bhaskrr/legal-clauses huggingface dataset:
Clause type: whereas
the Founder Shares are convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), on the terms and conditions provided in the Company’s amended and restated certificate of incorporation;
Clause type: miscellaneous
(a) Paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
Clause type: ownership_of_shares
 Shareholder confirms that it has investment discretion in respect of such Shares and has entered into this Agreement on behalf of the beneficial owner of the Shares, being the Fund, which are legally held by a nominee, being The Bank of New York (Nominees) Limited (“Nominee”). None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares. Except pursuant to this Agreement, Shareholder has not entered into any contract granting another Person any contractual right or obligation to purchase or otherwise acquire any of the Shares. As of the date hereof, no proxy has been appointed by Shareholder in respect of any or all of the Shares other than appointments which have expired or been validly revoked prior to the date hereof (and except for the proxy voting process the Shareholder has in place with the Nominee).
Clause type: severability
If any provision of this Agreement is construed to be invalid, illegal or unenforceable, then the remaining provisions hereof shall not be affected thereby and shall be enforceable without regard thereto.
Clause type: miscellaneous
8.1. Until the termination of this Addendum in accordance with the terms hereof:
Clause type: entire
Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subject matter hereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein.
Clause type: severability
If any provision of this Agreement, or the application of such provision to either Party or circumstance, shall be held invalid, the remainder of the Agreement, or the application of any such provision to the Parties or circumstances other than those to which it is held invalid, shall not be affected thereby, provided that the Parties shall attempt to reformulate such invalid provision to give effect to such portions thereof as may be valid without defeating the intent of such provision.
Clause type: entire
Agreement. This Agreement contains the entire agreement between the parties relating to the subject matter hereof, and there are no other representations, endorsements, promises, agreements or understandings, oral, written or inferred, between the parties relating to the subject matter hereof.
Clause type: payment
 Concurrently with the execution of this Agreement, the Participant shall deliver to the Corporate Secretary of the Corporation (i) the aggregate Purchase Price payable for the Shares in cash or cash equivalent and (ii) a duly-executed blank Assignment Separate from Certificate (in the form attached hereto as Exhibit A).
Clause type: compensation
 For the services provided and the expenses assumed pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefore, a sub-advisory fee in accordance with Schedule B hereto.
Clause type: payment
 Within sixty (60) days of the beginning of each calendar year, Jackson and the Funds shall agree upon for the upcoming year Funds Fees that the Funds will pay to Jackson for AML Services. The Fees shall be based on the preceding year’s Funds Fees and any foreseeable change. Beginning in January of each year during the Effective Term of this Agreement, the Funds shall pay Jackson on or before the 15th of each month 1/12 of the Funds Fee for that year. If during a calendar year the Parties agree to an adjustment of either, the Funds Fee will be adjusted accordingly, and the amount of the Funds’ remaining monthly payments to Jackson for that year will be recalculated to an amount equal to the unpaid balance of the adjusted Funds Fees divided by the number of remaining monthly payments.
Clause type: whereas
the Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company and offers for public sale distinct series of shares of beneficial interest; and
Clause type: investment-company-act
 No Loan Party nor any Subsidiary of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, nor is it controlled by such a company.
Clause type: conversion_of_shares
 At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any capital stock of Parent, Merger Sub or the Company:
Clause type: capitalization
 The authorized capital stock of the Company -------------- consists of 200 Company Shares. As of the date of this Agreement, 150 Company Shares are issued and outstanding and no Company Shares are held in treasury. There are no Company Shares reserved for issuance upon the exercise of outstanding stock options, warrants or similar rights. All of the outstanding Company Shares have been duly authorized and validly issued, are fully paid, non-assessable and free of preemptive rights, and are registered in the names of the Sellers, free and clear of all actual liens and encumbrances. There are no, and on the Closing Date there will be no, issued or outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Company Common Stock, or any other equity security of the Company or any securities representing the right to purchase or otherwise receive any shares of Company Common Stock or any other equity security of the Company.
Clause type: whereas
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. [_____], and a prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the Ordinary Shares included in the Units;
Clause type: base-salary
 The Company agrees to pay Employee a base salary at the rate of $500,000 per year (prorated for any partial years of employment), payable in equal installments on regularly scheduled Company pay dates.
Clause type: capitalization
 Except as set forth on Schedule 5.17, all outstanding Equity Interests of the Borrower and its Restricted Subsidiaries have been duly authorized and validly issued, and, to the extent applicable, are fully paid and nonassessable, and as of the Second Restatement Effective Date there are no outstanding commitments or other obligations of any Restricted Subsidiary to issue, and no rights of any Person to acquire, any Equity Interests in any Restricted Subsidiary.
Clause type: capitalization
 On the Closing Date, immediately before the transactions to be consummated pursuant to this Agreement, AOPM shall have authorized (a) 75,000,000 shares of Common Stock, par value $ 0.00001 per share, of which 6,135,000 shares shall be issued and outstanding, all of which are duly authorized, validly issued and fully paid.
Clause type: assignment
Consultant/Licensor shall not assign any rights or delegate any obligations under this Agreement without the prior written consent of GFD, which consent shall not be unreasonably withheld. Any assignment in violation of this provision shall be void. GFD may assign its rights and obligations under this Agreement to any successor in interest to all or substantially all of GFD's assets. This Agreement shall be binding upon the heirs, successors, legal representatives and permitted assigns of the parties.
Clause type: entire
Agreement. This Amendment and the other Loan Documents constitute the entire agreement and understanding between the parties hereto with respect to the transactions contemplated hereby and thereby and supersede all prior negotiations, understandings and agreements between such parties with respect to such transactions.
Clause type: payment
 Pursuant to the terms of this Agreement, the Client shall pay Patheon for the provision of the Manufacturing Services according to the fees specified in Schedule B (such fees being subject to adjustment in accordance with the terms hereof).
Clause type: ownership_of_shares
 The Stockholder is the record and beneficial owner of the Shares free and clear of any security interests, liens, charges, encumbrances, equities, claims, options or limitations of whatever nature and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Shares). Except as set forth on Schedule II attached hereto, there are no outstanding options or other rights to acquire from the Stockholder, or obligations of the Stockholder to sell or to acquire, any shares of Company Common Stock. The Stockholder holds exclusive power to vote the Shares, subject to the limitations set forth in Section 1 of this Agreement. The Shares represent all of the shares of capital stock of the Company beneficially owned by Stockholder except for such shares owned by Stockholder and issued in the name of Daniel L. Simon, as trustee, under a Voting Trust Agreement, dated December 20, 1995, between Daniel L. Simon and Stockholder.
Clause type: notices
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.
Clause type: compensation
 4.1. The total compensation to be paid CONTRACTOR by the OWNER for all Basic Services shall not exceed
Clause type: base-salary
 For the services of the Executive to be rendered by him under this Agreement, the Company will pay the Executive for each of the periods indicated below an annual base salary ("Base Salary") as follows:
Clause type: now
THEREFORE in consideration of the premises and of the mutual agreements set forth below, the parties agree to amend the Agreement as follows:
Clause type: grant
 Subject to the provisions of this Agreement and to the provisions of the Unum Group Stock Incentive Plan of 2017 (as the same may be amended, the “Plan”), the Company hereby grants to the Employee, as of [Grant Date] (the “Grant Date”), [Number Granted] Performance Share Units (the “Performance Share Units”), each with respect to one share of common stock of the Company, par value $0.10 per Share. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan.
Clause type: taxes
 Regardless of any action the Company takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or other tax related items (“Tax Related Items”), the Optionee acknowledges that the ultimate liability for all Tax Related Items associated with the Option is and remains the Optionee’s responsibility and that the Company (i) makes no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends or dividend equivalents; and (ii) does not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax Related Items.
Clause type: counterparts
This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.
Clause type: termination
This Agreement (including Article III hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of Parent without the approval of SpinCo or the stockholders of Parent. In the event of such termination, no party shall have any liability of any kind to any other party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the parties; provided, however, that Article III shall not be terminated or amended after the Distribution in respect of any Indemnitees not a party to this Agreement without the consent of such Persons.
Clause type: ownership_of_shares
 Seller is the legal and beneficial owner of the Target Shares free and clear of all liens, restrictions, claims, security interests and encumbrances of any kind, nature or description (collectively, "Encumbrances"), and after giving effect to the transactions contemplated hereby, Buyer will acquire good, valid and marketable title to the Target Shares, free and clear of all Encumbrances.
Clause type: payment_terms
 Payment terms shall be: 1% 10, net 30 days. Interest shall be assessed on all past-due amounts at the annual rate of two (2%) percent above the prime rate of interest at the First National Bank of Chicago, Chicago, Illinois.
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.
Clause type: investments
 Make, incur, assume or suffer to exist any Investment in any other Person, except, without duplication:
Clause type: board
 The term "Board of Directors" shall mean the Board of Directors of the Company, or an Executive or Special Committee of such Board.
Clause type: definitions
Reference is hereby made to the Financing Agreement for a statement of the terms thereof. All terms used in this Agreement which are defined therein and not otherwise defined herein shall have the same meanings herein as set forth therein.
Clause type: employee_benefits
 Except as set forth on Schedule 3.1(rr), neither the Company nor any Subsidiary has (nor for the two years preceding the date hereof has had) any plans which are subject to ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974 or any successor law and the regulations and rules issued pursuant to that act or any successor law.
Clause type: now
THEREFORE in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, the parties hereto agree as follows:
Clause type: notices
Any notice to be given under the terms of this Option Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the Secretary, and to the Grantee at the address last reflected on the Corporation’s payroll records, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be delivered in person or shall be enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government. Any such notice shall be given only when received, but if the Grantee is no longer employed by the Corporation or a Subsidiary, shall be deemed to have been duly given five business days after the date mailed in accordance with the foregoing provisions of this Section 6.
Clause type: loans
 Loans by a Member to the Company shall not be considered Capital Contributions.
Clause type: assignment
The Contractor will not sell, assign, or transfer any of its rights, duties, or obligations under the Contract without the prior written consent of the Department. However, the Contractor may waive its right to receive payment and assign same upon notice to the Department. In the event of any assignment, the Contractor remains responsible for performance of the Contract, unless such responsibility is expressly waived by the Department. The Department may assign the Contract with prior written notice to the Contractor.
Clause type: compensation
 The Corporation agrees that the Bank shall pay the ------------ Executive during the Term of this Agreement a base salary as follows: $150,000 per annum, with the salary to be reviewed on July 1, 1997, and annually on each July 1st thereafter during the Term of this Agreement. Salary increases are not guaranteed or automatic. The salary provided for in this Agreement shall be payable semi-monthly in accordance with the practices of the Bank.
Clause type: interest
 TD AMERITRADE HOLDING CORPORATION, a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Security at 3.750% per annum from November 1, 2018 until the Fixed Rate Notes Maturity Date. The Company will pay interest semi-annually in arrears on April 1 and October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, a “Fixed Rate Notes Interest Payment Date”). Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Original Issue Date; provided that the first Fixed Rate Notes Interest Payment Date shall be April 1, 2019. Interest accrued on the Securities from the last Fixed Rate Notes Interest Payment Date before the Fixed Rate Notes Maturity Date shall be payable on the Fixed Rate Notes Maturity Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: ownership_of_shares
 Each Selling Stockholder, with respect to the shares of the Owned Shares set forth opposite his or her name on the signature page of this Agreement, and with respect to the shares of the Option Shares set forth opposite his or her name on the signature page of this Agreement purchased by the Selling Stockholder pursuant to the exercise of a stock option (as more fully described in Section 1(b) of this Agreement), will transfer to Buyer valid and marketable title to the shares of such stock free and clear of all liens, claims, and encumbrances of any kind or character. Such shares have been duly and validly issued, and are fully paid and non-assessable. The execution and delivery of this Agreement by the Selling Stockholder does not, and the performance of this Agreement by the Selling Stockholder will not, (i) violate or conflict with any existing law or any judgment which is applicable to the Selling Stockholder; or (ii) conflict with, result in a breach of, constitute a default under, result in acceleration of, create in any person the right to accelerate, terminate, modify, or cancel, or require any notice under any contract to which the Selling Stockholder is a party or by which he or she is otherwise bound. This Agreement has been duly executed and delivered by the Selling Stockholder and constitutes his or her legal, valid, and binding obligation, enforceable in accordance with its terms.
Clause type: investments
 Make any investment of capital in any Person either by purchase of stock or securities, contributions to capital, property transfer or otherwise or acquire or agree to acquire by any manner any business of any Person.
Clause type: representations
and Warranties. As of the Effective Date, the representations and warranties set forth in Section 3 hereof shall be true and correct.
Clause type: definitions
All terms used herein which are defined in Article 1 or Article 9 of the Uniform Commercial Code shall have the meanings given therein unless otherwise defined in this Agreement. All references to the plural herein shall also mean the singular and to the singular shall also mean the plural unless the context otherwise requires. All references to Borrower and Lender pursuant to the definitions set forth in the recitals hereto, or to any other person herein, shall include their respective successors and assigns. The words "hereof", "herein", "hereunder", "this Agreement" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not any particular provision of this Agreement and as this Agreement now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. The word "including" when used in this Agreement shall mean "including, without limitation". An Event of Default shall exist or continue or be continuing until such Event of Default is waived in accordance with Section 11.3 or is cured in a manner satisfactory to Lender, if such Event of Default is capable of being cured as determined by Lender. Any accounting term used herein unless otherwise defined in this Agreement shall have the meanings customarily given to such term in accordance with GAAP. For purposes of this Agreement, the following terms shall have the respective meanings given to them below:
Clause type: whereas
the Fund, and each of its respective classes, is responsible for, and has assumed the obligation for, payment of certain expenses pursuant to the Management Services Agreement that have not been assumed by the Adviser; and
Clause type: investment-company-act
 No Company is (a) an “investment company” or a company “controlled” by an “investment company,” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or (b) subject to regulation under any Legal Requirement (other than Regulation X) that limits its ability to incur, create, assume or permit to exist Indebtedness or grant any Contingent Obligation in respect of Indebtedness.