bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 (a) Immediately prior the Initial Closing, the authorized capital stock of the Company will consist of 277,408,894 shares of Common Stock, of which 64,919,446 shares are issued and outstanding and 261,811,761 shares of Preferred Stock, of which (A) 4,023,999 shares have been designated as Old Series A Preferred Stock (the “Old Series A Preferred”), none of which are issued and outstanding; (B) 3,310,382 shares have been designated as Series B Preferred Stock (the “Series B Preferred”), none of which are issued and outstanding; (C) 2,063,558 shares have been designated as Series C Preferred Stock (the “Series C Preferred”), none of which are issued and outstanding; (D) 20,340,705 shares have been designated as Series D Preferred Stock (the “Series D Preferred”), none of which are issued and outstanding; (E) 23,222,747 shares have been designated as Series E Preferred, none of which are issued and outstanding; (F) 10,000,000 shares have been designated as Series E-1 Preferred, none of which are issued and outstanding; (G) 8,996,739 shares have been designated as Series F Preferred, none of which are issued and outstanding; (H) 138,681,680 shares have been designated as Series A Preferred, none of which are issued and outstanding and (I) 51,171,951 shares have been designated as Series A-1 Preferred, none of which are issued and outstanding. The Common Stock, the Old Series A Preferred, the Series B Preferred, the Series C Preferred, the Series D Preferred, the Series E Preferred, the Series E-1 Preferred, the Series F Preferred, the Series A Preferred and the Series A-1 Preferred shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate.
Clause type: dividends
 Authorize, declare, pay or set aside funds for the express purpose of making, directly or indirectly, any Dividends with respect to any Company, except that the following shall be permitted:
Clause type: representations
and Warranties. Borrower represents and warrants to Collateral Agent and the Lenders as follows:
Clause type: taxes
 Borrower has filed or caused to be filed all federal, state or local tax returns which are required to be filed, and has paid all taxes as shown on said returns or on any assessment received by it, to the extent that such taxes have become due, except as otherwise permitted by the provisions hereof.
Clause type: payment
 We bill in advance, except for usage on a monthly basis. Payment is due upon receipt. If payment is not received by the due date, at late fee of 1.5% of the unpaid balance will apply.
Clause type: definitions
For the purposes of this Article 7, the following terms shall have the meanings set forth below:
Clause type: now
THEREFORE in consideration of the premises, and of the mutual covenants and agreements herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
Clause type: miscellaneous
This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors.
Clause type: definitions
(a) The following terms shall have the meanings set forth in this Section 1(a):
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company consists of: (i) 90,000,000 shares of Common Stock, $0.001 par value per share, of which 34,313,114 shares are issued and outstanding; and (ii) 10,000,000 shares of Preferred Stock, $0.00 1 par value per share, of which no shares are issued and outstanding; no shares are reserved for issuance pursuant to the Company's stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note and three (3) prior convertible promissory notes in favor of the Buyer :
Clause type: assignment
Party A shall not assign its rights or obligations under this Agreement to any third party without the prior written consent of Party B. Party B may transfer its rights or obligations under this Agreement to any third party without the consent of Party A, but shall inform Party A of the above assignment.
Clause type: representations
and Warranties. The Company represents and warrants to, and agrees with, you that:
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
Clause type: representations
and Warranties. The Holders from time to time, acting through the Purchase Contract Agent as their attorney-in-fact (it being understood that the Purchase Contract Agent shall not be liable for any representation or warranty made by or on behalf of a Holder), hereby represent and warrant to the Collateral Agent, which representations and warranties shall be deemed repeated on each day a Holder Transfers Collateral that:
Clause type: definitions
The following terms in this Addendum shall have the same meaning as those terms in the HIPAA Regulations: Breach, Data Aggregation, Designated Record Set, Disclosure, Electronic Health Record, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required by Law, Secretary, Subcontractor, Unsecured Protected Health Information, and Use.
Clause type: esop
 The Company has reserved a total of up to 17,647,058 Ordinary Shares (which shall be re-designated as Class A Ordinary Shares upon Closing), representing 12.6316% of the Company’s issued share capital (on a fully diluted basis) as of the date hereof and immediately prior to the Closing, for issuance pursuant to share options granted under the Company’s employee share option plan (the “ESOP”) adopted by the Company. The Ordinary Shares reserved under the ESOP will be re-designated as Class A Ordinary Shares at Closing. After the Closing, the Company may increase the number of Shares issuable under the ESOP by such number of Class A Ordinary Shares, representing up to 5% of the Company’s issued share capital (on a fully diluted basis) at such time, provided, however that the Investor’s shareholding in the Company shall not be diluted to less than 30% of the Company’s issued share capital (on a fully diluted basis) immediately after such increase.
Clause type: headings
The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. If the foregoing correctly sets forth the agreement among the BreitBurn Parties, the Selling Unitholder and the Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, BREITBURN ENERGY PARTNERS L.P. By: BREITBURN GP, LLC its general partner By: /s/ Halbert S. Washburn Name: Halbert S. Washburn Title: Chief Executive Officer BREITBURN GP, LLC By: /s/ Halbert S. Washburn Name: Halbert S. Washburn Title: Chief Executive Officer QUICKSILVER RESOURCES INC. By: /s/ Philip Cook Name: Philip Cook Title: Senior Vice President - Chief Financial Officer Accepted: Deutsche Bank Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. Wells Fargo Securities, LLC For themselves and as Representatives of the several Underwriters named in Schedule I hereto By: DEUTSCHE BANK SECURITIES INC. By: /s/ Mark Schwartz By: /s/ Edward Bryant By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Karl F. Schlopy By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Zack Jordan By: WELLS FARGO SECURITIES, LLC By: /s/ David Herman Underwriters Number of Firm Units Deutsche Bank Securities Inc. 1,330,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated 1,330,000 Citigroup Global Markets Inc. 1,330,000 Wells Fargo Securities, LLC 1,330,000 Barclays Capital Inc. 280,000 UBS Securities LLC 280,000 Howard Weil Incorporated 280,000 Credit Agricole Securities (USA) Inc. 280,000 Robert W. Baird & Co. Incorporated 280,000 Tudor, Pickering, Holt & Co. Securities, Inc. 280,000 Total 7,000,000 None.
Clause type: assignment
Neither this Agreement nor any interest arising under it will be assigned by the Partner or NASA without the express written consent of the officials executing, or successors, or higher- level officials possessing original or delegated authority to execute this Agreement. U.S. Federal law governs this Agreement for all purposes, including, but not limited to, determining the validity of the Agreement, the meaning of its provisions, and the rights, obligations and remedies of the Parties.
Clause type: dividends
 1. Dividends that are paid by a company which is a resident of a Contracting State and that are beneficially owned by a resident of the other Contracting State may be taxed in that other State.
Clause type: ownership_of_shares
 Such Lot78 Shareholderis both the record and beneficial owner of the Lot78 Shares. Such Lot78 Shareholder is not the record or beneficial owner of any other shares of Lot78. Such Lot78 Shareholder has and shall transfer at the Closing, good and marketable title to the Lot78 Shares, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever, excepting only restrictions on future transfers imposed by applicable law.
Clause type: miscellaneous
This Agreement is subject to and controlled by the Plan. Any inconsistency between this Agreement and said Plan shall be controlled by the Plan. This Agreement is the final, complete, and exclusive expression of the understanding between the parties and supersedes any prior or contemporaneous agreement or representation, oral or written, between them. Modification of this Agreement or waiver of a condition herein must be written and signed by the party to be bound. In the event that any paragraph or provision of this Agreement shall be held to be illegal or unenforceable, such paragraph or provision shall be severed from the Agreement and the entire Agreement shall not fail on account thereof, but shall otherwise remain in full force and effect.
Clause type: counterparts
This Limited Guarantee may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.
Clause type: representations
and Warranties. Borrower represents and warrants to Administrative Agent and Lenders that:
Clause type: private_equity
 After the Funding Threshold Date, WHITEHEAD (specifically not including Whitehead Holders) shall have the right to purchase additional Units in any private offering by the PARENT of its equity securities in exchange for cash, to maintain its pro rata ownership as calculated immediately prior to such offering on a Fully Diluted Basis, pursuant to the terms and conditions at least as favorable as those granted to the other offerees. PARENT may satisfy its obligations under this Section 4.1(i)(3) by offering WHITEHEAD the right to purchase additional Units by delivering written notice to WHITEHEAD within [***] of the closing of any such private offering and WHITEHEAD shall then have [***] from the date such notice is delivered to exercise such right to purchase all or any portion of such Units by
Clause type: interest
 (a) Each Security will bear interest at the rate established for the series of Securities of which such Security is a part pursuant to Section 3.1 (the "Coupon Rate") from and including the original date of issuance of such Security until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the Coupon Rate, compounded quarterly, payable (subject to the provisions of Article Four) quarterly in arrears on March 31, June 30, September 30 and December 31 of each year (or in such other periodic installments on such other dates established as payment dates for the series of Securities of which such Security is a part pursuant to Section 3.1) (each, an "Interest Payment Date") commencing on the date established for the series of Securities of which such Security is a part pursuant to Section 3.1, to the Person in whose name such Security or any Predecessor Security is registered, at the close of business on the Regular Record Date for such interest installment, which, in respect of any Securities of which the Institutional Trustee of any Citigroup Trust is the Holder or a Global Security, shall be the close of business on the Business Day next preceding that Interest Payment Date. Notwithstanding the foregoing sentence, if the Preferred Securities of a Citigroup Trust are no longer in book-entry only form or, except if the Securities originally issued to such Citigroup Trust are held by the Institutional Trustee of such Citigroup Trust, the Securities of any series are not represented by a Global Security, the Company may select a Regular Record Date for such interest installment on such series of Securities which shall be any date more than 14 days but less than 60 days before an Interest Payment Date.
Clause type: base-salary
 During the Contract Period, the Executive shall receive an annual base salary of $375,000 (“Annual Base Salary”). The Annual Base Salary shall be payable in accordance with the Company’s regular payroll practice for its senior executives, as in effect from time to time, and shall be subject to all applicable withholding requirements. During the Contract Period, the Annual Base Salary may be reviewed by the Company for possible increase, and the Executive’s Annual Base Salary shall not be decreased after any such increase.
Clause type: investments
 Make any investments in, or purchase any stock, option, warrant, or other security or evidence of Indebtedness of, any Person other than investments permitted under the Merger Agreement.
Clause type: severability
If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered divisible and such provision shall be deemed inoperative to the extent it is deemed unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however, that if any such provision may be made enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by Applicable Law.
Clause type: ownership_of_shares
 Neither Parent nor any of its Subsidiaries ------------------- is the beneficial owner (as such terms is used for purposes of Rule 13d-3 under the Exchange Act) of any Shares.
Clause type: indemnification
(a) The Trust hereby agrees to indemnify the Adviser and each of the Adviser’s partners, officers, employees, and agents (including any individual who serves at the Adviser’s request as director, officer, partner, trustee or the like of another corporation) and controlling persons (each such person being an “Indemnitee”) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which he may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while acting in any capacity set forth above in this paragraph or thereafter by reason of his having acted in any such capacity, except with respect to any matter as to which he shall have been adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as he had no reasonable cause to believe that the conduct was unlawful, provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as “Disabling Conduct”), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust and did not involve Disabling Conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other procee...
Clause type: investments
 The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Sale Preliminary Prospectus and the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended.
Clause type: employee_benefits
 While Executive is employed by the Company hereunder, Executive shall be entitled to participate in all employee benefit plans and programs of the Company to the extent that Executive meets the eligibility requirements for each individual plan or program. The Company provides no assurance as to the adoption or continuance of any particular employee benefit plan or program, and Executive's participation in any such plan or program shall be subject to the provisions, rules and regulations applicable thereto.
Clause type: conversion_of_shares
 As of the Effective Time, by virtue of the Merger, automatically and without any action on the part of any holder thereof:
Clause type: compensation
 In payment for the investment sub-advisory services to be rendered by the Sub-Adviser in respect of the Fund hereunder, the Adviser shall pay to the Sub-Adviser as full compensation for all services hereunder a fee computed at an annual rate, as outlined below, which shall be a percentage of the average net assets of the Fund. The fee shall be accrued daily, paid monthly and shall be based on the net asset values of all of the issued and outstanding shares of the Monetta Intermediate Bond Fund, as determined as of the close of each business day pursuant to the Fund Documents. The amount of such annual fee for the Fund is described in the schedule below: Monetta Intermediate Bond Fund In excess of $30 million 0.10%
Clause type: investment-company-act
 The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Disclosure Package and the Prospectus will not be, an “investment company” or a company “controlled” by an “investment company” which is required to be registered under the Investment Company Act of 1940, as amended.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, except for such additional agreements as are contained in that certain Stock Acquisition Agreement and in any agreements related thereto.
Clause type: dividends
 The RSUs shall have no rights with respect to dividends declared by the Company with respect to its capital stock, provided that the foregoing shall not prohibit or otherwise limit the adjustment of the terms of this Agreement in accordance with Section 9 of the Plan.
Clause type: headings
The various headings in this Warrant are inserted for convenience only and shall not affect the meaning or interpretation of this Warrant or any provisions hereof.
Clause type: investment-company-act
 None of Holdings (prior to a Qualified IPO), the U.S. Borrower or the Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.
Clause type: interest
 The unpaid Principal of this Note shall earn interest calculated on the basis of a 365-day year for the actual number of days of each year (365 or 366) from and including the date the proceeds of this Note were disbursed to, but not including, the date all amounts hereunder are paid in full at a variable (adjustable) annual interest rate which shall, during each calendar quarter, equal the sum of 1.5 percentage points (the "Margin Rate") plus the highest prime rate published in The Wall Street Journal in its table entitled "Money Rates" as in effect on the last business day of the second month of the preceding calendar quarter (the "WSJ Prime Rate"). The Bank may provide Borrower with notice of each adjustment in the WSJ Prime Rate which results in a change in the applicable rate under this Note. It is the intent of the Bank and Borrower that in no event shall interest by payable at a rate in excess of the maximum rate permitted by applicable law (the "Maximum Legal Rate"). If an Event of Default (defined below) occurs, the interest rate on the unpaid Principal shall immediately be automatically increased to 5 percentage points per year above the otherwise applicable rate per year, and any judgment entered hereon or otherwise in connection with any suit to collect amounts due hereunder shall bear interest at such Default Rate. Solely to the extent necessary to prevent interest under this Note from Exceeding the Maximum Legal Rate, any amount that would be treated as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically canceled, and, if received by the Bank, shall be refunded to the Borrower.
Clause type: capitalization
 The Partnership’s capital as of March 31, 2005 is as set forth in the Final Prospectus in the column entitled “Historical” under the heading “Capitalization.” The adjustments to the Partnership’s capital as of March 31, 2005, as set forth in the Final Prospectus under the column entitled (i) “Pro Forma” under the heading “Capitalization” give effect on a pro forma basis to the debt incurred under the Credit Facility in connection with the acquisition of the ExxonMobil Assets, and (ii) “Pro Forma As Adjusted” under the heading “Capitalization” represent the pro forma effects on the Partnership’s capital of the offer and sale of the Offered Units and the application of the estimated net proceeds from such offer and sale in the manner set forth in the Final Prospectus under the heading “Use of Proceeds” and the other transactions described therein.
Clause type: whereas
AVIF will make Shares of each Series listed on Schedule A hereto as the Parties hereto may amend from time to time (each a "Fund"; reference herein to "AVIF" includes reference to each Fund, to the extent the context requires) available for purchase by the Accounts; and