bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 The capitalization of the Company is as set forth on Schedule 3.1(g). Except as set forth on Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and as set forth on Schedule 3.1(g), there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.
Clause type: indemnification
Contractor shall be fully liable for the actions of its agents, employees, partners or Subcontractors and shall fully indemnify and save harmless the Authorized Users from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by any intentional act or negligence of Contractor, its agents, employees, partners or Subcontractors, without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the Authorized Users.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one original instrument.
Clause type: loans
 (a) Subject to the terms and conditions of this Agreement, each of the Lenders severally agrees to make revolving credit loans (the "Revolving Credit Loans") to the Borrower from time to time from and including the Closing Date to but excluding the Revolving Credit Termination Date, in such amounts that the sum of (i) the aggregate principal amount of such Lender's Revolving Credit Loans at any one time outstanding plus (ii) such Lender's pro rata share of the Letter of Credit Obligations then outstanding does not exceed the amount of its Revolving Credit Commitment. The Revolving Credit Loans shall be due and payable on the Revolving Credit Termination Date.
Clause type: definitions
For purposes of this Agreement, the following terms ----------- shall have the following definitions:
Clause type: payment
 Payment shall be made in lawful tender of the United States and shall be applied first to the payment of all accrued and unpaid interest and then to the payment of principal. Prepayment of the principal balance of this Note, together with all accrued and unpaid interest, may be made in whole or in part at any time without penalty.
Clause type: now
THEREFORE in consideration of the foregoing premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the Company, Parent and Acquisition hereby agree as follows:
Clause type: payment_terms
 Unless otherwise noted in the solicitation document, the Department has 30 days to pay invoices, as allowed by 17-8-242, MCA. Contractor shall provide banking information at the time of contract execution in order to facilitate the Department’s electronic funds transfer payments.
Clause type: counterparts
This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 11.06.
Clause type: assignment
The Parties may not assign their rights, duties, or obligations under this DPA, either in whole or in part, without the prior written consent of the other Party except that either party may assign any of its rights and obligations under this DPA without consent in connection with any merger (including without limitation by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. This DPA inures to the benefit of and shall be binding on the Parties’ permitted assignees, transferees and successors.
Clause type: investment-company-act
 Assuming the Lenders are Qualified Purchasers, the Borrower is not required to register as an “investment company” under the provisions of the 1940 Act.
Clause type: esop
 After the 1999 plan year contribution is made to the Southern ESOP, no further contributions will be made to accounts for Southern Energy Employees. After the Group Status Change Date, Southern Energy shall not establish a Plan comparable to the Southern ESOP, but may, at its discretion, allow transfers of assets in the Southern ESOP to another tax qualified Plan maintained by Southern Energy.
Clause type: termination
This Agreement may be terminated at any time prior to the Closing:
Clause type: compensation
 (a) The Custodian shall be entitled to receive, and the Fund agrees to pay to the Custodian, such reasonable compensation as may be agreed upon from time to time between the Custodian and the Fund. The Custodian may charge against any monies held on behalf of the Funds pursuant to this Agreement such reasonable compensation and any reasonable expenses incurred by the Custodian in the performance of its duties pursuant to this Agreement. The Custodian shall also be entitled to charge against any money held on behalf of the Funds pursuant to this Agreement the amount of any loss, damage, liability or expense incurred with respect to the Funds, including counsel fees, for which it shall be entitled to reimbursement under the provisions of this Agreement. The expenses which the Custodian may charge against such account include, but are not limited to, the expenses of domestic subcustodians and Foreign Custodians incurred in settling transactions outside of Boston, Massachusetts or New York City, New York involving the purchase and sale of Securities.
Clause type: investment-company-act
 Neither SPAC nor Merger Sub is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: investments
 No Credit Party will, or will permit any Restricted Subsidiary of a Credit Party to, make Investments, except that:
Clause type: severability
If for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or effect those portions of this Agreement which are valid.
Clause type: severability
In the event any one or more provisions of this Agreement are held to be invalid or unenforceable, such illegality or unenforceability shall not affect the validity or enforceability of the other provisions hereof and such other provisions shall remain in full force and effect unaffected by such invalidity or unenforceability.
Clause type: definitions
1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
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
Clause type: esop
 The parties acknowledge that the SBS ESOP will not be ---- continued by NCF and that, as a result, in accordance with the terms of such Plan, such Plan will terminate as a result of the Merger. Following the Effective Time, the SBS ESOP committee shall be authorized to take such action as may be necessary to give effect to Section 17.3 of the ESOP and to provide the distribution of benefits in accordance with the terms of the ESOP and applicable law.
Clause type: payment
 The purchase price for the Property (the “Purchase Price”) is Sixty Million and 00/100 Dollars ($60,000,000.00). The cash due at Closing on account of the Purchase Price shall be subject to adjustment as set forth in this Agreement. The Purchase Price shall be paid by wire transfer of immediately available funds at the Closing. Seller and Purchaser shall mutually agree, each acting in good faith, on the allocation of the Purchase Price among the Land, Personal Property and Improvements prior to the Study Period (as hereinafter defined). Such agreed-upon allocation shall be used solely for transfer, sales and similar tax purposes and in any declaration or filing with any governmental authority in connection with the same. The allocation of the Purchase Price for all other purposes, whether for local, state or federal taxes or otherwise, shall not be restricted by this Agreement and shall not require the consent of the other party.
Clause type: base-salary
 Employee’s annual salary for all services rendered shall be $237,000 and (less applicable withholdings) payable in accordance with the Corporation’s policies, procedures and practices as they may exist from time to time. The Employee’s salary periodically may be subject to annual increases in the Corporation’s discretion in accordance with its policies, procedures and practices as they may exist from time to time.
Clause type: definitions
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1, which the Company has filed with the SEC under the Securities Act.
Clause type: indemnification
Each Party (the “Indemnifying Party”) hereby agrees to protect, indemnify, and hold the other Party, its officers, employees, contractors, subcontractors, and agents (collectively or individually, “Indemnitee”) harmless from and against any and all third party claims, damages, losses, expenses, suits, actions, decrees, judgments, awards, reasonable attorneys' fees and court costs (individually or collectively, “Claim”), which an Indemnitee may suffer or which may be sought against or are recovered or obtainable from an Indemnitee, as a result of or arising out of any breach of this Agreement by the Indemnifying Party, or any negligent or fraudulent act or omission of the Indemnifying Party or its officers, employees, contractors, subcontractors, or agents in the performance of this Agreement; provided that the applicable Indemnitee notifies the Indemnifying Party of any such Claim within a time that does not prejudice the ability of the Indemnifying Party to defend against such Claim. Any Indemnitee hereunder may participate in its, his, or her own defense, but will be responsible for all costs incurred, including reasonable attorneys' fees, in connection with such participation in such defense.
Clause type: governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
Clause type: miscellaneous
The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Sections 7 and 8 hereof, and shall survive delivery of and payment for the Shares. The provisions of Sections 6(B), 7, 8 and 9 shall survive the termination or cancellation of this Agreement. This Agreement has been and is made for the benefit of the Underwriters and the Company and their respective successors and assigns, and, to the extent expressed herein, for the benefit of persons controlling any of the Underwriters, or the Company, and directors and officers of the Company, and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. The term "successors and assigns" shall not include any purchaser of Shares from any Underwriter merely because of such purchase. All notices and communications hereunder shall be in writing and mailed or delivered or by telephone or telegraph if subsequently confirmed in writing, (a) if to the This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Please confirm that the foregoing correctly sets forth the agreement among us. Very truly yours, VESTCOM INTERNATIONAL, INC. By --------------------------- Name: Title: Confirmed: OPPENHEIMER & CO., INC. PRUDENTIAL SECURITIES INCORPORATED Acting severally on behalf of itself and as representative of the several Underwriters named in Schedule I annexed hereto. By Oppenheimer & Co., Inc. By --------------------------- Name: Title: Managing Director Number of Firm Shares to Name Be Purchased ---- -------------- Oppenheimer & Co., Inc................................ Prudential Securities Incorporated.................... --------- TOTAL 3,850,000 Founding Companies State of Incorporation ------------------ ---------------------- Comvestrix Corp. Direct Mail Services, Inc. Computer Output Services, Inc. Electronic Imaging Services, Inc. COS Information, Inc. Image Printing Systems Mystic Graphic Systems, Inc. Subsidiary State of Incorporation ---------- ---------------------- Form of Lockup Agreem...
Clause type: base-salary
 The Company shall pay the Executive a salary of not less than $200,000 (the "Base Salary"). Base Salary shall include any amounts of compensation deferred by the Executive under any employee benefit plan maintained by the Company. Such Base Salary shall be payable weekly. The Executive's Base Salary shall be reviewed annually. Such review shall be conducted by a Compensation Committee designated by the Board, and the Board shall increase the Executive's Base Salary by a Cost of Living Allowance ("COLA") percentage and a 7% merit increase based on performance as determined by the Board. The increased Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Company shall also provide the Executive, at no cost to the Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company.
Clause type: ownership_of_shares
 On the date hereof, the Shares are all of the shares of Prentiss' Common Stock currently beneficially owned by Shareholder. Shareholder does not have any rights to acquire any additional shares of Prentiss' Common Stock other than pursuant to existing stock options granted under Prentiss stock option plans. Until the termination of this Agreement, Shareholder shall not sell or otherwise transfer any of the Shares; provided, however, Shareholder may sell any or all of his Shares and/or options to acquire Shares immediately prior to the Merger. Shareholder has good, valid and marketable title to the Shares, free and clear of all liens, encumbrances, restrictions, options, warrants, rights to purchase and claims of every kind (other than the encumbrances created by this Agreement, bona fide loan transactions, restrictions on transfer under applicable Federal and state securities laws and restrictions on transfer created by any plans of Prentiss under which such Shares were issued).
Clause type: now
THEREFORE in consideration of the premises and mutual covenants set forth in this Agreement, the Parties agree as follows:
Clause type: investments
 The Credit Parties will not permit any Consolidated Party to make any Investments, except for:
Clause type: whereas
the Company has entered into an Underwriting Agreement, dated ___________, 2008 (“Underwriting Agreement”), with Morgan Joseph & Co. Inc. (“MJC”) acting as representative of the several underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the Underwriters have agreed to purchase 4,500,000 units (“Units”) of the Company. Each Unit consists of one ordinary share of the Company, par value $.0001 per share (“Ordinary Shares”), and one Warrant, each Warrant to purchase one Ordinary Share, all as more fully described in the Company’s final Prospectus, dated _________, 2008 (“Prospectus”) comprising part of the Company’s Registration Statement on Form S-1 (File No. 333-149327) under the Securities Act of 1933, as amended (“Registration Statement”), declared effective on _______, 2008 (“Effective Date”).
Clause type: confidentiality
In handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates; (b) to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, Bank shall use commercially reasonable efforts to obtain such prospective transferee’s or purchaser’s agreement to the terms of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s regulators or as otherwise required in connection with Bank’s examination or audit; and (e) as Bank considers appropriate in exercising remedies under this Agreement. Confidential information does not include information that either: (i) is in the public domain or in Bank’s possession when disclosed to Bank, or becomes part of the public domain after disclosure to Bank; or (ii) is disclosed to Bank by a third party, if Bank does not know that the third party is prohibited from disclosing the information.
Clause type: whereas
subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulations D and S thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, certain securities of the Company as more fully described in this Agreement.
Clause type: definitions
As used in this Agreement, unless the context requires a different meaning, the following terms shall have the meanings set forth herein:
Clause type: representations
and Warranties. The representations and warranties of the Company contained herein shall be true and correct on the date hereof and on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be.
Clause type: compensation
 Pledgor shall pay to the Securities Intermediary from time to time reasonable compensation for its services hereunder. Pledgor shall reimburse the Securities Intermediary upon request for all reasonable disbursements, expenses and advances incurred or made by it. Such expenses shall include the reasonable compensation, disbursements and expenses of the Securities Intermediary’s agents and counsel.
Clause type: headings
The headings of sections herein are included solely for convenience and shall have no effect on the meaning of this Agreement.
Clause type: base-salary
 The Company shall pay to Executive an amount equal to fourteen (14) months’ Base Salary. Such severance amount shall be paid in cash in a lump sum within thirty (30) days following the Covered Termination and shall be subject to all required tax withholding.
Clause type: representations
and Warranties. Each party represents and warrants to the other that: (i) this Master Lease and all other documents executed or to be executed by it in connection herewith have been duly authorized and shall be binding upon it; (ii) it is duly organized, validly existing and in good standing under the laws of the state of its formation and is duly authorized and qualified to perform this Master Lease within the state(s) where any portion of the Premises is located; and (iii) neither this Master Lease nor any other document executed or to be executed in connection herewith violates the terms of any other agreement of such party.
Clause type: base-salary
 The base salary payable to Executive shall be $150,000 per year, commencing upon consummation of the IPO and payable on a regular basis in accordance with the Company's standard payroll procedures but not less than monthly. Such base salary may be increased from time to time, but never decreased, at the discretion of the Board, in light of the Executive's position, responsibilities and performance.
Clause type: assignment
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party. Any purported assignment in violation of this provision shall be void. No assignment by either party permitted hereunder shall relieve the applicable party of its obligations under this Agreement. Any assignment by either party in accordance with the terms of this Agreement shall be pursuant to a written assignment agreement in which the assignee expressly assumes the assigning party’s rights and obligations hereunder.
Clause type: esop
 As of the date hereof, the Company has reserved 2,106,321 Ordinary Shares for issuance to employees, officers, directors, contractors, advisors or consultants of a Group Company, all of which are to be approved by the Board in accordance with Section 15.2, for the purpose of administering and implementing the foregoing ESOP.
Clause type: taxes
 Pay and discharge when due all Taxes imposed upon it or upon its income or profits or in respect of its property, before the same shall become overdue by more than 45 days; provided, however, that such payment and discharge shall not be required with respect to any such Tax (i) so long as the validity or amount thereof is being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves in accordance with GAAP have been established or (ii) with respect to which the failure to pay or discharge could not reasonably be expected to have a Material Adverse Effect.