bhaskrr/legal-clauses huggingface dataset:
Clause type: base-salary
 The Bank agrees to pay Executive during the term of this Agreement a base salary at the rate of $650,000 per annum, payable in accordance with the Bank’s customary payroll practices. The Board of Directors of the Bank shall review annually the rate of Executive’s base salary based upon factors they deem relevant, and may maintain or increase his base salary, provided that no such action shall reduce the rate of base salary below the rate in effect on the Effective Date. In the absence of action by the Board of Directors, Executive shall continue to receive a base salary at the per annum rate specified on the Effective Date or, if another rate has been established under the provisions of this Section 3, the rate last properly established by action of the Board of Directors.
Clause type: taxes
 (a) Company and each of its subsidiaries have timely filed all material federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to Taxes required to be filed by or on behalf of Company and each of its subsidiaries with any Tax authority, such Returns are true, correct and complete in all material respects, and Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.
Clause type: investment-company-act
 The Borrower is not an “investment company” within the meaning of, and is not subject to registration under, the 1940 Act.
Clause type: whereas
the Licensee desires to use certain of the Licensor’s trademarks and service marks in connection with the Licensee’s activities, as described more fully below;
Clause type: base-salary
 During the Agreement Period the Company shall pay Executive an annual base salary of not less than $185,000 ("Base Salary"). Base Salary shall be paid in accordance with the Company's customary payroll practices. Base Salary may be increased at the discretion of the Compensation and Stock Option Committee of the Company Board of Directors (the "Committee") and once so increased shall not thereafter be decreased, except for across-the-board reductions similarly affecting all executives of the Company.
Clause type: investment_company
 The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.
Clause type: ownership_of_shares
 None of Parent or any of Parent’s “Affiliates” or “Associates” directly or indirectly “owns,” and at all times during the three (3) year period prior to the date of this Agreement, none of Parent or any of Parent’s “Affiliates” or “Associates” has “owned,” beneficially or otherwise, any shares of Company Common Stock, and neither Parent, Merger Sub nor Sister Subsidiary is, nor at any time during the three (3) year period prior to the date hereof has been, an “interested stockholder,” as those terms (in quotation marks) are defined in Section 203 of the DGCL.
Clause type: definitions
Words and expressions which are used but not defined in this Agreement shall have the meanings given to them in the Operating Agreement.
Clause type: assignment
We may assign any or all of Our rights and obligations under this Agreement to a third party.
Clause type: counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.
Clause type: payment_terms
 The Company agrees to pay for all shipments in full within the time period required by UPS.
Clause type: ownership_of_shares
 Shareholder (or an affiliate of Shareholder) is the beneficial owner (as determined pursuant to Rule 13d-3 under the Exchange Act) of the Shares as of the date hereof, and, except as set forth on Annex I hereto and arising hereunder, the Shares are so owned free and clear of any liens, security interests, charges or other encumbrances.
Clause type: ownership_of_shares
 The sale and delivery of the Shares as contemplated by this Agreement are not subject to any preemptive right, right of first refusal or other right or restriction. Seller is the record and beneficial owner of, and has good and valid title to, all of the Shares, free and clear of any Liens. Upon the delivery of the Shares as provided in Section 1.5 (Deliveries by Seller and the Company), Purchaser will acquire good and valid title to the Shares, free and clear of any Liens.
Clause type: termination
This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of this Agreement and the Merger by the stockholders of the Company:
Clause type: interest
 Any provision for interest or charges on late payments is deleted. The Agency has no statutory authority to pay interest or late fees.
Clause type: headings
Headings in this Agreement and each of the other Credit Documents are for convenience of reference only and are not part of the substance hereof or thereof.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
Clause type: governing
Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York and all applicable federal laws of the United States of America.
Clause type: payment
 Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:
Clause type: headings
Headings are used for reference purposes only and shall not be deemed a part of this Agreement.
Clause type: interest
 Subject to the Subordination Provisions, Buyer promises to pay interest on the aggregate unpaid principal amount of this Note outstanding on each day at an adjustable rate per annum equal to the Reference Rate in effect on such day.
Clause type: assignment
Seller and the Interim Eligible Lender Trustee each hereby assigns its entire right, title and interest as purchaser and as the Interim Eligible Lender Trustee under the Purchase Agreement Master Securitization Terms Number 1000 and any Purchase Agreement thereunder to Purchaser as of the date hereof and acknowledges that the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser will assign the same, together with the right, title and interest of the Purchaser and the Eligible Lender Trustee hereunder, to the Indenture Trustee under the Indenture.
Clause type: assignment
This Agreement shall be binding on and shall inure to the benefit of each Fund severally and the Custodian and their respective successors and assigns, provided that, subject to the provisions of Section 7.01 hereof, neither the Custodian nor any Fund may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.
Clause type: grant
 3.1 STANFORD hereby grants and RIGEL hereby accepts a worldwide license in the Licensed Field of Use under STANFORD's right, title and interest in the Licensed Patents and the Vector Libraries to make, use, sell, offer for sale and import Licensed Product(s).
Clause type: investment-company-act
 The Contingent Value Vehicle is organized as a liquidating entity in the process of liquidation, and therefore should not be considered, and the Contingent Value Vehicle does not and will not hold itself out as, an “investment company” or any entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act.
Clause type: whereas
the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuer and the Owner Trustee on the terms set forth herein;
Clause type: loans
 To make loans to a Participant or to a Beneficiary in accordance with the Plan Administrator’s direction under Section 7.06.
Clause type: loans
 In the event the Managing Member determines that Company requires funds in addition to the amounts provided in Section 4.1 and 4.2, and the Company has determined that a loan or loans are necessary or desirable, the Company may borrow funds from Persons upon such terms and conditions as are approved by the Managing Member.
Clause type: conversion_of_shares
 At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any stockholder thereof or any other Person:
Clause type: termination
a. For Cause For a material breach that remains uncured for more than 30 calendar days or other longer period as specified by written notice to the Contractor, the Contract or Purchase Order may be terminated by the Commissioner or Authorized User respectively. Neither the State nor an Authorized User shall be liable for any of Contractor’s costs arising from the failure to perform or the termination, including without limitation costs incurred after the date of termination. Such termination shall be upon written notice to the Contractor. In such event, the Commissioner or Authorized User may complete the contractual requirements in any manner it may deem advisable and pursue available legal or equitable remedies for breach.
Clause type: conversion_of_shares
 Subject to the terms and conditions of this Agreement, including, but not limited to, the provisions of this Article 1, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company, Sub or any holder of Company Common Stock:
Clause type: entire
Agreement. This Agreement and the Plan constitute the entire understanding and agreement between the parties hereto with regard to the subject matter hereof, and they supersede all other negotiations, understandings and representations (if any) made by and between such parties.
Clause type: interest
 There are no additional interest provisions unique to the MMA managed care program.
Clause type: definitions
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following respective meanings:
Clause type: board
 So long as a majority of the Issued Warrant ------------------ Shares and Issuable Warrant Shares are owned by the initial Holder and its direct transferees, the Company shall permit any of John Hatherly, John Tomes, Bob Vedra or another representative of Holder designated by Holder from time to time and reasonably satisfactory to the Company (the "Holder Representative") to attend meetings of the Board of Directors of the Company as a non-voting observer at each such meeting. The Holder Representative shall be entitled to written notice of each meeting of the Board of Directors of the Company no later than the date notice is provided to directors of the Board of Directors of the Company with respect to such meeting and to receive all written materials and other information (including all materials distributed to the Board of Directors of the Company and copies of meeting minutes) given to directors at the same time such materials and information are given to the directors. The Holder Representative shall not have any voting rights but shall be entitled to participate in discussions at such Board meetings and consult with and offer advice to the officers of the Company and the Board of Directors of the Company. The Company shall pay all costs as are reasonably incurred by such Holder Representative in connection with attendance of such Holder Representative at any meeting of the Board of Directors of the Company. Notwithstanding the foregoing, the Holder Representative may be excluded from part or all of any meeting of the Board of Directors at the request of the Chairman of the Board of Directors, acting in a reasonable manner, if the Chairman of the Board of Directors determines that the matters to be discussed in that meeting or portion of a meeting may affect the Warrant Shares or the subordinated loans outstanding under the Loan Agreement.
Clause type: esop
 (a) The Parties hereby agree and acknowledge that as of the date hereof, the Board has established and adopted an employee share option plan (the “ESOP”) and a total of 10,222,222 Ordinary Shares have been reserved under the ESOP.
Clause type: headings
Section headings are provided in this Agreement for convenience only and shall not be deemed to substantively alter the content of such sections.
Clause type: notices
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows: Legacy Acquisition Corp. 1308 Race Street, Suite 200 Cincinnati, OH 45202 Attention: Edwin J. Rigaud Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows: Continental Stock Transfer & Trust Company 1 State Street, 30th Floor New York, NY 10004-1561 Attn: Compliance Department
Clause type: miscellaneous
This Amendment becomes effective only upon execution and delivery hereof by Landlord and Tenant. The captions of the paragraphs and subparagraphs in this Amendment are inserted and included solely for convenience and shall not be considered or given any effect in construing the provisions hereof. All exhibits hereto are incorporated herein by reference.
Clause type: headings
The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.
Clause type: investment-company-act
 Neither the Issuer nor the Guarantor is, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, neither the Issuer nor the Guarantor will be, an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Clause type: payment
 Payment of the Exercise Price for the Vested Warrant Shares with respect to which this Warrant is being exercised shall be made, at the option of the Holder, (a) by delivery of cash payable by wire transfer of immediately available funds, (b) by the delivery of a cashier's or certified check, or (c) by any combination of items (a)-(b).
Clause type: governing
Law. The laws of the State of Delaware shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.
Clause type: interest
 Platinum Energy Solutions, Inc., a Nevada corporation (“PES”), promises to pay interest on the principal amount of this Note at 14.250% per annum from September 1, 2011 until maturity. PES shall pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. PES will pay interest and Additional Interest, if any, semi-annually in arrears on March 1 and September 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”); Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance (or, in the case of the Additional Notes, the September 1, 2011 deemed date of issuance); provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be March 1, 2012. PES will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful.
Clause type: board
 As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth under the heading of the Sale Preliminary Prospectus and the Prospectus captioned “Management.” As of the Effective Date, the qualifications of the persons serving as board members and the overall composition of the board will comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of the NASDAQ Capital Market that are, in each case, applicable to the Company. As of the Effective Date, the Company will have an Audit Committee that satisfies the applicable requirements under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of the NASDAQ Capital Market.
Clause type: investments
 The Borrower shall not, directly or indirectly, make or own any investment in any Person, except: investments in (i) Holding Subsidiaries of Borrower, (ii) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof, (iii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having the highest rating obtainable from either Standard & Poor’s Corporation or Moody’s Investors Service, Inc., (iv) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having the highest rating obtainable from either Standard & Poor’s Corporation or Moody’s Investors Service, Inc., and (v) time deposits maturing within one (1) year from the date of creation thereof with, including certificates of deposit issued by, any office located in the United States of any bank or trust company that is organized under the laws of the United States or any state thereof and whose certificates of deposit are rated P-l or better by Moody’s or A-l or better by S&P.
Clause type: payment
 Regular full-time employees shall receive their regular pay for each day of sick leave credit utilized. Regular part-time employees shall receive their regular pay for scheduled work hours lost.
Clause type: ownership_of_shares
 The Holder is the record and beneficial owner of the Shares, free and clear of any lien, claim or encumbrance and has the full power and authority to transfer them without the consent of any third party.
Clause type: taxes
 The discussion of the federal income tax considerations arising from investment in the Company, as set forth in the Offering Circular, is general in nature and the federal income tax considerations to the Purchaser of investment in the Promissory Notes will depend on individual circumstances. The Offering Circular does not discuss state income tax considerations, which may apply to all or substantially all Purchasers. There can be no assurance that the Internal Revenue Code or the Regulations under the Code will not be amended in a manner adverse to the interests of the Purchaser or the Company.
Clause type: ownership_of_shares
 As of the date hereof, Stockholder is the lawful owner of 6,300 shares of Common Stock (the "Owned Shares") and has the sole power to vote (or cause to be voted) such shares of Common Stock. Except as set forth on Schedule I hereto, neither Stockholder nor any Affiliate of Stockholder owns or holds any right to acquire any additional shares of any class of capital stock of Cima or other securities of Cima or any interest therein or any voting rights with respect to any securities of Cima. Stockholder has good and valid title to the Owned Shares, free and clear of any and all pledges, mortgages, liens, charges, proxies, voting agreements, encumbrances, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those created by this Agreement.
Clause type: interest
 The Project Dominion Account shall bear interest, and subject to Section 3.2 of this Agreement, funds in that account shall be invested in money market or other cash equivalent assets that are reasonably acceptable to Borrower or, after the occurrence of any Event of Default, solely by Lakes. All interest accruing with respect to amounts now or hereafter on deposit with respect to the Project Dominion Account shall be deposited into the Project Dominion Account and become part of the proceeds of the Collateral and distributed as part of such proceeds.
Clause type: compensation
 EMPLOYEE's total compensation consists of base salary, bonus potential, stock options, and medical and other benefits generally provided to employees of COMPANY. Any compensation paid to EMPLOYEE shall be pursuant to COMPANY's policies and practices for exempt employees and shall be subject to all applicable laws and requirements regarding the withholding of federal, state and/or local taxes. Compensation provided in this Agreement is full payment for Services and EMPLOYEE shall receive no additional compensation for extraordinary services unless otherwise authorized. EMPLOYEE's entire compensation package will be reviewed annually by the Compensation Committee of the Board of Directors, a practice which is consistent with COMPANY's Executive Compensation Program.
Clause type: base-salary
 Unless otherwise adjusted by the Compensation Committee of the Board (the “Compensation Committee”), the Company shall pay Executive a base salary of $325,000 per annum (the “Base Salary”), payable in equal installments at such times as is consistent with normal Company payroll policy.