bhaskrr/legal-clauses huggingface dataset:
Clause type: financing
 (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall take, or cause to be taken, all actions necessary, proper or advisable to arrange and obtain the proceeds of the Financing on the terms and conditions described in the Financing Commitments, including (i) entering into definitive agreements with respect thereto, (ii) satisfying, or causing to be satisfied, on a timely basis all conditions applicable to, and within the control of, Parent, Merger Sub or their respective Representatives in such definitive agreements and (iii) causing such Financings to be funded at the Closing such that Parent and the Surviving Corporation shall be able to pay all of the amounts payable by them in connection with the Merger and other Transactions.
Clause type: payment
 The City shall pay to the Contractor, in full and complete payment for all performance of the Contract, in current funds, not to exceed the sum of $23,340 (twenty three thousand, three hundred and forty dollars and zero cents) defined as the contract price and computed from the Contractor Quote Sheets. .
Clause type: investment-company-act
 The Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the General Disclosure Package and the Final Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”).
Clause type: miscellaneous
(a) Except as herein expressly amended, all terms, covenants and provisions of the Credit Agreement are and shall remain in full force and effect and all references therein to such Credit Agreement shall henceforth refer to the Credit Agreement as amended by this Amendment. This Amendment shall be deemed incorporated into, and a part of, the Credit Agreement.
Clause type: base-salary
 The Executive shall be entitled to receive a base salary from the Company during the Employment Period at the rate of $306,000.00 per year. The Executive’s base salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the “Committee”), and may be increased (but not decreased). The base salary shall be paid in accordance with the Company’s payroll procedures as in effect from time-to-time.
Clause type: whereas
the Trust intends to issue its Common Securities (the "Common Securities") to and receive Debentures from TU Electric and to issue its ___% Trust Originated Preferred Securities, Series A (the "Preferred Securities") with such powers, preferences and special rights and restrictions as are set forth in the Amended and Restated Trust Agreement of the Trust dated as of ________ __, 1995 as the same may be amended from time to time (the "Trust Agreement");
Clause type: base-salary
 During the Term, the Executive shall receive a base salary at a rate of two-hundred twenty-five thousand dollars ($225,000.00) per annum, which base salary shall be payable in accordance with the regular payroll practices of the Company, with such increases as may be determined by the Compensation Committee from time to time in its sole discretion (as increased from time to time, the “Base Salary”). Upon completion of a significant acquisition by the Company, the Compensation Committee shall in good faith reassess Executive’s Base Salary and consider increasing the Base Salary at that time.
Clause type: investment-company-act
 The Company is not and, after giving effect to the transactions contemplated by this Agreement, will not be required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder.
Clause type: base-salary
 Ellington shall receive a minimum salary of $225,000 per annum payable in accordance with the payroll procedures for World's salaried employees in effect during the term of this Agreement. Ellington agrees to participate equally, on a percentage basis, in any across the board salary reductions approved by senior management.
Clause type: now
THEREFORE in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
Clause type: capitalization
 The authorized capital stock of the Company, as of June 30, 2015, consisted of 100,000,000 shares of Common Stock, $0.001 par value per share, of which 12,240,164 shares were issued and outstanding and 5,000,000 shares of Preferred Stock, $0.001 par value per share, none of which have been designated. All of the issued and outstanding shares of Common Stock have been duly authorized, validly issued, fully paid, and nonassessable. Options to purchase an aggregate of 12,240,164 shares of Common Stock were outstanding as of June 30, 2015. Except as disclosed in or contemplated by the SEC Documents, neither the Company nor any of its Subsidiaries have any outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations other than options granted under the Company’s stock option plans and its employee stock purchase plan. The Company’s Amended and Restated Certificate of Incorporation, as amended, as in effect on the date hereof, and the Company’s Amended and Restated Bylaws as in effect on the date hereof, are each filed as exhibits to the SEC Documents.
Clause type: capitalization
 The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock, of which 10,000,000 shares of Common Stock are issued and outstanding and 10,000,000 shares of Series A Preferred Stock, of which 1,142,860 shares of Series A Preferred Stock are issued and outstanding. Except as set forth in Schedule 5.7.1, there are no outstanding or authorized options, warrants, calls, subscriptions, rights (including any preemptive rights or rights of first refusal), agreements or commitments of any character obligating the Company to issue any shares of its Common Stock or any other Equity Security of the Company. All issued and outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights.
Clause type: interest
 IVAX CORPORATION, a Florida corporation (the “COMPANY”), promises to pay interest on the principal amount of this Security at the rate PER ANNUM shown above. The Company will pay interest semi-annually on May 15 and November 15 of each year, with the first payment to be made on November 15, 2001. Interest on the Securities will accrue on the principal amount from the most recent date to which interest has been paid or, if no interest has been paid, from May 4, 2001. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: base-salary
 For all the services rendered by Executive hereunder, the Company shall pay Executive the base salary in effect as of the Effective Date ("Base Salary"), payable in installments at such times as the Company customarily pays its other senior level executives (but in any event no less often than monthly). Executive's Base Salary shall be reviewed annually for appropriate adjustment (but shall not be reduced below that in effect on the Effective Date without Executive's written consent) by the Company's President, Chief Executive Officer and Board of Directors (the "Board") pursuant to normal performance review policies for senior level executives.
Clause type: interest
 To the extent permitted by applicable law, if any sum of money payable hereunder or under any Transaction is not paid when due, interest shall accrue on the unpaid sum as a separate debt at the greater of the Pricing Rate for the Transaction to which such sum relates (where such sum is referable to a Transaction) and LIBOR on a 360 day basis or 365 day basis in accordance with the applicable ISMA convention, for the actual number of days during the period from and including the date on which payment was due to, but excluding, the date of payment.
Clause type: representations
and Warranties. Borrower hereby represents and warrants to Lender that:
Clause type: headings
Article and Section headings in this Agreement and the other Loan Documents are included for convenience of reference only and are not part of this Agreement or the other Loan Documents for any other purpose.
Clause type: whereas
the Preferred Securities will be issued by the Trust and the proceeds thereof, together with the proceeds from the issuance of the Trust's Common Securities (as defined below), will be used to purchase the Debentures (as defined in the Trust Agreement) of the Guarantor which was deposited with Wilmington Trust Company, as Property Trustee under the Trust Agreement, as trust assets;
Clause type: compensation
 (i) Employee shall be paid a minimum of $500 per month. Employee shall be paid periodically in accordance with the policies of the Employer during the term of this Agreement, but not less than monthly.
Clause type: ownership_of_shares
 Each Selling Shareholder owns or will own at Closing the Shares as referenced in the recitals hereto, of record and beneficially, free and clear of any liens, claims, encumbrances or restrictions. Each Selling Shareholder has or will have at Closing good and marketable title to his respective Shares and has, and at the Closing shall have, the absolute right, power and capacity to sell, assign and deliver his Shares to Capitol, free and clear of all liens, claims, encumbrances and restrictions.
Clause type: interest
 Section 3.1 of the Loan Agreement shall be amended and restated in its entirety as follows:
Clause type: investments
 All investments by the Series shall be made on such terms and conditions as the Manager may determine.
Clause type: indemnification
9.1 Insurance Company agrees to indemnify and hold harmless each Participating Fund, Dreyfus, each respective Participating Fund's investment adviser and sub-investment adviser (if applicable), each respective Participating Fund's distributor, and their respective affiliates, and each of their directors, trustees, officers, employees, agents and each person, if any, who controls or is associated with any of the foregoing entities or persons within the meaning of the 1933 Act (collectively, the "Indemnified Parties" for purposes of Section 9.1), against any and all losses, claims, damages or liabilities joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted) for which the Indemnified Parties may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect to thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in information furnished by Insurance Company for use in the registration statement or Prospectus or sales literature or advertisements of the respective Participating Fund or with respect to the Separate Account or Contracts, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) arise out of or as a result of conduct, statements or representations (other than statements or representations contained in the Prospectus and sales literature or advertisements of the respective Participating Fund) of Insurance Company or its agents, with respect to the sale and distribution of Contracts for which the respective Participating Fund's shares are an underlying investment; (iii) arise out of the wrongful conduct of Insurance Company or persons under its control with respect to the sale or distribution of the Contracts or the respective Participating Fund's shares; (iv) arise out of Insurance Company's incorrect calculation and/or untimely reporting of net purchase or redemption orders; or (v) arise out of any breach by Insurance Company of a material term of this Agreement or as a result of any failure by Insurance Company to provide the services and furnish the materials or to make any payments provided for in this Agreement. Insurance C...
Clause type: grant
 The Company hereby grants to Optionee pursuant to the Company’s Equity Incentive Plan (the “Plan”), a copy of which is attached to this Agreement as Exhibit A, a non-qualified stock option (the “NQO”) to purchase all or any part of an aggregate of ( ) shares (the “NQO Shares”) of the Company’s Common Stock (“Common Stock”) on the terms and conditions set forth herein and in the Plan, the terms and conditions of the Plan being hereby incorporated into this Agreement by reference. Defined terms used herein, but whose definition is not set forth herein shall have the meaning and definition applicable thereto as set forth in the Plan.
Clause type: whereas
the Purchaser and the Company wish to prescribe the manner of purchase of the Mortgage Loans and the conveyance, servicing and control of the Mortgage Loans.
Clause type: counterparts
This Agreement may be executed in two counterparts, both of which taken together shall constitute one instrument.
Clause type: severability
In the event that any one or more of the provisions contained in this Mortgage shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Mortgage, but this Mortgage shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein or therein.
Clause type: capitalization
 (a) As of the date of this Agreement, the authorized capital stock of Mercury consists solely of 400,000,000 shares of Mercury Voting Common Stock, 400,000,000 shares of Mercury Non-Voting Common Stock, and 50,000,000 shares of Preferred Stock, with no par value (“Mercury Preferred Stock”). As of the close of business on the Capitalization Date, 87,733,937 shares of Mercury Voting Common Stock were issued and outstanding and 828,885 shares of Mercury Non-Voting Common Stock were issued and outstanding and no shares of Mercury Preferred Stock were issued and outstanding. From the close of business on the Capitalization Date through date hereof, there have been no issuances of shares of capital stock of Mercury other than (i) issuances of Mercury Voting Common Stock upon the conversion of Mercury Non-Voting Common Stock or issuances of Mercury Non-Voting Common Stock upon the conversion of Mercury Voting Common Stock, or (ii) issuances of Mercury Voting Common Stock pursuant to the exercise of Mercury Stock Options or the settlement of Mercury Equity Grants outstanding as of the Capitalization Date. As of the Capitalization Date, no shares of Mercury Voting Common Stock or Mercury Non-Voting Common Stock were owned, directly or indirectly, by Mercury or any of Mercury’s Subsidiaries. All of the issued and outstanding shares of Mercury Voting Common Stock and Mercury Non-Voting Common Stock have been duly authorized and validly issued, are fully paid, nonassessable, and free of preemptive rights, and have been issued in compliance with all applicable securities Laws. The shares of New Holdco Voting Common Stock to be issued pursuant to the First Merger and the Second Merger, when issued to the Lares Shareholders pursuant to this Agreement, shall be validly issued, fully paid, non-assessable and free and clear of any Liens and shall not have been issued in violation of any preemptive rights. Except pursuant to this Agreement, except as set forth in Section 4.2(b) and except for the conversion rights of holders of Mercury Common Stock set forth in the Mercury Organizational Documents, as of the date of this Agreement, none of Mercury or any of its Subsidiaries has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the sale or issuance of any shares of capital stock or any other equity securities of Mercury or any rights to purchase or otherwise receive any shares of capital stock or any...
Clause type: whereas
the Company’s Registration Statement on Form S-1, No. 333- (“Registration Statement”), for its initial public offering of securities (“IPO”) has been declared effective as of the date hereof by the Securities and Exchange Commission (“Effective Date”); and
Clause type: base-salary
 In consideration of your services, to be effective on January 1, 2002, you will be paid an annual base salary of $300,000 (Three Hundred Thousand Dollars and no Cents), payable no less frequently than on a monthly basis in accordance with the Company's standard payroll practices ("Standard Payment Schedule"). Your base salary, in conjunction with your performance evaluation, is normally reviewed annually by the Company's Chief Executive Officer.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 25,000,000 shares of Company Common Stock. As of the date hereof, (i) 9,024,681 shares of Company Common Stock are issued, of which 8,948,324 shares are outstanding and 76,357 shares are held in treasury and (ii) options to acquire an aggregate of 902,500 shares of Company Common Stock have been issued pursuant to Company Stock Options. The Company has previously delivered to the Parent a true and correct list of all outstanding Company Stock Options setting forth in each case the name of the optionholder, the number of shares of Company Common Stock subject thereto, the exercise price, the vesting schedule and the expiration date. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid and non-assessable. There is no Voting Debt of the Company or any of its Subsidiaries issued and outstanding. Except as set forth above, as set forth in Section 3.3(a) of the Disclosure Schedule, and for the Contemplated Transactions, (i) there are no shares of capital stock of the Company authorized, issued or outstanding and (ii) there are no existing options, warrants, calls, pre-emptive rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests or obligations of the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, convertible security, agreement, arrangement or commitment. Except as set forth in Section 3.3(a) of the Disclosure Schedule, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of the capital stock of the Company or any Subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary or any other entity. Following the Merger neither the Company nor any of its Subsidiaries will have any obligation to issue, transfer or sell any s...
Clause type: headings
Section headings in this Amendment are included herein for convenience of reference only and shall not constitute part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
Clause type: headings
The headings, captions, and arrangements used in any of the Loan Documents are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify, or modify the terms of the Loan Documents, nor affect the meaning thereof.
Clause type: base-salary
 The Company shall pay to Executive during the Employment Period a base salary of Four Hundred Fifty Thousand dollars ($450,000) per year, as adjusted pursuant to the subsequent provisions of this paragraph (the “Base Salary”). The Base Salary shall be payable in accordance with the Company’s normal payroll schedule and procedures for its executives. Nothing contained herein shall preclude the payment of any other compensation to Executive at any time as determined by the Board.
Clause type: payment
 14.1 The Service User shall pay to the Service Provider the Fee in full and final satisfaction of its obligations under this Agreement, in the instalments and at the intervals set out in Schedule 1. Payment shall be on submission of a valid Invoice.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall constitute the original.
Clause type: miscellaneous
(a) This Agreement constitutes the full and complete agreement of the parties hereto with respect to the subject matter hereof.
Clause type: definitions
Unless otherwise specified in a Confirmation, this Agreement and the relevant Transaction between the parties are subject to the 2000 ISDA Definitions (the "Definitions"), as published by the International Swaps and Derivatives Association, Inc., and will be governed in all relevant respects by the provisions set forth in the Definitions, without regard to any amendment to the Definitions subsequent to the date hereof. The provisions of the Definitions are incorporated by reference in and shall be deemed a part of this Agreement, except that references in the Definitions to a "Swap Transaction" shall be deemed references to a "Transaction" for purposes of this Agreement. In the event of any inconsistency between the provisions of this Agreement and the Definitions, this Agreement will prevail. In the event of any inconsistency between the provision of any Confirmation and this Agreement or the Definitions, such Confirmation will prevail for the purpose of the relevant Transaction.
Clause type: loans
 Make any loan, loan commitment or renewal or extension thereof to any person in an amount greater than $100,000 which would, when aggregated with all outstanding loans, commitments for loans or renewals or extensions thereof made by PNB and PNB Bank Subsidiary to such person and any affiliate or immediate family member of such person, exceed $500,000 without submitting loan package information to the chief credit officer of Western for review with a right of comment at least one full business day prior to taking such action.
Clause type: now
THEREFORE in consideration of the mutual promises and covenants contained herein, the Company and Executive agree as follows:
Clause type: headings
The headings of the various sections, paragraphs and clauses of this Lease and the table of contents are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof.