bhaskrr/legal-clauses huggingface dataset:
Clause type: board
 The Stockholders agree to vote all shares of the ------------------ Corporation's Common Stock, $.001 par value per share ("Common Stock"), Series A Convertible Preferred Stock, $.001 par value per share ("Series A Preferred Stock"), Series B Preferred Stock and any other class of voting security of the Corporation (the "Shares") now or hereafter owned or controlled by them, and otherwise to use their respective best efforts as stockholders of the Corporation, to set the number of directors of the Corporation at seven and to elect as directors, on the date of this Agreement and in any subsequent election of directors of the Corporation: the Chief Executive Officer of the Corporation, who shall initially be Randall R. Lunn; one person designated by the Founders, who shall initially be Hubert Koster; one person designated by the Original Investors, who shall initially be Helmut Schuhsler; one person designated by BU, who shall initially be William Golden; one person designated by the Investors, who shall be designated and elected after the date of this Agreement; and two persons who are not employees of the Corporation, who have experience in the Corporation's industry and who are reasonably acceptable to a majority of the other directors, and who shall initially be Nola E. Masterson and Ernst Gunter Afting. Any party or parties making director designations (a "Designating Party") shall furnish written notice to the other parties at least 10 days prior to any election of directors of their director-designee or director-designees. In the absence of such notice, the director-designee or director-designees of such Designating Party then serving and previously designated shall be reelected if still eligible to, serve as provided herein. No party hereto shall vote to remove any member of the Board of Directors designated in accordance with the aforesaid procedure unless the Designating Party who designated such director so votes, and if such Designating party so votes then the other parties shall likewise so vote. Any vacancy on the Board of Directors created by the resignation, removal, incapacity, or death of any person designated under this Section 1 shall be filled by another person designated *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. by the original Designating Party. The Stockholders shall vote their respective Shares in accordance with such new designation, and any...
Clause type: compensation
 The Promoter shall compensate the Allottee in case of any loss caused to him due to defective title of the land, on which the project is being developed or has been developed, in the manner as provided under the Act and the claim for interest and compensation under this provision shall not be barred by limitation provided under any law for the time being in force. Except for occurrence of a Force Majeure event, if the promoter fails to complete or is unable to give possession of the [Apartment/Plot] (i) in accordance with the terms of this Agreement, duly completed by the date specified in para 7.1; or (ii) due to discontinuance of his business as a developer on account of suspension or revocation of the registration under the Act; or for any other reason; the Promoter shall be liable, on demand to the allottees, in case the Allottee wishes to withdraw from the Project, without prejudice to any other remedy available, to return the total amount received by him in respect of the [Apartment/Plot], with interest at the rate prescribed in the Rules including compensation in the manner as provided under the Act within forty-five days of it becoming due. Provided that where if the Allottee does not intend to withdraw from the Project, the Promoter shall pay the Allottee interest at the rate prescribed in the Rules for every month of delay, till the handing over of the possession of the [Apartment/Plot], which shall be paid by the promoter to the allottee within forty-five days of it becoming due.
Clause type: ownership_of_shares
 Each Shareholder individually represents and warrants as to herself, himself or itself (a) that such Shareholder owns the shares of Company Common Stock listed opposite such Shareholder's name on SCHEDULE 6.1 hereto, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims, options or limitations of every kind ("Claims"), and (b) that the delivery to Parent of the Common Stock pursuant to the provisions of this Agreement will transfer to Parent valid title thereto, free and clear of all Claims.
Clause type: capitalization
 The capitalization of the Company is as described in the Registration Statement, the Prospectus, the Prospectus Supplement and the SEC Reports. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than as described in the Registration Statement, the Prospectus, the Prospectus Supplement and the SEC Reports, or 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 or exercise of Common Stock Equivalents. 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 and as described in the Registration Statement, Prospectus, Prospectus Supplement or the SEC Reports, 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 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. Except as disclosed in the Prospectus, Prospectus Supplement and the Registration Statement or the SEC Reports, the issuance 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 Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as described in the Registration Statement and the SEC Reports, there are no s...
Clause type: now
THEREFORE in consideration of the foregoing and the covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:
Clause type: investments
 None of Holdings, the Company or any of the Company's Subsidiaries shall directly or indirectly make or own any Investment except:
Clause type: base-salary
 During the Term of Employment, Executive shall be paid an annual base salary (hereinafter "Base Salary") of $95,400.00 which shall be paid in equal installments in accordance with the Bank's normal pay practices, but not less frequently than monthly. Executive's salary shall be reviewed by President of the Bank annually and Executive shall be entitled to receive annually an increase (but in no event a decrease) in such amount, if any, as may be determined by the President and Chief Executive Officer of the Bank and approved by the Board of Directors of the Bank.
Clause type: counterparts
This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
Clause type: loans
 Make any loans, advances or capital contributions to (other than business advances in the ordinary course of business), or investments in, any other Person (including any of its executive officers, directors, employees, agents or consultants);
Clause type: loans
 Each Lender agrees, severally on a Pro Rata basis up to its Commitment, on the terms set forth herein, to make Loans to Borrowers from time to time through the Commitment Termination Date. The Loans may be repaid and reborrowed as provided herein. In no event shall Lenders have any obligation to honor a request for a Loan if the unpaid balance of Loans outstanding at such time (including the requested Loan) would exceed the Borrowing Base.
Clause type: interest
 The Notes will bear interest at the rate of 2.750% per annum. Interest payable on each Interest Payment Date will include interest accrued from (and including) the Issue Date, or from (and including) the most recent date to which interest has been paid or duly provided for, to (but excluding) the applicable Interest Payment Date or the Maturity, as the case may be. The Interest Payment Dates for the Notes are January 15 and July 15 commencing on July 15, 2018 and ending on Maturity; and the Regular Record Date for the interest payable on any Interest Payment Date is the January 1 or July 1, as the case may be, next preceding the relevant Interest Payment Date. If any Interest Payment Date, Redemption Date or Stated Maturity of a Note is not a Business Day, the payment otherwise required to be made on such date may be made on the next Business Day with
Clause type: base-salary
 During the Term, the Company shall pay to the Executive, in approximately equal installments not less often than twice per month, a base salary of not less than $425,000 per year and such base salary shall be subject to increase, but not reduction, from time to time based upon recommendations from the Compensation Committee to the Board of Directors. All amounts payable to the Executive pursuant to this Agreement shall be paid subject to such reporting and withholding requirements, if any, as may be imposed by applicable law and applicable Company policy.
Clause type: esop
 The Plan is an employee stock ownership plan within the meaning of Section 4975(e)(7) of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 408(e) of ERISA, is designed to qualify under Section 401(a) of the Code, is
Clause type: base-salary
 The Executive shall receive, for each 12-consecutive month period beginning on the Commencement Date and each anniversary thereof, a rate of salary that is not less than $300,000 per year (the "Base Salary"), payable in substantially equal monthly or more frequent installments and subject to normal tax withholding. During the Employment Period the Executive's Base Salary shall be reviewed by the Board on or before each anniversary of the Commencement Date to determine whether an increase in the Executive's rate of compensation is appropriate.
Clause type: base-salary
 The unpaid Base Salary the Executive earned to the date of termination. This amount will be paid in a single lump sum on the Company’s next regularly schedule payroll date for similarly situated employees.
Clause type: capitalization
 (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $.001 per share, of the Company (the "COMPANY PREFERRED STOCK").
Clause type: representations
and Warranties. Each Party hereby represents and warrants to the other Party that:
Clause type: payment
 For purposes of this Article XII, a payment with respect to any Subsidiary Guarantee or with respect to principal of or interest on any Security or any Subsidiary Guarantee shall include, without limitation, payment of principal of and interest on any Security, any depositing of funds under Article IV hereof, any payment on account of any repurchase or redemption of any Security and any payment or recovery on any claim (whether for rescission or damages and whether based on contract, tort, duty imposed by law, or any other theory of liability) relating to or arising out of the offer, sale or purchase of any Security.
Clause type: loans
 (i) The documentation relating to each loan of the Bank and relating to all security interests, mortgages and other liens with respect to all collateral for such loans is adequate, in the opinion of the Bank's management, for the enforcement of the loans and the related security interests, mortgages and other liens. Such documentation is valid and correct in all material respects, genuine as to signatures of makers and endorsers, were given for valid consideration and properly perfected. The terms of such loans and of the related security interests, mortgages and other liens comply in all material respects with all applicable laws, rules and regulations (including without limitation laws, rules and regulations relating to the extension of credit).
Clause type: taxes
 All federal, state and other tax returns of the Borrower, any other Obligor or any of their respective Subsidiaries required by Applicable Law to be filed have been duly filed, and all federal, state and other taxes, assessments and other governmental charges or levies upon the Borrower, each other Obligor, any of their respective Subsidiaries and their respective properties, income, profits and assets which are due and payable have been paid, except any such nonpayment which is at the time permitted under Section 7.6. As of the Agreement Date, none of the United States income tax returns of the Borrower, any other Obligor or any of their respective Subsidiaries is under audit. All charges, accruals and reserves on the books of the Borrower, any other Obligor and each of their respective Subsidiaries in respect of any taxes or other governmental charges are in accordance with GAAP.
Clause type: base-salary
 The Company shall pay the Executive an annual rate of base salary of $400,000. Such base salary shall be paid consistently with the Company’s then current pay practices. The Executive’s base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase (but not decrease) base salary then in effect during the Employment Term. The Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as “Base Salary”.
Clause type: payment
 The County will invoice MERA for fees associated with operations administration services costs as set forth in Exhibit “B” on a biannual basis (in November of each year for services delivered in the July-December period, and in May for the services delivered in the January- June period). The County will invoice MERA for fees associated with training and technical services on a monthly basis. The payment of fees under this Agreement shall be due within thirty (30) calendar days of receipt of County’s statement to MERA.
Clause type: payment
 Full payment for each Share of Common Stock purchased upon the exercise of any Stock Option granted herein shall be made at the time of exercise of each such Stock Option and shall be paid in cash (in United States Dollars), Common Stock or a combination of cash and Common Stock. Common Stock utilized in full or partial payment of the exercise price shall be valued at its fair market value at the date of exercise. The Corporation shall accept full or partial payment in Common Stock only to the extent permitted by applicable law. No Shares of Common Stock shall be issued until full payment therefor has been received by the Corporation, and no Participant shall have any of the rights of a stockholder of the Corporation until Shares of Common Stock are issued to him.
Clause type: miscellaneous
(a) The Borrower acknowledges and agrees that the execution and delivery by the Administrative Agent and the Lenders of this Amendment shall not be deemed to create a course of dealing or an obligation to execute similar waivers or amendments under the same or similar circumstances in the future.
Clause type: interest
 FiberTower Corporation, a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 9.00% per annum from until maturity. The Company will pay interest semi-annually in arrears on May 15 and November 15 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 this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from November 15, 2009; 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 May 15, 2010; and provided, further, that if no Default has occurred or is continuing, then on either or both of May 15, 2010 and November 15, 2010, the Company may elect to make payments of interest on this Note in Additional Notes in a principal amount equal to the amount of interest payable on such Interest Payment Date; provided, further, that if the Company elects to make any interest payment in Additional Notes, (1) the interest rate applicable to this Note for the period to which such interest payment relates shall be 2.0% higher than the interest rate otherwise payable hereon on such Interest Payment Date, (2) the Company shall deliver to the Trustee and to the Holders, at least twenty (20) days prior to the record date for such Interest Payment Date, a written notice setting forth the extent to which such interest payment will be made in the form of Additional Notes, and (3) the Company shall deliver to the Trustee, no later than one Business Day prior to such Interest Payment Date, an order to authenticate and deliver such Additional Notes. Thereafter interest on this Note will only be payable in cash. Any Additional Note will be identical to this Note, except that interest on an Additional Note will begin to accrue from the date it is issued. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Code) on overdue principal or Aggregate Accreted Principal Amount, if any, at the rate equal to 1.0% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; the Company shall pay interest (including post-petition inter...
Clause type: miscellaneous
The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The name "Global/International Fund, Inc. is the designation of the Directors for the time being under Articles of Amendment and Restatement of the Fund, dated December 27, 1990, as amended from time to time, and all persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund, as neither the Directors, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund. If you are in agreement with the foregoing, please sign the form of acceptance on the accompanying counterpart of this letter and return such counterpart to the Fund, whereupon this letter shall become a binding contract. Very truly yours, GLOBAL/INTERNATIONAL FUND, INC. By: _____________________________ Thomas F. McDonough Vice President The foregoing agreement is hereby accepted as of the foregoing date thereof. SCUDDER INVESTOR SERVICES, INC. By:________________________________ Daniel Pierce Vice President Schedule A Scudder Emerging Markets Income Fund Scudder Global Fund Scudder Global Bond Fund Scudder Global Discovery Fund (Class S Shares) Scudder International Bond Fund
Clause type: employee_benefits
 Section 2(p) of the Disclosure Schedule lists all Employee Benefit Plans that the Seller maintains or to which the Seller contributes or is required to contribute for the benefit of any current or former employee of the Seller and true and correct copies of each such Employee Benefit Plan have been delivered to the Buyers. Each Employee Benefit Plan (and each related trust or insurance contract) complies and at all times has complied in form and in operation in all respects with the applicable requirements of ERISA and the Code. The Seller does not have any commitment to create any additional Employee Benefit Plan or modify or change any existing Employee Benefit Plan that would affect any employee or terminated employee of the Seller. There are no pending or, to the Knowledge of the Seller, threatened claims under, by or on behalf of any of the Employee Benefit Plans, by any employee or beneficiary covered by any such Employee Benefit Plan, or otherwise involving any such Employee Benefit Plan (other than routine claims for benefits), nor have there been any Reportable Events or Prohibited Transactions with respect to any Employee Benefit Plan.
Clause type: assignment
This Agreement and the rights and obligations hereunder shall not be assignable or transferable by any party (including by operation of law in connection with a merger or consolidation of such party) without the prior written consent of each other party. Notwithstanding the foregoing, the Purchaser may assign this Agreement, in whole but not in part, to any of its Affiliates without the prior written consent of any other party; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. Subject to the first sentence of this Section, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Any attempted assignment in violation of this Section shall be null and void.
Clause type: investment-company-act
 Neither Borrower nor any of its Subsidiaries shall be or become an investment company subject to registration under the Investment Company Act of 1940.
Clause type: assignment
Except as permitted herein, neither Seller nor any Servicer shall sell, assign, transfer or otherwise dispose of, or grant any option with respect to, or pledge, hypothecate or grant a security interest in or lien on or otherwise encumber (except pursuant to the Program Agreements), any of the Purchased Mortgage Loans or any interest therein, provided that this Section shall not prevent any transfer of Purchased Mortgage Loans in accordance with the Program Agreements.
Clause type: compensation
 The Borrower shall pay to the Agent for the account of each Lender, upon the request of such Lender through the Agent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Lender) to compensate it for any loss, cost or expense that such Lender reasonably determines is attributable to:
Clause type: investments
 The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, at any time make or hold any Investment in any Person (whether in cash, securities or other property of any kind) other than Investments in Cash Equivalents so long as the Lender has a perfected, first priority Lien on such Cash Equivalents.