving effect to principles of conflicts of laws).
Clause type: board
 There is hereby established a Board of Directors of the Partnership consisting of six members, or such even number of Directors as the Partners may from time to time agree upon, to have and exercise final authority, except as otherwise provided herein or in the Agency Agreement, with respect to the affairs of the Partnership specified in this Agreement. The initial members of the Board of Directors shall be appointed by the Partners on or prior to December 26, 1988, and shall consist of three members appointed by STAR and three members appointed by CITIZEN. Each member shall hold office until he shall die, resign or be removed (with or without cause or notice) by the Partner that he represents, whereupon such Partner shall appoint such member’s successor to the Board of Directors. Each member shall have one vote.
Clause type: taxes
 The Company will pay all taxes (including interest and penalties), other than taxes imposed on the income of the Purchaser, which may be payable in respect of the execution and delivery of this Agreement or of the execution and delivery (but not the subsequent transfer) of any of the Securities or of any amendment of, or waiver or consent under or with respect to, this Agreement or of any of the Securities and will save the Purchaser and all subsequent holders of the Securities harmless against any loss or liability resulting from nonpayment or delay in payment of any such tax.
Clause type: ownership_of_shares
 (a) Except as set forth on Schedule 4.05, Seller is the record and beneficial owner of all outstanding Shares of BGH Holdings and BRH Holdings. Except as set forth on Schedule 4.05, Seller has good and marketable title to the Shares, free and clear of any Liens. At Closing, Seller will have good and marketable title to the Shares, free and clear of any Lien and have the right, title, power and authority to sell, assign, transfer and deliver the Shares to Buyer.
Clause type: capitalization
 28 Section 5.4 Authority; Noncontravention; Statutory Approvals; Compliance . . . . . . . . . . . . . . . . . . . . . . . 29 (a) Authority . . . . . . . . . . . . . . . . . . . . . 29 (b) Noncontravention . . . . . . . . . . . . . . . . . 29 (c) Statutory Approvals . . . . . . . . . . . . . . . . 30 (d) Compliance . . . . . . . . . . . . . . . . . . . . 30 Section 5.5
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof. NUVEEN FUND ADVISORS, LLC By: Name: Kevin J. McCarthy Title: Managing Director Agreed and Accepted: RBC CAPITAL MARKETS, LLC By: Name: Title: RBC Capital Markets, LLC Three World Financial Center, 8th Floor 200 Vesey Street, New York, New York 10281-8098 Ladies and Gentlemen: In connection with the engagement of RBC Capital Markets, LLC (the “Bank”) to advise and assist the undersigned, Nuveen Fund Advisors, LLC (together with its successors and assigns, the “Company”), with respect to the matters set forth in the Structuring Fee Agreement dated November 12, 2015 between the Company and the Bank (the “Agreement”), in the event that the Bank, any of its affiliates, each other person, if any, controlling the Bank or any of its affiliates, their respective officers, current and former directors, employees and agents or the successors or assigns of any of the foregoing persons (the Bank and each such other person or entity being referred to as an “Indemnified Party”) becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) with respect to the Agreement, the Company agrees to indemnify, defend and hold each Indemnified Party harmless to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses, including reasonably incurred fees and expenses of counsel to the Indemnified Parties, with respect to the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted primarily from the bad faith, gross negligence or willful misconduct of such Indemnified Party. In addition, in the event that an Indemnified Party becomes involved in any capacity in any Proceeding with respect to the Agreement, the Company will reimburse such Indemnified Party for reasonable legal and other expenses (including the cost of any investigation and ...
Clause type: taxes
 The Company has filed on a timely basis all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure to so file would not result in a Material Adverse Effect) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it to the extent due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or would not result in a Material Adverse Effect.
Clause type: capitalization
 The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. 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 a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, 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 Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding s...
Clause type: investment-company-act
 The Company will use commercially reasonable efforts to conduct its affairs in such a manner so as to reasonably ensure that will not be or become, at any time prior to the termination or expiration of this Agreement, an “investment company,” as such term is defined in the Investment Company Act.