bhaskrr/legal-clauses huggingface dataset:
Clause type: dividends
 (a) If the Company proposes to declare a dividend on or make a distribution with respect to the Class A Common Stock, whether in cash, property or securities, the Company will deliver written notice of such proposed event, in reasonable detail, to the Holder not less than fifteen (15) days prior to the record date for such dividend or distribution; provided that if, in connection with any such dividend or distribution, any other holder of a warrant from the Company has the right to receive property or securities (rather than cash) as if the shares remaining to be purchased under such warrant were outstanding, Holder will have fifteen (15) days from the date of the notice in which to notify Company of its election to receive either, at its option, (i) property or securities comprising such distribution on a per share basis as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) cash in accordance with the terms of Section 4.4(c).
Clause type: governing
Law. This Instrument shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to principles of conflicts of law.
Clause type: representations
and Warranties. (a) Executive represents and warrants to NBTB that his execution, delivery, and performance of this Agreement will not result in or constitute a breach of or conflict with any term, covenant, condition, or provision of any commitment, contract, or other agreement or instrument, including, without limitation, any other employment agreement, to which Executive is or has been a party.
Clause type: esop
 The guidelines of the ESOP shall be determined by the Board (including the consent of all the Preferred Directors). Unless the Board determines otherwise, each option granted under the ESOP after the date hereof shall vest as to 25% of the shares underlying such option on each of the first, second, third and fourth anniversaries of the vesting commencement date (which shall be a date on or after the earlier of the date of grant and the date of employment). Each Shareholder hereby irrevocably consents to the ESOP-related arrangements, including the ESOP Increase, the ESOP Grants, the grant of Rollover Award and the MLS Cash-out (each as defined in the resolutions of the Board adopted on February 3, 2016, on the terms and conditions as approved thereby) and hereby undertakes to grant such additional waivers or consents, and to adopt such additional resolutions (and to cause each Director appointed by it, if any, to grant such consents and/or adopt such resolutions) to the extent necessary or desirable to give full effect of or to implement the foregoing provisions of this Section 11.2.
Clause type: notices
Any notice, request, demand or other communication required or permitted to be given or made under this Agreement shall be in writing and shall be (a) delivered personally, (b) transmitted by first class registered or certified mail, postage prepaid, return receipt requested, (c) delivered by prepaid overnight courier service or (d) delivered by e-mail of a PDF document, in each case, at the addresses set forth as follows: if to the Company, the Manager or PubCo, addressed to it at: c/o U.S. Well Services, Inc. 770 S. Post Oak Lane, Suite 405 Houston, Texas 77056 Attn: Joel Broussard Email: joelb@uswellservices.com ; or, if to a Member other than PubCo, addressed to it at the address for such Member set forth in the Unit Register; or, in each case to such other address or to such other Person as such party shall have last designated by such notice to the other parties. Notices shall be effective and deemed received (i) if delivered personally or sent by courier service, upon actual receipt by the intended recipient, (ii) if mailed, upon the earlier of five days after deposit in the mail or the date of delivery as shown by the return receipt therefor, or (iii) on the date sent by e-mail if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient.
Clause type: severability
If any term, covenant or condition of this Agreement, or the application of such term, covenant or condition to any party or circumstance shall be found by a court of competent jurisdiction to be, to any extent, invalid or unenforceable, the remainder of this Agreement and the application of such term, covenant, or condition to parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant or condition shall be valid and enforced to the fullest extent permitted by law. Upon determination that any such term is invalid, illegal or unenforceable, the parties hereto shall amend this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner.
Clause type: counterparts
This Agreement may be simultaneously executed in two counterparts, each of which shall be an original, and all of which shall constitute but one and the same instrument.
Clause type: headings
Paragraph titles or captions contained in this Trust Agreement are inserted only as a matter of convenience and for reference. Such titles and captions in no way define, limit, extend or describe the scope of this Trust Agreement or the intent of any provision hereof.
Clause type: definitions
In addition to terms defined elsewhere herein, the following terms shall have the following meanings for the purposes of this Agreement:
Clause type: assignment
Neither this Agreement nor any interest herein may be assigned, transferred or encumbered by any party without the prior written consent of the other party. There shall be no partial assignments of this Agreement including, without limitation, the partial assignment of any right to receive payments from SBBC.
Clause type: definitions
Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings assigned to them in the Credit Agreement.
Clause type: capitalization
 The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization”; all the outstanding shares of the Company have been duly and validly authorized and issued and are fully paid and non-assessable, were issued in accordance with applicable securities laws and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any share capital of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the share capital of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the outstanding shares or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares and except as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus) and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.
Clause type: employee_benefits
 10.1. Employees with HIV or AIDS may not be unfairly discriminated against in the allocation of employee benefits .
Clause type: compensation
 For all services to be rendered by Executive to the Company pursuant to this Agreement, the Company shall pay to Executive the compensation and provide for Executive the benefits set forth below:
Clause type: ownership_of_shares
 On the date hereof, the Shares are owned beneficially by such Stockholder or its nominee, and the Shares represent all of the shares of Company Common Stock owned (beneficially or of record) by such Stockholder. Such Stockholder has sole voting power, without restrictions, with respect to all of the Shares. The Shares are free and clear of all liens, pledges, security interests, claims, options, rights of first refusal and any other similar restrictions.
Clause type: termination
This Agreement may be terminated at any time after December 31, 2021 upon the election by either the Company or the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date.
Clause type: payment_terms
 Except as otherwise expressly stated in the Terms and Conditions, Seller shall invoice Buyer at the time of shipment of each installment on payment terms of cash on delivery, except where open account credit is established and maintained to Seller's satisfaction, in which case payment terms shall be net ten (10) days from date of shipment. Buyer shall make all payments as provided herein without regard to whether Buyer has made or may make any inspection or use of any goods delivered hereunder. Any invoiced amount which is not paid when due shall bear interest at the rate of one and one-half percent (1 -1/2%) per month or the highest rate then permitted by law, whichever is less. On orders for shipment to countries other than the U.S.A., payment on all sales over Five Thousand U.S. Dollars (U.S. $5,000) will be made through either a) cash in advance via wire transfer, or b) the medium of a Letter of Credit to be established by the Buyer at its expense, including any bank confirmation charges. All Letters of Credit will be in favor of and acceptable to Seller, will be maintained in sufficient amounts and for the period necessary to meet all payment obligations, will be irrevocable, will be issued or confirmed by a bank in Kansas or Missouri satisfactory to Seller within fifteen (15) days after acceptance of any order, will permit partial deliveries and will provide for payment upon presentation of Seller's invoices and the bill of lading or other appropriate shipment documents.
Clause type: loans
 If the Company borrows funds from, or loans funds to, any Member, a loan account shall be established and maintained for such lending Member or, as the case maybe, for the Company. Subject to applicable provisions of the Code, the borrower shall pay interest at a rate acceptable to the lender.
Clause type: conversion_of_shares
 (a) At the Effective Time, each share of common stock, par value $.001 per share of BOLLENTE (individually a "BOLLENTE Share" and collectively, the "BOLLENTE Shares") issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of BOLLENTE, ACBR, or the holder thereof, be converted into and shall become fully paid and nonassessable ACBR common shares determined by dividing (i) Million Seven Hundred Seven Thousand Seven Hundred Twenty-Seven (4,707,727), by (ii) the total number of shares of BOLLENTE, Four Million Seven Hundred Seven Thousand Seven Hundred Twenty-Seven (4,707,727) outstanding immediately prior to the Effective Time (such quotient, the “Exchange Ratio”). The holder of one or more shares of BOLLENTE common stock shall be entitled to receive in exchange therefore a number of shares of ACBR Common Stock equal to the product of (x) (the number of shares of BOLLENTE common stock (4,707,727)), times (y) (the Exchange Ratio. ACBR Shares and BOLLENTE Shares are sometimes referred to collectively herein as "Shares." By way of example, 4,707,727 / 4,707,727 = 1.00 (the Exchange Ratio). The number of shares of BOLLENTE common stock held by a stockholder (assume 100,000 shares) times the Exchange Ratio of 1.00 equals 100,000 shares of ACBR Shares to be issued. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of ACBR Common Stock or BOLLENTE Common Stock are changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or similar transaction, the number of shares of ACBR Common Stock into which each share of BOLLENTE Common Stock will be converted as a result of the Merger will be adjusted appropriately.
Clause type: taxes
 The Company may pay or withhold the amount of any tax attributable to any Shares deliverable under this Agreement or dividends payable thereon, and the Company may defer making delivery or payment until it is indemnified to its satisfaction for that tax.
Clause type: investments
 (a) Advances. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII hereof), on any Advance Notice Date the Company may request an Advance by the Investor by the delivery of an Advance Notice. The number of shares of Common Stock that the Investor shall receive for each Advance shall be determined by dividing the amount of the Advance by the Purchase Price. No fractional shares shall be issued. Fractional shares shall be rounded to the next higher whole number of shares. The aggregate maximum amount of all Advances that the Investor shall be obligated to make under this Agreement shall not exceed the Commitment Amount.
Clause type: taxes
 All gross production, severance, conservation, ad valorem and similar or other taxes measured by or based upon production, together with all taxes on the right or privilege of ownership of the Gas, or upon the handling, transmission, compression, processing, treating, conditioning, distribution, sale, delivery or redelivery of the Gas, including all of the foregoing now existing or in the future imposed or promulgated.
Clause type: taxes
 (A) The Parent (i) has duly and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed it and all such filed Tax Returns are complete and accurate in all material respects; (ii) has paid all Taxes that are shown as due on such filed Tax Returns or that the Parent is obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith or for which adequate reserves have been established; and (iii) has not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. As of the date hereof, there are not pending or, to the knowledge of the executive officers of the Parent threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters.
Clause type: financing
 At or prior to the dates that Merger Sub becomes obligated to accept for payment and pay for Shares pursuant to the Offer, and at the Effective Time, Purchaser and Merger Sub will have sufficient cash and cash equivalents resources available to pay for the Shares that the Merger Sub becomes so obligated to accept for payment and pay for pursuant to the Offer and to pay the aggregate Merger Consideration pursuant to the Merger.
Clause type: investments
 With respect to any Person, all shares of capital stock, evidences of Indebtedness and other securities issued by any other Person and owned by such Person, all loans, advances, or extensions of credit to, or contributions to the capital of, any other Person, all purchases of the securities or business or integral part of the business of any other Person and commitments and options to make such purchases, all interests in real property, and all other investments; provided, however, that the term “Investment” shall not include (i) equipment, inventory and other tangible personal property acquired in the ordinary course of business, (ii) trade and customer accounts receivable for services rendered in the ordinary course of business and payable in accordance with customary trade terms, (iii) prepaid expenses, (iv) advances in the ordinary course of business to employees for travel expenses, relocation expenses and similar expenditures, (v) obligations under Derivatives Contracts to the extent permitted under §8.12, or (vi) investments consisting of cash collateral to secure (x) letters of credit, (y) Derivative Contracts permitted under §8.12 or (z) payment of, workers’ compensation, unemployment insurance, old age pensions or other social security obligations. In determining the aggregate amount of Investments outstanding at any particular time: (a) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (b) there shall be deducted in respect of each Investment any amount received as a return of capital; (c) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (a) may be deducted when paid; and (d) there shall not be deducted in respect of any Investment any decrease in the value thereof. For the avoidance of doubt, it is understood and agreed that guarantees do not constitute Investments. Issuing Lender. KeyBank, in its capacity as the Lender issuing the Letters of Credit and any successor thereto; provided, however, that in the event that (a) the Borrower is required by the proposed beneficiary of a Letter of Credit to have such Letter of Credit issued pursuant to the terms and conditions of this Agreement by an issuer with a higher rating than KeyBank has at any applicable time of r...
Clause type: investments
 Without the prior express authorization of the Board, the Executive shall not, directly or indirectly, during the Term (i) render services of a business, professional, or commercial nature to any other person or firm, whether for compensation or otherwise, or (ii) engage in any activity competitive with the business of the Company or the business of any of its subsidiaries, present or future, or, to his knowledge, of any other affiliate of the Company, present or future, whether alone, as a partner, or as an officer, director, employee, member or holder (directly or indirectly, such as by means of a trust or option arrangement). The Executive may be an investor, shareholder, joint venturer, or partner (hereinafter referred to as "Investor"); provided, however, that his status as an Investor shall not (i) pose a conflict of interest, (ii) require the Executive's active involvement in the management or operation of such Investment (recognizing that the Executive shall be permitted to monitor and oversee the Investment), or (iii) materially interfere with the performance of the Executive's duties and obligations hereunder. For the purposes of clause (i) of the proviso to the preceding sentence, the Executive shall not be deemed to be subject to a conflict of interest merely by reason of the ownership of less than three percent (3%) of (i) the outstanding stock of any entity whose stock is traded on an established stock exchange or on the National Association of Securities Dealers Automated Quotation System or (ii) the outstanding stock, partnership interests or other form of equity interest of any venture fund, investment pool or similar investment vehicle that shall solicit investments on a "blind pool" basis.
Clause type: loans
 Subject to the terms and conditions set forth in this Agreement, the Lender agrees to lend to the Borrower funds in an aggregate principal amount not to exceed the aggregate Commitments as follows:
Clause type: miscellaneous
This Agreement has been duly and validly authorized -------------- by all necessary corporate action. This Agreement does not contemplate a sale of accounts, or chattel paper. This Agreement can be waived, modified, amended, terminated or discharged, and the Security Interest can be released, only explicitly in a writing signed by the Secured Party. A waiver signed by the Secured Party shall be effective only in the specific instance and for the specific purpose given. Mere delay or failure to act shall not preclude the exercise or enforcement of any of the Secured Party's rights or remedies. All rights and remedies of the Secured Party shall be cumulative and may be exercised singularly or concurrently, at the Secured Party's option, and the exercise or enforcement of any one such right or remedy shall neither be a condition to nor bar the exercise or enforcement of any other. The Secured Party's duty of care with respect to Collateral in its possession (as imposed by law) shall be deemed fulfilled if the Secured Party exercises reasonable care in physically safekeeping such Collateral or, in the case of Collateral in the custody or possession of a bailee or other third person, exercises reasonable care in the selection of the bailee or other third person, and the Secured Party need not otherwise preserve, protect, insure or care for any Collateral. The Secured Party shall not be obligated to preserve any rights the Debtor may have against prior parties, to realize on the Collateral at all or in any particular manner or order, or to apply any cash proceeds of Collateral in any particular order of application. This Agreement shall be binding upon and inure to the benefit of the Debtor and the Secured Party and their respective successors and assigns and shall take effect when signed by the Debtor and delivered to the Secured Party, and the Debtor waives notice of the Secured Party's acceptance hereof. The Secured Party may execute this Agreement if appropriate for the purpose of filing, but the failure of the Secured Party to execute this Agreement shall not affect or impair the validity or effectiveness of this Agreement. A carbon, photographic or other reproduction of this Agreement or of any financing statement signed by the Debtor shall have the same force and effect as the original for all purposes of a financing statement. This Agreement shall be governed by the law of Minnesota. If any provision or application of this Agreement is held unlawful or u...
Clause type: ownership_of_shares
 Buyer is the sole owner of the Brentwood Re, Ltd., Shares free and clear of any lien, encumbrance or security of any kind whatsoever.
Clause type: interest
 22.18.1 Where monetary compensation and/or damages are decided to be owing for a grievance, interest shall be payable as follows:
Clause type: investment-company-act
 It is not required to register as an “Investment Company” under (and as defined in) the Investment Company Act.
Clause type: now
THEREFORE the parties hereto, intending to be legally bound, hereby agree as follows:
Clause type: severability
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the extent possible in keeping with the intent of the parties.
Clause type: investments
 Neither the Borrower nor any Subsidiary will make, hold or permit to remain outstanding any Investments in any Person, except that the foregoing restriction shall not apply to: