bhaskrr/legal-clauses huggingface dataset:
Clause type: base-salary
 During the Employment Term, the Employee will be entitled to receive a base salary (“Base Salary”) at an annual rate of not less than $900,000 for services rendered to the Company, Linn Energy, and any of its direct or indirect subsidiaries, payable in accordance with the Company’s regular payroll practices. The Employee’s Base Salary shall be reviewed annually by the Board and may be adjusted upward in the Board’s sole discretion, but not downward.
Clause type: board
 The business of the Company shall be managed and conducted by the Board.
Clause type: stock_option
 (a) Subject to Section 5.5(b), at the Effective Time, all rights with respect to Company Common Stock under each Company Option then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each such Company Option in accordance with the requirements of Section 424(a) of the Code (as in effect as of the date of this Agreement) and the terms of the stock option plan under which it was issued and the stock option agreement by which it is evidenced. From and after the Effective Time, (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each such Company Option shall be equal to the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding down to the nearest whole share (with cash, less the applicable exercise price, being payable for any fraction of a share), (iii) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price under such Company Option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such Company Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each Company Option assumed by Parent in accordance with this Section 5.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction subsequent to the Effective Time.
Clause type: governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles of conflicts of laws.
Clause type: payment
 Payment shall be in accordance with the terms contained in Note. The Note may, at any time and from time to time, be paid or prepaid in whole or in part without premium or penalty, except that any partial prepayment shall be (a) in multiples $10,000.00, (b) a minimum of $10,000.00, applied to principal due under the Note. Upon the payment of the outstanding principal in full, the interest on the Loan shall be computed and a final adjustment and payment of interest shall be made within five (5) days of the receipt of notice. Interest shall be calculated on the basis of a year of 365 days and the actual number of days elapsed.
Clause type: definitions
A. Billing number - a number used by BellSouth for the purpose of identifying an account liable for charges. This number may be a line or a special billing number.
Clause type: whereas
the Company and the Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of l 933, as amended (the "1933 Act"), and/or Section 4(2) of the 1933 Act; and
Clause type: investments
 Nothing in this Agreement shall prohibit the Executive from making any investments in the securities of any entity or business enterprise; provided, however, that during the Employment Term, the Executive shall not make any investments (other than “passive investments” as defined below) in the securities of any entity or business enterprise which engages in a business that competes directly with the Business. An investment shall be considered a “passive investment” to the extent that such securities (i) are actively traded on a United States national securities exchange, on any of the NASDAQ markets, on the OTC Bulletin Board, or on any foreign securities exchange, or owned through an investment in a mutual fund or targeted fund, and (ii) represent, at the time such investment is made, less than five percent (5%) of the aggregate voting power of such entity or business enterprise.
Clause type: termination
This Agreement may be terminated by either Party upon written notice to the other Party for any reason which shall be effective five (5) business days from the date of such notice. This Agreement shall be terminated immediately upon written notice for material breach of this Agreement.
Clause type: grant
 The Company hereby grants to the Participant a total of [______] RSUs, on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. Each RSU represents the right to receive one Class A share of the Company’s common stock, $0.01 par value (“Share”). The RSUs shall be credited to a separate book-entry account maintained for the Participant on the books of the Company.
Clause type: representations
and Warranties. The Company hereby represents and warrants that each of the representations and warranties in or pursuant to Section 5 of the Credit Agreement or which are contained in any other Credit Document or in any certificate, document or financial or other statement furnished by or on behalf of Holdings, the Company or any Subsidiary thereof shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the date hereof (unless such representations and warranties are stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).
Clause type: entire
Agreement. This Agreement embodies the entire agreement of the parties hereto in relation to the subject matter herein and supersedes all prior understandings or agreements, oral or written, between the parties.
Clause type: ownership_of_shares
 Neither Parent nor any of its Subsidiaries "Beneficially Owns" or is the "Beneficial Owner" of (as such terms are defined in the Rights Agreement, as amended, or for purposes of Section 3-601 of the MGCL) 10% of more of the outstanding Shares.
Clause type: termination
The Executive’s services shall terminate upon the first to occur of the following events:
Clause type: indemnification
The Company agrees to the indemnification and other agreements set forth in the Indemnification Agreement attached hereto, the provisions of which are incorporated herein by reference and shall survive the termination, expiration or supersession of this Agreement.
Clause type: employee_benefits
 (i) All bonus, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock and stock option plans, all employment, termination, severance, welfare, fringe benefit, compensation, medical or health contract or other plan, contract, policy or arrangement which covers employees or former employees (the "Employees") and current and former directors of the Target or its Subsidiaries or their respective predecessors (the "Compensation and Benefit Plans" or "Plans"), including, but not limited to, "employee benefit plans" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") are listed in Schedule 3(m)(i) of the Disclosure Schedule and any "change in control" or similar provisions therein are specifically identified in such Schedule. Schedule 3(m)(i) contains a complete and accurate list of all current Employees of the Target and its Subsidiaries. True and complete copies of all Compensation and Benefit Plans, including, but to limited to, any trust instruments and/or insurance contracts, if any, forming a part of any such plans and agreements, and all amendments thereto, have been made available to the Acquiror.
Clause type: payment
 Payment of the purchase price for, and delivery of certificates for, the Initial Shares shall be made at the offices of Brown & Wood LLP, One World Trade Center, New York, New York 10048-0557, or at such other place as shall be agreed upon by the Underwriter and the Fund, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Fund (such time and date of payment and delivery herein being referred to as "Closing Time"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriter, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above-mentioned offices of Brown & Wood LLP, or at such other place as shall be agreed upon by the Underwriter and the Fund, on each Date of Delivery as specified in the notice from the Underwriter to the Fund. Payment shall be made to the Fund by wire transfer of immediately available funds to a bank account designated by the Fund, against delivery to the Underwriter of certificates for the Shares to be purchased by it.
Clause type: base-salary
 The Company shall pay the Executive during the Term a salary at a minimum rate of Two Hundred Fifty Thousand Dollars ($250,000) per annum for the period beginning on the Effective Date through the Initial Term (the “Base Salary”), in accordance with the customary payroll practices of the Company applicable to senior executives. Following the completion of an offering of the Company’s Series A Preferred stock, the Executive’s Base Salary shall automatically be increased to Two Hundred Eighty Thousand ($280,000) per annum. For each year thereafter, the Company’s Board (or compensation committee of the Company’s Board, or, at the discretion of the Company’s Board, by a committee composed of two or more members of the Company’s Board (for purposes of this Agreement, the “Committee”) shall review the Executive’s Base Salary and may provide for such increases therein as it may, in its discretion, deem appropriate. (Any such increased salary shall constitute the “Base Salary” as of the time of the increase.)
Clause type: taxes
 Except as set forth on Schedule 5.9 to the applicable Acquired Companies Annex: (a) all material Tax Returns that are required to be filed on or before the Closing Date by each Acquired Company have been or will have been duly and timely filed, (b) all such Tax Returns are true, correct and complete in all material respects, (c) all Taxes that are shown to be due on such Tax Returns and all other Taxes whether or not shown as due on such Tax Returns that are due and owing have been or will have been timely paid in full or have been or will be adequately reserved in accordance with GAAP, (d) all withholding Tax requirements imposed on the Acquired Companies have been satisfied in full in all material respects, except for amounts that are being contested in good faith, (e) no Acquired Company has in force any waiver of any statute of limitations in respect of Taxes or any extension of time with respect to a Tax assessment or deficiency, (f) there are no pending or active, or to Seller’s Knowledge threatened audits or legal proceedings involving Tax matters with respect to the Acquired Companies nor has Seller been notified of any request for examination, (g) there are no liens for Taxes upon the Interests or upon any of the assets of the Acquired Companies, except for Permitted Encumbrances, (h) immediately upon Closing, none of the Acquired Companies will be a party to or will be bound by any Tax allocation or sharing agreement or Tax indemnity agreement (excluding, however, commercial agreements entered into in the Ordinary Course of Business and not primarily concerned with Taxes) pursuant to which it is liable for the Taxes of any other Person, other than any Tax allocation or sharing agreements, if any, that the Acquired Companies become subject to as a result of Purchaser’s ownership of the Company, (i) each of the Acquired Companies is, and has been since its formation, classified as either an entity disregarded as separate from its owner or a partnership for U.S. federal income tax purposes and has no liability for the Taxes of any Person under Reg. §1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract, or otherwise, (j) no written claim, or to Seller’s Knowledge unwritten claim, has been made by any Taxing Authority (domestic or foreign) in any jurisdiction where the Acquired Companies do not file Tax Returns that any such entity (or its owner for Tax purposes in the case of a disregarded en...
Clause type: headings
The headings and subheadings contained in this Agreement are included solely for ease of reference, and are not intended to give a full description of the contents of any particular Section and shall not be given any weight whatever in interpreting any provision of this Agreement.
Clause type: definitions
This Agreement, each Confirmation, and each Transaction are subject to the 2006 ISDA Definitions (the “Definitions”), as published by the International Swaps and Derivatives Association, Inc., and will be governed in all respects by the provisions set forth in the Definitions with references to “Swap Transaction” therein being a reference to “Transaction” for purposes of this Agreement. The provisions of the Definitions and the Master Definitions and Construction Agreement (as defined below) are incorporated by reference in, and made part of, this Agreement as if set forth in full in this Agreement and each Confirmation. In the event of any inconsistency between (i) (A) the Definitions; and (B) the Master Definitions and Construction Agreement dated June 25, 2014 between The Toronto-Dominion Bank, TD Covered Bond (Legislative) Guarantor Limited Partnership, Computershare Trust Company of Canada, TD Covered Bond (Legislative) GP Inc., 8638080 Canada Inc., and Ernst & Young LLP and each other Person who may from time to time become a party thereto, as amended and supplemented from time to time (the “Master Definitions and Construction Agreement”), the definitions set forth in the Master Definitions and Construction Agreement shall prevail; (ii) (A) the provisions of this Schedule and the Master Agreement of which it is a part; and (B) the Definitions, the provisions set forth in this Schedule will prevail; and (iii) in the event of any inconsistency between (A) the provisions of a Confirmation, and (B) any of this Schedule, the Master Agreement or the Definitions, the provisions set forth in the Confirmation will prevail.
Clause type: indemnification
(a) The Seller agrees to indemnify and hold harmless the Purchasers, their Affiliates, each of their officers, directors, employees and agents and their respective successors and assigns, from and against any losses, damages, or expenses which are caused by or arise out of (i) any breach or default in the performance by the Seller of any covenant or agreement made by the Seller in this Agreement or in any of the Related Documents; (ii) any breach of warranty or representation made by the Seller in this Agreement or in any of the Related Documents (iii) any and all third party actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal fees and expenses) incident to any of the foregoing.
Clause type: investments
 You will not, and You will not permit any of Your Subsidiaries to, directly or indirectly make any Investment other than Permitted Investments.
Clause type: payment_terms
 The Payment Amount shown to have accrued by each report provided for under Section 5.2.2 shall be due on the date such report is due. Payment of Payment Amount in whole or in part may be made in advance of such due date.
Clause type: governing
Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Clause type: board
 During the term of this Agreement, JSP shall be entitled to nominate one person to serve on the Board of Directors of LCI (the "Board"); provided, however, that the Board shall have the right to reasonably approve any such nominee in order to fulfill its fiduciary duty by ascertaining that such person is suitable for membership on the board of a publicly traded corporation including, but not limited to, complying with the requirements of the Securities and Exchange Commission, the American Stock Exchange and applicable law including the Sarbanes-Oxley Act of 2002. The nominee will provide the Board with all requested information regarding such person's background as is reasonably requested by the Board in order for the Board to fulfill its fiduciary duties. If, after a thorough review and consultation with JSP, the Board rejects a JSP nominee, JSP shall have the opportunity to select an alternate who shall be subject to the same review process. Subject to the foregoing, at the next regularly scheduled meeting of the Board, the JSP nominee shall be appointed to the Board to serve until the next regularly scheduled meeting of the stockholders of LCI, at which time such representative shall stand for election. At each annual meeting of the stockholders of LCI held during the term of this agreement, William Farber shall vote all of his shares of common stock of LCI in favor of JSP's nominee to the Board; provided however that such obligation shall only apply for so long as this Agreement shall remain in full force and effect and provided further that such obligation shall not be binding on successors in interest to William Farber.
Clause type: capitalization
 The authorized capital of the Company consists of 40,000,000 common shares, of which 10,182,153 (as of 2/2/18) are issued and outstanding, 1,000,000 Preferred Shares, no par value per share, of which 18,533.51 are issued and outstanding, of which (i) 250,000 are designated as Series A Preferred Shares and none are issued and outstanding, (ii) 10,000 are designated as Series B Preferred Shares and 9,997 are issued and outstanding, (iii) 3,500 are designated as Series C Preferred Shares and 3424.65 are issued and outstanding (iv) 6,000 are designated as Series D Preferred Shares and 5,111.86 are issued and outstanding. Each share of preferred stock can convert into 100 shares of common. Common stock warrants totaling 3,736,702 have been granted in association with the Preferred Share purchases, Common share purchases (including placement agent commissions) and PFG debt issuance. As of the date hereof, the Company has reserved a total of 2,850,000 shares of its Common Stock for issuance under its 2005 Plan, of which 1,177,667 shares (including 450,450 shares of restricted stock) are outstanding and 1,672,333 are reserved for future grants. A true, correct and current copy of the Company’s current Restated Articles of Incorporation is appended as Exhibit C hereto. Except as specified in this Agreement or as disclosed in Exhibit D hereto, including with respect to a pending Series E Preferred Share financing, there are no other options, warrants, conversion privileges or other contractual rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company's capital stock or other securities. Exhibit D hereto sets forth a capitalization table of the Company which is true, correct accurate, complete and materially consistent with this Section 6.3 as of the date hereof.
Clause type: now
THEREFORE in consideration of the foregoing and the mutual representations, warranties and covenants herein contained, the parties hereto hereby agree as follows:
Clause type: capitalization
 The Corporation has issued and outstanding One Hundred (100) shares of common and no other capital stock or securities of any kind. All such shares are duly authorized and validly issued and are fully paid and nonassessable, to the extent provided by law. There are no outstanding options, warrants, rights, cause, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance or sale of any shares of the capital stock of the Corporation, other than as contemplated by this Agreement.
Clause type: representations
and Warranties. The Credit Parties hereby represent to the Administrative Agent and each Lender that:
Clause type: payment
 If the Borrower shall default in payment or performance of any of the Borrower’s Liabilities, whether principal, interest, premium, fee (including, but not limited to, loan fees and Attorney Costs), or otherwise, when and as the same shall become due, and after expiration of any applicable grace period, whether according to the terms of the Credit Agreement, by acceleration, or otherwise, or upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, then any or all of the Guarantors will, upon demand thereof by the Administrative Agent, fully pay to the Administrative Agent, for the benefit of the Secured Parties, subject to any restriction on each Guarantor’s Obligations set forth in Section 1 hereof, an amount equal to all the Borrower’s Liabilities then due and owing.
Clause type: capitalization
 The authorized capital stock of Lithia consists of 100,000,000 shares of Class A Common Stock, no par share, 25,000,000 shares of Class B Common Stock, no par value and 15,000,000 shares of preferred stock, no par value, of which 10,500 shares will be designated as Series M-2002 Preferred Stock and 4,500 shares will be designated as Series M-2003 Preferred Stock, prior to Closing. Lithia SEC Filings reflect, as of the dates referred to in such filings, all shares of capital stock issued and outstanding (the "LITHIA SHARES") or plans pursuant to which such shares may be issued. The Lithia Shares have been validly authorized and issued, are fully paid and non-assessable, and have not been issued in violation of any preemptive rights. The Class A Common Stock and Series M Preferred Stock to be issued as part of the Merger Consideration, including any Class A Common Stock issued upon conversion of the Series M Preferred Stock (collectively, the "MERGER SHARES") have been duly authorized and, when issued in accordance with this Agreement, the Plan of Merger and the terms of the Series M Preferred Stock, will be validly issued, fully paid and non-assessable and will not have been issued in violation of the preemptive or similar rights of any person. Prior to issuance, all Class A Common Stock to be issued to the Shareholders shall have been approved for listing on the New York Stock Exchange. The Merger Shares will not be subject to any restriction on transfer except as contemplated by Section 7.32.
Clause type: definitions
Capitalized terms used herein but not defined herein shall have the meanings as given them in the Credit Agreement, unless the context otherwise requires.
Clause type: grant
 In consideration for acting as a Vice-President of Operations of Parent, Parent hereby grants Executive, as of the date hereof, 369.50 of its Class B Units (the “B Units”) and 349.50 of its Class C Units (the “C Units” and, together with the B Units, “Incentive Units”). Concurrently with the execution of this Agreement, Executive shall deliver to the Company an executed copy of the Amended and Restated Limited Liability Company Agreement of Parent, dated as of the date hereof (as the same may be amended from time to time, the “LLC Agreement”).