bhaskrr/legal-clauses huggingface dataset:
Clause type: investments
 (a) American General Corporation has made available to the Company a list, which list is accurate and complete in all material respects, of all securities, mortgages and other investments (collectively, the "American General Corporation Investments") owned by American General Corporation and the American General Corporation Insurance Subsidiaries as of December 31, 1996, together with their cost basis book or amortized value, as the case may be, as of December 31, 1996. All transactions in American General Corporation Investments by each of the American General Corporation Insurance Subsidiaries from January 1, 1997 to the date hereof have complied in all material respects with the investment policies of such American General Corporation Insurance Subsidiary and all applicable insurance laws and regulations.
Clause type: esop
 (a) All of the shares of Company Common Stock owned by the ESOP are “employer securities” as that term is defined in Section 409(l) of the Code and “qualifying employer securities” as defined in Section 407(d)(5) of ERISA. Through and including the Closing Date, all activities carried on by the ESOP in respect of Company Common Stock, including any repurchases by the Company of Company Common Stock from distributees of the ESOP, have been conducted on the basis of valuations prepared by an independent appraiser meeting the requirements of Section 401(a)(28)(C) of the Code.
Clause type: headings
The headings in this Operating Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Operating Agreement or any provision hereof.
Clause type: board
 Pursuant to a letter to Piluso sent by Eli Lior, the Managing Director of Incom, dated June 16, 1995 (the "Incom Letter"), Incom relinquished its rights to elect two (2) members to the Board of Directors of ITG and provided that such positions on the Board of Directors be eliminated unless the majority of the Board of Directors decided otherwise. The Board of Directors has not decided otherwise and, therefore, the two (2) Board member positions entitled to be elected by Incom were eliminated. With such elimination of Board member positions, and pursuant to the Shareholders' Agreement as amended by the First Amendment, the Board of Directors is presently to be comprised of nine (9) members, six entitled to be elected by Piluso ("Piluso Directors") and three (3) entitled to be elected by RSL (the "RSL Directors"). The parties hereto agree that (i) of the Piluso Directors, Piluso shall elect any one (1) nominee designated by RSL and (ii) the sixth (6th) member position of the Board that Piluso is entitled to elect shall remain vacant unless and until there exists a deadlock between the Directors on any issue other than those issues requiring the consent of at least one RSL Director pursuant to Paragraph (b) below. In the event of any such deadlock, the Board meeting shall adjourn temporarily, and the Chairman of the Board immediately shall call a special meeting of the shareholders of ITG or present a written consent to be signed by all the Shareholders. At such special meeting of shareholders or pursuant to such written consent, Piluso shall be permitted to nominate and appoint the sixth (6th) Board member (the "Additional Member") that Piluso is entitled to appoint pursuant to the Shareholders' Agreement as amended by the First Amendment, and the Shareholders shall take all actions to effect the election of such Additional Member at such special meeting or pursuant to such written consent. Once the Additional Member of the Board is elected, and for purposes of the issue with respect to which such deadlock occurred, all nine (9) Board member positions shall be filled: five (5) Piluso Directors (including the Piluso elected nominee of RSL), three (3) RSL Directors and the Additional Member. Such nine (9) member Board shall reconvene the adjourned meeting as promptly as possible and consider and vote on the issue with respect to which a deadlock occurred. Thereafter, the Additional Member shall promptly resign and the Board shall consist of five (5) Piluso Dir...
Clause type: taxes
 By executing this Grant Agreement, Optionee acknowledges and agrees that Optionee is solely responsible for the satisfaction of any applicable taxes that may be imposed on Optionee that arise as a result of the grant, vesting or exercise of the Option, including without limitation any taxes arising under Section 409A of the Code (regarding deferred compensation) or Section 4999 of the Code (regarding golden parachute excise taxes), and that neither the Company nor the Committee shall have any obligation whatsoever to pay such taxes or otherwise indemnify or hold Optionee harmless from any or all of such taxes.
Clause type: capitalization
 (a) The authorized capital stock of Company consists of 30,000,000 shares of common stock, $.001 par value (the “Company Common Stock”), 15,908,775 of which shares are issued and outstanding as of the date of this Agreement, and 3,000,000 shares of preferred stock, $.001 par value (the “Company Preferred Stock”), none of which is issued and outstanding. All of the Company Common Stock and Company Preferred Stock has been duly authorized, validly issued, fully paid and is nonassessable.
Clause type: whereas
Indemnitee does not regard the protection available under the Company’s Bylaws and Certificate of Incorporation and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified; and
Clause type: dividends
 No dividends or other distributions that are declared or made after the Effective Time with respect to Parent Common Stock payable to holders of record thereof after the Effective Time shall be paid to a Company shareholder entitled to receive certificates representing Parent Common Stock until such shareholder has properly surrendered such shareholder's Certificates. Upon such surrender, there shall be paid to the shareholder in whose name the certificates representing such Parent Common Stock shall be issued any dividends which shall have become payable with respect to such Parent Common Stock between the Effective Time and the time of such surrender, without interest. After such surrender, there shall also be paid to the shareholder in whose name the certificates representing such Parent Common Stock shall be issued any dividend on such Parent Common Stock that shall have a record date subsequent to the Effective Time and prior to such surrender and a payment date after such surrender; provided that such dividend payments shall be made on such payment dates. In no event shall the shareholders entitled to receive such dividends be entitled to receive interest on such dividends. Any portion of the Exchange Fund which remains undistributed to the shareholders of Company for one year after the Effective Time pursuant to this Section 1.4 shall be returned by the Exchange Agent to Parent which shall thereafter act as Exchange Agent, subject to the rights of holders of unsurrendered Certificates under this Article 1.
Clause type: ownership_of_shares
 The Stockholders beneficially own 8,868,738 shares of Company Stock as of the date hereof. The Stockholders have the sole power to vote (or cause to be voted) such shares of Company Stock and have good and valid title to the Company Stock, 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: capitalization
 The authorized capital stock of Parent consists of 30,000,000 shares of Parent Stock and 2,000,000 shares of preferred stock, par value $10.00 per share ("Parent Preferred"). As of August 8, 2003: (i) 22,460,348 shares of Parent Stock were issued and outstanding and (ii) no shares of Parent Preferred were issued and outstanding. Except for 2,689,484 outstanding options, there are no existing or outstanding options, warrants, calls, subscriptions, convertible securities, "phantom" stock rights, SARs, stock-based performance units or other rights, agreements or commitments of any kind to which Parent is a party or which obligate Parent to issue, transfer or sell or cause to be issued, transferred or sold, additional shares of capital stock or other voting securities or ownership interests of Parent or obligate Parent to issue, grant, extend or enter into any such security, option, warrant, call, subscription, convertible security, right, agreement or commitment. All shares of capital stock of Parent to be issued in connection with the Merger, when issued pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.
Clause type: compensation
 During the Term, and prior to the termination of the Executive's employment as described in Section 4 or 5 hereof, the Executive shall be entitled to the following items of compensation:
Clause type: assignment
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Notwithstanding anything to the contrary contained herein, except as provided in Sections 7.4 and 8.3 and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the Seller or the Servicer without the prior written consent of the Owner Trustee, the Trust Collateral Agent, the Trustee and the Majority Noteholders.
Clause type: interest
 Moneys becoming due by the Borrower to any Indemnified Person under the indemnities contained in this clause 14 (Other indemnities) or elsewhere in this Agreement shall be paid on demand made by such Indemnified Person and shall be paid together with interest on the sum demanded from the date of demand therefor to the date of reimbursement by the Borrower to such Indemnified Person (both before and after judgment) at the rate referred to in clause 8.3 (Default interest).
Clause type: notices
All notices, requests, consents and other communications hereunder will be in writing, will be mailed (a) if within the domestic United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile or (b) if delivered from outside the United States, by International Federal Express or facsimile, and will be deemed given (i) if delivered by first-class registered or certified mail domestic, three business days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International Federal Express, two business days after so mailed and (iv) if delivered by facsimile, upon electric confirmation of receipt and will be delivered and addressed as follows:
Clause type: whereas
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, No. 333-254532 (the “Registration Statement”) and prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the shares of Class A common stock included in the Units; and
Clause type: whereas
the Bylaws and the Code, by their non-exclusive nature, permit contracts between the Corporation and its agents, officers, employees and other agents with respect to indemnification of such persons; and
Clause type: severability
If any term or provision of this Lease shall, to any extent, be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Lease shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforceable to the fullest extent permitted by law.
Clause type: now
THEREFORE in consideration of the mutual covenants contained herein, the Company and the Executive agree as follows:
Clause type: interest
 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at a rate of twelve percent (12 %) per annum. A payment is NOT due and payable unless and until the State has received an invoice filled out correctly and completely with all required supporting documentation.
Clause type: capitalization
 Schedule 4.3 accurately sets forth the equity ownership interests in the Acquired Company. Seller is the direct owner, holder of record, and beneficial owner of the Membership Interests free and clear of all Liens, restrictions on transfer or other encumbrances other than those arising pursuant to or described in this Agreement, applicable securities Laws or Schedule 4.3 and, without limiting the generality of the foregoing, none of the Membership Interests are subject to any voting trust, member agreement or voting agreement or other agreement, right, instrument or understanding with respect to any purchase, sale, issuance, transfer, repurchase, redemption or voting of any Equity Securities of the Acquired Company, other than the Governing Documents of the Acquired Company or as set forth on Schedule 4.3. When transferred to Purchaser at Closing, the Membership Interests will be owned by Purchaser free and clear of all Liens. The Membership Interests are duly authorized, validly issued, fully paid and nonassessable, except as provided in Section 18-303, 18-607 or 18-804 of the Delaware Limited Liability Company Act (the “DLLCA”), and constitute all of the outstanding Equity Securities of the Acquired Company. Except as set forth on Schedule 4.3, the Acquired Company has not granted to any Person any agreement or option, or any right or privilege capable of becoming an agreement or option, for the purchase, subscription, allotment or issue of any unissued interests, units or other securities (including convertible securities, warrants or convertible obligations of any nature) of the Acquired Company. There are no outstanding contractual obligations of the Acquired Company to repurchase, redeem or otherwise acquire any Equity Interest.
Clause type: investment-company-act
 The Company is not and, after giving effect to the offering and sale of the Shares pursuant to this Agreement or any Alternative Distribution Agreement and the application of the net proceeds therefrom, will not be required to register as an “investment company” as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Clause type: base-salary
 As compensation for the services rendered pursuant to this Agreement, Employer agrees to pay Executive a base salary at an annual rate of not less than $120,000, payable in installments in accordance with Employer’s standard payroll practices, subject to such payroll and withholding deductions as are required by law or authorized by Executive. The amount of the base salary shall be reviewed periodically and may be increased at the sole discretion of Employer.
Clause type: capitalization
 The authorized capital stock of the Company consists of 100,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Common Shares”) of which 17,459,689 Common Shares, together with the rights associated therewith under the Rights Agreement, dated as of May 14, 1998, between the Company and Continental Stock Transfer & Trust Company, as amended as of October 21, 1998, April 24, 2000 and October 1, 2002 (the “Rights Agreement”), were issued and outstanding as of the close of business on January 2, 2003, and 10,000,000 shares of preferred stock, par value $0.01 per share, of the Company (the “Preferred Stock”) of which no shares are issued or outstanding. Since the close of business on January 2, 2003, the Company has not issued any Common Shares, other than upon the exercise of Stock Options in accordance with the terms thereof. Of the authorized Common Shares, 4,637,938 shares have been reserved for issuance under the Stock Plans or upon exercise of outstanding Stock Options. Of the authorized shares of Preferred Stock, 400,000 shares have been designated as Series D Junior Participating Preferred Stock, of which no shares are issued or outstanding, but of which all have been reserved for issuance pursuant to the Rights Agreement. No Common Shares or Preferred Stock are issued and held in the treasury of the Company and no other capital stock of the Company is issued or outstanding. All issued and outstanding Common Shares are duly authorized, validly issued and outstanding, fully paid and nonassessable and were issued free of preemptive rights in compliance with applicable Law. There are no outstanding rights (including stock appreciation rights, subscriptions, warrants, puts, calls, preemptive rights and options), obligations to redeem or repurchase, or other agreements of any kind, relating to, or the value of which is tied to the value of, any of the outstanding, authorized but not issued, unauthorized or treasury shares of the capital stock or any other security of the Company, except for the LFSRI Warrant and the Stock Options and the rights issued pursuant to the Rights Agreement and the Company’s convertible subordinated notes due April 1, 2006 with interest at 6.75% which are convertible into 390,576 Common Shares, in the aggregate (the “Convertible Notes”). Schedule 2.2 of the Company Disclosure Schedule sets forth a complete list of all Persons granted outstanding Stock Options, indicating the number of Common Shares under...
Clause type: employee_benefits
 (a) Section 3.11(a) of the Company Disclosure Letter sets forth a true and complete list of each material "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and each other material compensation or benefit plan, policy, program, agreement or arrangement, in each case, sponsored, maintained or contributed to by the Company or any Company Subsidiary, other than any such plan, policy, program, agreement or arrangement which is required to be maintained by applicable Law (each such compensation or benefit plan, policy, program, agreement or arrangement, without regard to materiality, a "Company Benefit Plan"). With respect to each material Company Benefit Plan, the Company has made available to Gold true and complete copies of (i) such Company Benefit Plan, including any amendment thereto, (ii) each trust, insurance annuity or other funding Contract related thereto, and (iii) in the case of the Company's 401(k) plan, the most recent financial statement.
Clause type: insurance
From the date of this Agreement and until the sooner of (i) two (2) years after the Closing Date, or (ii) until the later of the payment of the Note or until all the Shares and Warrant Shares have been resold or transferred by all the Subscribers pursuant to the Registration Statement or pursuant to Rule 144, without regard to volume limitations, the Company will keep its assets which are of an insurable character insured by financially sound and reputable insurers against loss or damage by fire, explosion and other risks customarily insured against by companies in the Company's line of business, in amounts sufficient to prevent the Company from becoming a co-insurer and not in any event less than one hundred percent (100%) of the insurable value of the property insured less reasonable deductible amounts; and the Company will maintain, with financially sound and reputable insurers, insurance against other hazards and risks and liability to persons and property to the extent and in the manner customary for companies in similar businesses similarly situated and to the extent available on commercially reasonable terms.
Clause type: headings
The headings in this Agreement are for reference purposes only and shall not constitute a part hereof.
Clause type: base-salary
 During the Term, the Company will pay Executive a base salary (the “Base Salary”) at an initial rate of $275,000 per year in accordance with the Company’s standard payroll practices. Base Salary will be reviewed at least annually by the Board of Directors of the Company (the “Board”) or a committee thereof and may be adjusted (in which case such adjusted amount shall be the “Base Salary”).
Clause type: investments
 The Company will not, and will not permit any Subsidiary to, have outstanding or acquire or commit itself to acquire or hold any investment except investments in: (a) marketable direct obligations issued or guaranteed by the United States of America which mature within one year from the date of acquisition thereof or which are subject to a repurchase agreement, exercisable within 90 days from the date of acquisition of such agreement, with any commercial bank or trust company incorporated under the laws of the United States of America or any State thereof or the District of Columbia, (b) commercial paper maturing within one year from the date of acquisition thereof and having, at the date of acquisition thereof, the highest rating obtainable from Moody's Investors Service, Inc. or Standard & Poor's Ratings Services, Inc., (c) bankers' acceptances eligible for rediscount under Federal Reserve Board requirements accepted by any commercial bank or trust company referred to in clause (a) hereof, (d) certificates of deposit maturing within one year from the date of acquisition thereof issued by any commercial bank or trust company referred to in clause (a) hereof and having capital and surplus of at least $500,000,000, (e) certificates of deposit issued by banks organized under the laws of any other jurisdiction, each having combined capital and surplus of not less than $500,000,000, (f) investments by the Company and each Subsidiary existing on the date of this Agreement, (g) investments by the Company and its Subsidiaries in the Company or in Subsidiaries of the Company, (h) investments up to $25,000,000 in aggregate, and (i) investments permitted by the Company's Financing Agreements.
Clause type: investment-company-act
 The Seller is not required to be registered as an “investment company” or “controlled by an investment company” within the meaning of the Investment Company Act of 1940.
Clause type: ownership_of_shares
 (i) Stockholder is the sole owners of record of the Existing Shares.
Clause type: base-salary
 The Executive shall be paid a base salary of at least $500,000 per year, payable in 26 equal bi-weekly installments during the term of this Agreement, prorated for any partial employment month. Such base salary (“Base Salary”) shall be reviewed by the Compensation Committee of the Board (the “Compensation Committee”) no less frequently than annually. The Base Salary may be increased by the Compensation Committee in its discretion, subject to ratification by the Board. The Base Salary may not be decreased, except in the event of an across the board salary reduction approved by the Board affecting employees of the Corporation at the Chief Officer Level (as defined in Section 6(a), below).
Clause type: taxes
 Pay and discharge when due all of its indebtedness and obligations, including without limitation, all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower’s properties, income, or profits; provided, however, Borrower will not be required to pay and discharge any such assessment, tax, charge, levy, lien or claim so long as (i) the legality of the same shall be contested in good faith by appropriate judicial, administrative or other legal proceedings, and (ii) Borrower shall have established on its books adequate reserves with respect to such contested assessment, tax, charge, levy, lien or claim in accordance with generally accepted accounting principles, consistently applied.