bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company consists of (i) 50,000,000 shares of Common Stock, of which 6,616,565 shares are issued and 6,612,196 shares outstanding as of the date hereof, and (ii) 1,000,000 shares of Preferred Stock, of which 48,260 are issued and outstanding as of the date hereof. Such shares of Preferred Stock have been designated as Senior Noncumulative Perpetual Preferred Stock, Series C, and were issued to the Treasury on July 6, 2011 in connection with the Company’s participation in the Treasury’s Small Business Lending Fund Program. Immediately following consummation of the Private Placement and the issuance of additional shares of Common Stock pursuant thereto, the Shares acquired by the Purchaser pursuant to this Agreement will represent not more than 9.99% of the issued and outstanding shares of Common Stock. All of the issued and outstanding shares of capital stock of the Company have been, and upon consummation of the Private Placement will be, duly authorized and validly issued and are, and upon consummation of the Private Placement will be, fully paid, non-assessable and free of Liens, with no personal liability attaching to the ownership thereof, have been, and upon consummation of the Private Placement will be, issued in compliance in all material respects with all applicable federal and state securities Laws, and none of such shares of capital stock has been, or upon consummation of the Private Placement will be, issued in violation of any preemptive rights or similar rights to subscribe for or purchase any capital stock of the Company. As of the date hereof, there are (i) 232,642 outstanding stock options (the “Company Stock Options”) issued as nonqualified stock options pursuant to individual employment or other agreements with a weighted average exercise price equal to $24.19 per share and (ii) 700,000 shares of Common Stock remaining available for issuance under the Company’s 2012 Stock Incentive Plan (the “Company Plan”). Each Company Stock Option (i) was granted in compliance with all applicable Laws and all of the terms and conditions of the individual employment or other agreements, and, to the extent issued under the Company Plan, in compliance with the Company Plan, (ii) has an exercise price per share of Common Stock equal to or greater than the fair market value of a share of Common Stock on the date of such grant and (iii) has a grant date identical to or following the date on which the ...
Clause type: now
THEREFORE for and in consideration of the premises, the sum of Ten ($10.00) Dollars and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Clause type: interest
 Any amounts payable to any Indemnified Parties under this Agreement shall become immediately due and payable on demand and, if not paid within thirty (30) days of such demand therefor, shall bear interest at the lesser of (a) the Default Rate or (b) the maximum interest rate which Indemnitor may by law pay or the Indemnified Parties may charge and collect, from the date payment was due, provided that the foregoing shall be subject to the provisions of Article 4 of the Note.
Clause type: investments
 Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing, “Investments”), except in the case of Holdings and any of its Restricted Subsidiaries (other than any Insurance Subsidiary unless otherwise expressly included in this Section 7.8 or permitted by Section 7.17):
Clause type: entire
Agreement. This Agreement constitutes the entire Agreement between the parties relating to the holding, investment, and disbursement of the Escrow Funds and sets forth in their entirety the obligations and duties of the Escrow Agent with respect to the Escrow Funds.
Clause type: whereas
the Credit Agreement requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and
Clause type: investment-company-act
 The Company is not, and will not be as a result of the sale of the Notes pursuant to this Agreement, an investment company within the meaning of the Investment Company Act of 1940, as amended.
Clause type: ownership_of_shares
 Such Shareholder is the direct or indirect beneficial owner of the Shares, with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever. Such Shareholder is not a party to, bound or affected by or subject to, any charter or by-law, contract, provision, statute, regulation, judgment, order, decree or law which would in any material respect be violated, contravened, breached by, or under which any material default would occur as a result of, the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.
Clause type: taxes
 (a) All payments by the Borrower of principal of, and interest on, the Loans and all other amounts payable hereunder (including Reimbursement Obligations and fees)shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding (i) any future income, excise, stamp or franchise taxes and other similar taxes, fees, duties, withholding or other charges imposed on either of the Agents as a result of a present or former connection between the applicable lending office (or office through which it performs any of its actions as Agent) of such Agent, and any future income, excise, stamp or franchise taxes and other similar taxes, fees, duties, withholding or other charges imposed on any Lender as a result of a present or former connection between the applicable lending office of a Lender, in each case and the jurisdiction of the governmental authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or taken any action to enforce, this Agreement and any Note) or (ii) any future income, excise, stamp or franchise taxes and other similar taxes, fees, duties, withholding or other charges to the extent that they are in effect and would apply as of the date any Person becomes a Lender or Assignee Lender, or as of the date that any Lender changes its applicable lending office, to the extent such taxes become applicable as a result of such change (other than a change in an applicable lending office made pursuant to Section 4.10 below) (such non-excluded items being called "Taxes"). In the event that any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Borrower will
Clause type: notices
All notices, consents, requests, approvals, demands, or other communication (collectively, “Communication”) by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Any of Collateral Agent, Lender or Borrower may change its mailing address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10. If to Borrower: POSEIDA THERAPEUTICS, INC. VINDICO NANOBIOTECHNOLOGY LLC POSEIDA THERAPEUTICS CYM 4242 Campus Point Court Suite 700 San Diego, California 92121 Attn: Johanna Mylet Fax: (619) 780-2667 Email: jmylet@poseida.com with a copy (which shall not constitute notice) to: Cooley LLP Reston Town Center 11951 Freedom Drive 14th Floor Reston, Virginia 20190 Attn: Kenneth Krisko Fax: (703) 456-8100 Email:kkrisko@cooley.com If to Collateral Agent: OXFORD FINANCE LLC 133 North Fairfax Street Alexandria, Virginia 22314 Attention: Legal Department Fax: (703) 519-5225 Email: LegalDepartment@oxfordfinance.com with a copy (which shall not constitute notice) to: Greenberg Traurig, LLP One International Place Boston, MA 02110 Attn: Jonathan Bell Fax: (617) 310-6001 Email: bellj@gtlaw.com
Clause type: headings
Headings are placed in these Bylaws for convenience of reference only and in case of any conflict, the text of these Bylaws rather than the headings shall control.
Clause type: dividends
 Dividends with respect to the Restricted Stock Units shall accrue beginning on the Date of Grant through the Termination Date, at which time such accrued dividends shall be paid out in the form of additional Shares based on the Fair Market Value of a share of the Company’s common stock on the business day prior to the Termination Date. The accrued dividends that shall be paid out to you shall be only such amount that has accrued with respect to the underlying Shares that vest on the Vesting Date or as described in Section 3(b) above.
Clause type: financing
 (a) (i) Subject to the other provisions of this Agreement, Amneal shall use reasonable best efforts (and shall use reasonable best efforts to cause its Affiliates and Subsidiaries) to take, or cause to be taken, all actions necessary or advisable to obtain, or cause to be obtained, the Debt Financing on the terms and conditions, described in the Debt Commitment Letter (including as such terms may be modified or adjusted in accordance with the terms of the “flex” provisions contained in the Fee Letter), including using reasonable best efforts to (A) maintain in effect the Debt Commitment Letter until the funding of the Debt Financing at or prior to Closing, (B) negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained in the Debt Commitment Letter (including any related “flex” provisions) or on other terms not less favorable, in the aggregate, to Amneal than the terms and conditions (including the “flex” provisions) contemplated by the Debt Commitment Letter but only to the extent that any such other terms would not reasonably be expected to adversely impact or delay in any material respect the ability of Amneal to consummate the Transactions and the Ancillary Transactions in accordance with this Agreement or obtain the Debt Financing (it being agreed that, notwithstanding the foregoing, Amneal may modify, supplement, amend or amend and restate the Debt Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities (and make incidental or conforming amendments or modifications to reflect the addition of any such lenders, lead arrangers, bookrunners, syndication agents and similar entities), (C) satisfy (or obtain a waiver of) all conditions within its control to obtaining the Debt Financing and (D) upon satisfaction of all of the conditions in this Agreement to Amneal’s and Impax’s obligations to effect the Closing, and satisfaction of all of the conditions set forth in the Debt Commitment Letter, enforcing its rights against the other parties to the Debt Commitment Letter, if any, including to require such parties to provide the Debt Financing.
Clause type: termination
This Agreement will automatically terminate upon termination of the Management Agreement between the Fund and the Manager.
Clause type: investment-company-act
 The Company has been advised of the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder (collectively, the “Investment Company Act”); as of the date hereof and, after giving effect to the Offering and the use of proceeds of the Offering, each of the Company and the Guarantors is not and will not be, individually or on a consolidated basis, an “investment company” that is required to be registered under the Investment Company Act; and following the Closing, the Company and the Guarantors will conduct their businesses in a manner so as not to be required to register under the Investment Company Act.
Clause type: insurance
SCHEDULE 4.11 contains an accurate and complete list of all policies of fire, liability, workers’ compensation, product liability, title and other forms of insurance owned or held by Target. Except as would not result in a Target Material Adverse Effect, all such policies are in full force and effect, all premiums with respect thereto covering all periods up to and including the Closing Date have been, or prior to the Closing Date, will be, paid, and no notice of cancellation or termination has been received with respect to any such policy therein listed. Target has not been refused any insurance with respect to its assets or operations, and its coverage has not been limited by any insurance carrier to which it has applied for any such insurance or with which it has carried insurance, during the two years prior to the date of this Agreement. To the Knowledge of Target, the insurance policies set forth on SCHEDULE 4.11 provide the types and amounts of insurance customarily obtained by businesses similar to the business of Target.
Clause type: severability
The invalidity, illegality or unenforceability of any provision in or obligation under this Agreement in any jurisdiction shall not affect or impair the validity, legality or enforceability of the remaining provisions or obligations under this Agreement or of such provision or obligation in any other jurisdiction.
Clause type: notices
Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.
Clause type: termination
This Agreement may be terminated at any time prior to the Effective Time, by action taken by the terminating party or parties, and except as provided below, whether before or after the requisite approvals of the stockholders of the Company:
Clause type: loans
 Upon the terms and subject to the conditions of this Agreement, the Lender agrees to advance, from time to time during the period from the date hereof through the Business Day immediately preceding the Maturity Date, amounts in Dollars to the Borrower (the “Loans”), the aggregate outstanding principal amount of which shall not exceed $40,000,000 (the “Commitment”) at any time. Within the limits set forth in the preceding sentence and subject to the conditions of this Agreement, amounts of Loans that are repaid may be re-borrowed under this Section 1. Upon the fulfillment of the conditions specified in Section 6, each Loan shall be disbursed by the Lender on the requested date therefor in Dollars in funds immediately available to the Borrower in such manner as shall be reasonably acceptable to the Lender.
Clause type: esop
 12.1 The ESOP of the Company is attached hereto as Exhibit 4 ESOP.
Clause type: ownership_of_shares
 As of the date hereof, each of the Schwalbach Trust and NBS owns, beneficially and of record, the Corporation Stock and LLC Membership Interests set forth on Section 3.3.1 of the Companies’ Disclosure Schedule, which as of the Effective Time will be free and clear of any Encumbrance. As of the date hereof, each of the Stotesbery Trust and NDLC owns, beneficially and of record, the Corporation Stock and LLC Membership Interests set forth on Section 3.3.1 of the Companies’ Disclosure Schedule, which as of the Effective Time will be free and clear of any Encumbrance. As of the Effective Time, each of the Schwalbach Trust and NBS will own, beneficially and of record, the Corporation Stock and LLC Membership Interests set forth on Schedule A, free and clear of any Encumbrance. As of the Effective Time, each of the Stotesbery Trust and NDLC will own, beneficially and of record, the Corporation Stock and the LLC Membership Interests set forth on Schedule A, free and clear of any Encumbrance.
Clause type: investment-company-act
 The Fund is registered with the ---------------------- Commission under the Investment Company Act as a closed-end, non- diversified, management investment company, and no order of suspension or revocation of such registration has been issued or proceedings therefor initiated or threatened by the Commission.
Clause type: esop
 Immediately prior to the Closing, the number of Ordinary Shares reserved for allocation under the Company’s Employees Share Option Plan (“ESOP”) shall be increased so as to equal 10% of the Company’s share capital on an as converted and fully diluted basis immediately after the Closing, excluding from the fully diluted basis for such purpose all existing warrants to purchase Series AA Preferred Shares, to the extent not cancelled prior to the Closing (the “ESOP Pool”).
Clause type: termination
Upon written notice to the Contractor, and a reasonable opportunity to be heard with appropriate NYSERDA officials or staff, this Agreement may be terminated by NYSERDA at the Contractor’s expense where the Contractor is determined by NYSERDA to be non-Responsible. In such event, NYSERDA may complete the contractual requirements in any manner it may deem advisable and pursue available legal or equitable remedies for breach.
Clause type: conversion_of_shares
 (a) At the Effective Time: (i) each share of common stock of JAC, outstanding at the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, shall be converted into and exchanged for one newly issued share of common stock of the Surviving Corporation; and (ii) the shares of common stock, par value $0.01 per share, of Joliet outstanding at the Effective Time (the "Shares"), by virtue of the Merger and without any action on the part of the holders thereof, shall be converted and exchanged into the right to receive the Merger Consideration subject to amounts to be deposited into escrow pursuant to the Escrow Agreements.
Clause type: now
THEREFORE in consideration of the agreements herein contained, the parties hereby agree as follows:
Clause type: capitalization
 The authorized capital stock of the -------------- Company consists of (i) 10,000,000 shares of common stock, no par value, of which 3,879,269 shares were issued and outstanding as of the date of this Agreement, and (ii) 1,000,000 shares of Preferred Stock, no par value, of which no shares were outstanding as of the date of this Agreement. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for outstanding options to purchase 429,812 shares of Company Common Stock under the Company Option Plan and awards for 103,147 shares of Company Common Stock under the Savings Restricted Stock Plan, which awards as of the date hereof are not deemed earned and non-forfeitable, as of the date of this Agreement, there are no options, convertible securities, warrants, or other rights (preemptive or otherwise) to purchase or acquire any of the Company's capital stock from the Company and no oral or written agreement, contract, arrangement, understanding, plan or instrument of any kind (collectively, "Stock Contract") to which the Company or any of its affiliates is subject with respect to the issuance, voting (other than the Voting Agreement contemplated herein) or sale of issued or unissued shares of the Company's capital stock. A true and complete copy of the Company Option Plan, as in effect on the date of this Agreement, is attached as Section 2.2 of Schedule I.
Clause type: miscellaneous
Section 6.01. The Minister of Finance of the Borrower is designated as representative of the Borrower for the purposes of Section 12.02 of the Loan Regulations.
Clause type: headings
The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.
Clause type: base-salary
 The Company agrees to pay or cause to be paid to Executive during the Employment Term a base salary at the rate of $1,230,000 per annum or such increased amount as the Board of Directors may from time to time determine (hereinafter referred to as the “Base Salary”). Such Base Salary shall be payable in accordance with the Company’s customary practices applicable to its senior executives. Such Base Salary shall be reviewed at least annually by the Board of Directors or, if applicable, the Compensation Committee of the Board of Directors (the “Committee”), and may be increased in the sole discretion of the Board or, if applicable, the Committee, but not decreased (any increased amount thereupon being the Base Salary hereunder).
Clause type: grant
 To secure the full and timely payment of the Indebtedness and the full and timely performance of the Obligations, Mortgagor MORTGAGES, GRANTS, BARGAINS, ASSIGNS, SELLS, CONVEYS and CONFIRMS, to Mortgagee the Mortgaged Property, subject, however, only to the matters that are set forth on Exhibit B attached hereto (the “Permitted Encumbrances”) and to Permitted Liens, TO HAVE AND TO HOLD the Mortgaged Property to Mortgagee, and Mortgagor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Mortgagee.
Clause type: indemnification
a. Contractor shall defend, indemnify, and hold harmless ("Indemnification") the District, its trustees, officials, directors, officers, employees, volunteers, and agents from and against all liabilities, losses, damages, expenses, demands, claims, actions, or judgments (including attorney and legal fees) recovered or made against District for any damage, injury, or death to persons or damage to property arising out of any act, failure to act, omission, professional error, fault, mistake, negligence, gross negligence or gross misconduct, of any and every kind, of the contractor, its officers, employees, agents, or subcontractors (of all tiers) related to Contractor's performance under this Contract. Contractor's Indemnification extends to conditions created by this Contract or based upon violation of any statute, ordinance, or regulation. This provision is in addition to any common law or statutory liability and indemnification rights available to District. Contractor's Indemnification of District shall not apply to damage, injury, or death caused by the sole negligence or willful misconduct of District, its officers, directors, employees, volunteers, or agents. District will promptly notify Contractor in writing of any such claim or demand to indemnify and shall cooperate with Contractor in a reasonable manner to defend such claim. District assumes no responsibility whatsoever for any property placed on District premises by Contractor, Contractor’s agents, employees or subcontractors. Contractor further hereby waives any and all rights of subrogation that it may have against the District.
Clause type: board
 At the Effective Time, the directors of the Surviving Corporation shall be comprised of the directors of Fifth Third.