bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 The authorized capital stock of the Company consists of 150,000,000 shares of Common Stock, $0.001 par value per share, of which 29,424,898 shares were issued and outstanding at December 19, 2003. At such date, approximately 7,956,259 million shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options at an average exercise price of approximately $3.92 per share. At such date, approximately 5,632,435 million shares of Company Common Stock were reserved for issuance upon exercise of outstanding warrants at an average exercise price of approximately $5.27 per share. In addition, the Company has authorized 1,000,000 shares of preferred stock, $0.001 par value per share, of which 2,123 shares were issued and outstanding at December 19, 2003, including 1,000 shares of Special Voting Rights Preferred Stock and 1,123 shares of Series A Preferred Stock (collectively, the "Preferred Stock"). All of the outstanding shares of the Company's Common Stock and Preferred Stock have been duly and validly authorized and are fully-paid and non assessable. Except as disclosed in this Agreement, the Registration Rights Agreement and/or the SEC Reports, there are no options, warrants, contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, securities or rights convertible into shares of capital stock of the Company. No securities of the Company are entitled to preemptive or similar rights, and 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 set forth in Schedule 3.1(g), the issue and sale of the Securities will not, immediately or with the passage of time, obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investors) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities.
Clause type: ownership_of_shares
 Seller is the beneficial and record owner and has good and marketable title to all of the Shares, free and clear of all Liens and does not own any other shares of any class of capital stock of the Company, except as set forth in Schedule 3.2. Seller is not a party to any outstanding subscription, option, call, warrant, purchase right or other contract that could require Seller to sell, transfer or otherwise dispose of the Shares. Seller is not a party to any voting trust, proxy or other contract with respect to the voting of the Shares. At the Closing, Buyer will acquire from Seller good and valid title to the Shares, free and clear of all Liens, except as set forth in Schedule 3.2.
Clause type: interest
 All amounts payable from time to time by the Guarantor hereunder shall bear interest at an interest rate per annum determined in accordance with Section 2.11 of the Credit Agreement as if such amounts were payable by the Borrowers.
Clause type: board
 2.1 The Manager shall always act in accordance with the direction of the Board of Directors of the Company (the “Board”) in providing the Management Services under this Agreement.
Clause type: compensation
 A Manager shall not be paid compensation by the Company for his or her services as such. The foregoing shall not be deemed to limit or restrict the payment of any reasonable compensation or remuneration to any Person in such Person’s capacity as an Officer, employee, advisor or consultant to the Company or any agreement or arrangement with the Company which has been approved by the Member.
Clause type: ownership_of_shares
 Neither Company nor any of its Subsidiaries (i) "Beneficially Owns" or is the "Beneficial Owner" of (as such terms are defined in Parent's Rights Agreement), or (ii) "owns," any Shares of Parent Common Stock.
Clause type: whereas
the entry into this Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture; and
Clause type: ownership_of_shares
 Except as set forth on Schedule I hereto, the Stockholder (i) is the sole owner of record and Beneficial Owner of all of the Shares as set forth opposite his, her or its name on Schedule I hereto free and clear of any pledges, liens, security interests, mortgage, claims, defects or other encumbrances and (ii) has sole voting power with respect to all of such Shares and has not entered into any voting agreement or voting trust with respect to any such Shares and has not as of the date hereof granted a proxy, a consent or power of attorney with respect to such Shares and, so long as this Agreement is in effect, will not grant any such proxies, consents and powers of attorney with respect to such Shares that are inconsistent with this Agreement.
Clause type: representations
and Warranties. (i) Each of the representations and warranties of the Company set forth in the first sentence of Section 3.1(a), Section 3.2 (other than inaccuracies that are de minimis in amount and effect), Section 3.3(a), Section 3.3(b)(i), Section 3.8(a) and Section 3.22 shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date (unless any such representation or warranty is made only as of a specific date, in which case as of such specific date), (ii) each of the representations and warranties of the Company set forth in Section 3.1 (other than the first sentence of Section 3.1(a)) shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date (unless any such representation or warranty is made only as of a specific date, in which case as of such specific date), and (iii) each of the other representations and warranties of the Company set forth in this Agreement shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date (unless any such representation or warranty is made only as of a specific date, in which case as of such specific date), except in the case of the foregoing clause (iii), where the failure to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein), individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.
Clause type: taxes
 (a) Each Loan Party, each of its Subsidiaries and each of its Owned Entities have timely and properly filed, or had filed (or have properly obtained extensions and will file within the extension period) on its behalf, all Tax Returns required to be filed by it in any jurisdiction to which it is subject, and such filed Tax Returns are accurate in all material respects, has paid all Taxes due and payable (whether or not shown on filed Tax Returns), and has set aside on its Latest Balance Sheet provisions reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such Tax Returns apply. There are no unpaid and delinquent Taxes claimed to be due by the Taxing authority of any jurisdiction, and the officers of each Loan Party know of no basis for any such claim.
Clause type: payment
 The principal balance of the Note shall be paid in accordance with the terms set forth in the Note. Accrued interest on the Prime Rate Portion shall be due and payable on the last Business Day of each month commencing on May 31, 2000. Interest on each Rate Segment of the Libor Rate Portion shall be due and payable on the last day of the corresponding Rate Period. Interest on each Rate Segment of the Libor Rate Portion which has a Rate Period equal to or less than three months shall be due and payable on the last day of the corresponding Rate Period. Interest on each Rate Segment of the Libor Rate Portion which has a Rate Period greater than three months shall be due and payable on the third and sixth month anniversary date of the first day of the corresponding Rate Period, if any, and on the last day of the corresponding Rate Period. After maturity of any part of a Note (by acceleration or otherwise), interest on such part of the Note shall be due and payable ON DEMAND.
Clause type: loans
 Each loan reflected as an asset in Metropolitan's Financial Statements and each balance sheet date subsequent thereto, other than loans the unpaid balance of which does not exceed $250,000 in the aggregate, (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests that have been perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. Except as Previously Disclosed, as of December 31, 2001, Bank is not a party to a loan, including any loan guaranty, with any director, executive officer or 5% shareholder of Metropolitan or any of its Subsidiaries or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. All loans and extensions of credit that have been made by Bank and that are subject either to Section 22(g) or (h) of the Federal Reserve Act, as amended, comply therewith.
Clause type: miscellaneous
This Amendment, the Acknowledgement and Agreement of Guarantor, and the Acknowledgment and Agreement of Subordinated Creditors may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument.
Clause type: capitalization
 The authorized stock of the Company and the issued and outstanding stock of the Company are as set forth in the line items "Preferred Stock" and "Common Stock" under the caption "Capitalization" in the Prospectus (except for subsequent issuances, if any, pursuant to employee benefit plans referred to in the Prospectus or pursuant to the exercise of options referred to in the Prospectus and the retirement of 20,279 shares of common stock on August 14, 1998).
Clause type: interest
 Unless otherwise expressly provided herein, any reference to “interest” shall be a variable rate of interest which shall be the rate of interest on one (1) year U.S. Treasury Bills determined at the first auction of each calendar year or part thereof during the period of which interest is to be applied to any obligation hereunder.
Clause type: whereas
the beneficial interest in the Fund is divided into several series of shares, each designated a "Portfolio" and representing the interest in a particular managed portfolio of securities and other assets; and
Clause type: headings
The section headings hereof are inserted for convenience of reference only and shall in no way alter, amend, define or be used in the construction or interpretation of the text of such section.
Clause type: miscellaneous
The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will be binding upon and shall inure to the benefit of the parties hereto. Sub-Adviser represents, and the Trust and the Adviser acknowledge and agree, that Sub-Adviser (or an affiliate of Sub-Adviser (as applicable)) is the sole owner of the names “BlackRock, Inc.” and “BlackRock (Singapore) Limited” or any derivative thereof and certain logos, derivatives, trademarks or service marks associated with such names (the “BlackRock Marks”). The Trust and Adviser agree that the BlackRock Marks are the valuable property of the Sub-Adviser and Sub-Adviser’s affiliates. The Trust and Adviser shall have the right to use the BlackRock Marks only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. The Sub-Adviser agrees that the Trust and the Adviser have the right to use “BlackRock” in the names of the Funds as set forth in Schedule A to this Agreement. The Sub-Adviser acknowledges and agrees that the names “Jackson Variable Series Trust” and “Jackson National Asset Management, LLC,” and abbreviations or logos associated with those names, are the valuable property of the Adviser and its affiliates; that the Trust, has the right to use such names, abbreviations and logos; and that the Sub-Adviser shall use the names “Jackson Variable Series Trust,” “Jackson National Asset Management, LLC,” and associated abbreviations and logos, only in connection with the Sub-Adviser’s performance of its duties hereunder. Further, in any communication with the public and in any marketing communications of any sort, the Sub-Adviser agrees to obtain prior written approval from the Adviser before using or referring to “Jackson Variable Series Trust” and the Adviser, or the Funds or any abbreviations or logos associated with those names; provided that nothing herein shall be deemed to prohibit the Sub-Adviser from referring to the performance of the Funds in the Sub-Adviser’s marketing material as long as such marketing material does not constitute “sales literature” or “advertising” for the Funds, as those terms are used in the rules, regulations and guidelines of t...
Clause type: termination
This Agreement (except for the provisions of Sections 6(a) and (b)) shall survive a Separation and shall remain in full force and effect after such Separation.
Clause type: base-salary
 Commencing on the Effective Date, the Company shall pay to Executive an annual base salary (“Annual Base Salary”) in the amount set forth on Exhibit A for all services to be rendered by Executive hereunder. The Annual Base Salary shall be payable in accordance with the Company’s normal payroll practices for employees, and the Company shall deduct or cause to be deducted from the Annual Base Salary all taxes and amounts required by law to be withheld. Executive’s performance and base salary will be reviewed annually by the compensation committee of the Board of Directors. Future increases of the Annual Base Salary, if any, shall be determined by the Board of Directors of the Company in their sole and absolute discretion.
Clause type: interest
 The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) either (i) at a fluctuating rate per annum of the Applicable Margin plus the Base Rate in effect from time to time, or (ii) at a fixed rate per annum determined by Lender to be Applicable Margin plus LIBOR in effect on the first day of the applicable Fixed Rate Term. When interest is determined in relation to the Base Rate, each change in the rate of interest hereunder shall become effective on the date each Base Rate change is announced within Lender. With respect to each LIBOR selection hereunder, Lender is hereby authorized to note the date, principal amount, interest rate and Fixed Rate Term applicable thereto and any payments made thereon on Lender’s books and records (either manually or by electronic entry) and/or on any schedule attached to this Note, which notations shall be prima facie evidence of the accuracy of the information noted.
Clause type: payment
 In consideration for Magnum performing these services, View agrees to register, at its expense, Magnum's Shares in the next primary and/or secondary registration of securities that View makes pursuant to the Securities Act of 1933, as amended. This registration obligation includes View's obligation to (i) use its best efforts to register or qualify the shares acquired herein for offer or sale under state securities or blue sky laws of such jurisdictions as Magnum shall reasonably request and do any and all other acts and things which may be necessary or advisable to enable Magnum to consummate the proposed sale, transfer or other disposition of such securities in any jursdiction; and (ii) furnish to Magnum any prospectus included in any such registration statement, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as Magnum may from time to time reasonably request.
Clause type: taxes
 The Company shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all taxes, assessments and governmental levies except (a) such as are being contested in good faith and by appropriate negotiations or proceedings or (b) where the failure to effect such payment would not have a material adverse effect (1) upon the financial condition, business or results of operations of the Company and its Restricted Subsidiaries and (2) on the ability of the Company and its Restricted Subsidiaries to perform their respective obligations under the Notes or this Indenture.
Clause type: investments
 All money received or held by the Security Agent pursuant to this trusts in this Agreement may, in the name of, or under the control of, the Security Agent:
Clause type: notices
All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered, mailed or transmitted, and shall be effective upon receipt, if delivered personally, mailed by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like changes of address) or sent by electronic transmission to the telecopier number specified below:
Clause type: counterparts
This Lease may be executed in counterparts, each of which shall be deemed an original, but such counterparts, when taken together, shall constitute one agreement.
Clause type: compensation
 The Company shall compensate Employee for his services pursuant to this Agreement as follows:
Clause type: payment
 Customer agrees to pay all invoices in U.S. Dollars within [***] days of the date of the invoice.
Clause type: esop
 To be paid at up 300% of base, vesting pro rata over three years
Clause type: dividends
 The Company shall not, nor shall it permit any of its subsidiaries to: (i) declare or pay any dividends on, or make other distributions in respect of, any capital stock other than (A) dividends by a direct or indirect subsidiary to the Company, (B) regular dividends on the Company Preferred Stock, (C) regular quarterly dividends on Company Common Stock that do not exceed the current regular dividends on Company Common Stock; provided that, the Company may increase the rate of such dividends to not more than $0.25 per quarter beginning on the first regular quarterly dividend payment date in 2001, and (D) if the Effective Time does not occur between a record date and payment date of a regular quarterly dividend, a special dividend on Company Common Stock with respect to the quarter in which the Effective Time occurs with a record date on or prior to the date on which the Effective Time occurs, which does not exceed an amount equal to the product of (x) the number of days between the last payment date of a regularly quarterly dividend and the record date of such special dividend, multiplied by (y) the then-effective regular quarterly dividend, (ii) split, combine or reclassify any capital stock or the capital stock of any subsidiary or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of capital stock or the capital stock of any subsidiary, or (iii) redeem, repurchase or otherwise acquire any shares of capital stock or the capital stock of any subsidiary other than (A) acquisitions of shares of capital stock in connection with the administration of the Company's dividend reinvestment plan as in effect on the date hereof in the ordinary course consistent with past practice, (B) cash payments to holders of Warrants in lieu of issuing Company Common Stock upon exercise of such Warrants, or (C) intercompany acquisitions of capital stock.
Clause type: grant_of_option
 This Agreement evidences the Company's grant to the Optionee of the right and option to purchase, subject to and on the terms and conditions set forth herein, all or any part of 130,000 shares of the Company's Common Stock (the "SHARES") at the price of $56.50 per Share (the "OPTION"), exercisable from time to time, subject to the provisions of this Agreement, prior to the close of business on the day before the tenth anniversary of the Grant Date (the "EXPIRATION DATE"), unless earlier terminated pursuant to Section 9. Such price equals the fair market value of the Common Stock as of the Grant Date.
Clause type: payment
 In all cases, payment (i.e., issuance of the Stock and payment of any applicable Stock Payments as provided in Section 2) with respect to any Vested RSUs shall be made promptly and, in any event, within twenty (20) days following the later of (x) the applicable Vesting Date or the date of any accelerated vesting as described in Section 4(a), Section 4(b) or Section 4(d) above and (y) the determination of whether the performance goal in Section 3(c) has been met. For this purpose, Restricted Stock Units continuing to vest on account of (i) a termination of employment by the Company or its Affiliates other than For Cause, (ii) Recipient’s resignation for Good Reason, (iii) Recipient’s employer ceasing to be an Affiliate (in the absence of a Change of Control) or (iv) an Approved Retirement, shall continue to vest as provided above only if the Company has received the required Release and Waiver, but delivery of the Stock and payment of any applicable Stock Payments as provided in Section 2 on or after the next applicable Vesting Date pursuant to this paragraph (g) shall not obviate the need to comply with the covenants contained in Section 10 until the Covenant Termination Date in order to retain the Stock then delivered.
Clause type: insurance
To purchase and pay for entirely out of Trust Property such insurance as they may deem necessary or appropriate for the conduct of the business, including, without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, consultants, Investment Advisers, managers, Administrators, Distributors, Principal Underwriters, or other independent contractors, or any thereof (or any Person connected therewith), of the Trust, individually, against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such Person in any such capacity, whether or not the Trust would have the power to indemnify such Person against such liability;
Clause type: representations
and Warranties. Each Guarantor hereby makes each representation and warranty made in the Loan Documents by the Borrower with respect to such Guarantor and each Guarantor hereby further represents and warrants as follows:
Clause type: loans
 The Company has not lent any money which has not been repaid to it or owns the benefit of any debt (whether present or future) other than debts accrued to it in the ordinary course of its business.
Clause type: payment
 Upon the payment date specified in such Instructions, the Custodian shall pay out of the cash held for the account of such Series the total amount payable to the dividend agent of the Fund specified therein.