bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 The authorized capital stock of Buyer -------------- consists of 50,000,000 shares of Buyer Common Stock, of which 33,640,771 shares were issued and outstanding as of the date of this Agreement, and 10,000,000 shares of serial preferred stock, par value of $.01 per share ("Buyer Preferred Stock"), of which no shares were outstanding as of the date of this Agreement. As of the date of this Agreement, there are no shares of Buyer Common Stock held in Buyer's treasury and, except as Previously Disclosed, there are no shares of Buyer Common Stock or Buyer Preferred Stock reserved for issuance. All issued and outstanding shares of Buyer Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. As of the date of this Agreement, except as Previously Disclosed, there are no outstanding Rights to purchase or acquire any capital stock of Buyer and no oral or written agreement, contract, arrangement, understanding, plan or instrument of any kind to which Buyer or any of its Affiliates is subject with respect to the issuance, voting or sale of issued or unissued shares of the capital stock of Buyer. The shares of Buyer Common Stock, if any, to be issued pursuant to the Stock Purchase will be duly authorized and validly issued and, at the Closing, all such shares will be fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.
Clause type: investments
 (a) The Company has made available to Parent a list of all bonds, stocks, mortgage loans and other investments that were carried on the books and records of the Company and its Subsidiaries as of December 31, 2017 (such bonds, stocks, mortgage loans and other investments, together with all bonds, stocks, mortgage loans and other investments acquired by the Company and its Subsidiaries between such date and the date of this Agreement, the “Investment Assets”). Except for Investment Assets that matured or were sold, redeemed or otherwise disposed of after December 31, 2017, each of the Company and its Subsidiaries, as applicable, has good and marketable title to all of the Investment Assets it purports to own, free and clear of all Liens except Permitted Liens. Section 4.12 of the Company Disclosure Letter sets forth a copy, as of the date of this Agreement, of the Company’s policies with respect to the investment of the Investment Assets (the “Investment Guidelines”), and the composition of the Investment Assets complies in all material respects with the Investment Guidelines.
Clause type: interest
 (a) Interest shall accrue on the outstanding and unpaid principal amount of each Loan for the period from and including the date of such Loan to but excluding the date such Loan is due, at the following rates per annum: (i) for a Base Rate Loan, at a variable rate per annum equal to the Base Rate; and (ii) for a LIBOR Rate Loan, at a fixed rate equal to the Adjusted LIBOR Rate. Upon the occurrence and during the continuance of any Event of Default, the outstanding principal amount of all Loans, and, to the extent permitted by applicable law, any interest payments thereon or any fees or other amounts then due and payable hereunder shall thereafter bear interest (including post-petition interest in any proceeding under Title 11 of the United States Code or other applicable bankruptcy laws) payable upon demand at the Default Rate.
Clause type: base-salary
 The Executive’s initial annual base salary shall be $410,000. The Executive’s base salary shall be reviewed annually by the Board or designated committee thereof. The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for executive officers, but no less often than monthly.
Clause type: investment-company-act
 Borrower is not an "investment company" and is not "controlled" by any "investment company", (within the meaning of the Investment Company Act of 1940, as amended) except Equus, which is a "business development company."
Clause type: ownership_of_shares
 The Shares are owned by Seller beneficially and of record, free and clear of all Liens.
Clause type: insurance
3.3.1 Except as otherwise set forth in the Lease, Mortgagor shall maintain in full force and effect an extended coverage "Special Form" policy ("Policy") of insurance in a nonreporting form insuring against physical loss or damage to the Improvements and personal property, including but not limited to risk of loss from fire and other hazards, collapse, transit coverage, vandalism, malicious mischief, theft, earthquake (if Property is in earthquake zone 1 or 2) and sinkholes (if usually recommended in the area of the Property). The Policy shall be in the amount of the full replacement value of the Improvements and personal property and shall contain a deductible amount acceptable to Mortgagee. Mortgagee shall be named as mortgagee and loss payee under a standard non-contributing lender's loss payable clause. 3.3.2 The Policy shall include the following coverage: [i] A stipulated value endorsement or agreed amount endorsement and endorsements for contingent liability for operations of building laws, demolition costs, and increased cost of construction. [ii] If applicable, loss or damage by explosion of steam boilers, pressure vessels, or similar apparatus, now or hereafter installed on the Property, in commercially reasonable amounts acceptable to Mortgagee. [iii] Consequential loss of rents and income coverage insuring against all "Special Form" risk of physical loss or damage with limits and deductible amounts acceptable to Mortgagee covering risk of loss during the first nine months of reconstruction, and containing an endorsement for extended period of indemnity of at least six months, and shall be written with a stipulated amount coverage if available at a reasonable premium. [iv] Loss or damage caused by the breakage of plate glass in commercially reasonable amounts acceptable to Mortgagee. [v] Effective when the Facility commences operations, loss or damage commonly covered by blanket crime insurance including employee dishonesty, loss of money orders or paper currency, depositor's forgery, and loss of property of patients accepted by Mortgagor for safekeeping, in commercially reasonable amounts acceptable to Mortgagee. 3.3.3 If the Property is located, in whole or in part, in a federally designated 100-year flood plain area, Mortgagor shall maintain in full force and effect flood insurance for the Improvements in an amount equal to the lesser of [i] the full replacement value of the Improvements; or [ii] the maximum amount of insurance available for ...
Clause type: ownership_of_shares
 Stockholder (i) is the record or Beneficial Owner of the shares of Seller Common Stock indicated on the signature page of this Agreement, all of which are free and clear of any and all pledges, liens, security interests, claims, charges, restrictions, options, encumbrances, proxies, voting trusts, voting agreements or similar
Clause type: counterparts
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and e-mailed copies of signatures shall be deemed to be originals for purposes of the effectiveness of this Agreement.
Clause type: representations
and Warranties. The representations and warranties of the Company contained in (i) Section 4.01, Section 4.03 (other than clauses (a), (b), (c), (h) and (i) thereof, which is subject to clause (iii) below), Section 4.04 and Section 4.22 shall each be true and correct in all material respects as of the date hereof and the Effective Time (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such specified date), (ii) Section 4.08(c) shall be true and correct in all respects as of the date hereof and the Effective Time, (iii) Section 4.03(a), Section 4.03(b), Section 4.03(c), Section 4.03(h) and Section 4.03(i) shall be true and correct in all respects except for de minimis inaccuracies as of the date hereof and as of the Effective Time as though made on and as of such date (except to the extent of any changes that reflect actions permitted in accordance with Section 6.01 of this Agreement and except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such specified date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, be reasonably expected to result in more than de minimis additional cost, expense or liability to the Company, Spartan, Merger Sub or their affiliates and (iv) the other provisions of Article IV shall be true and correct in all respects (without giving effect to any “materiality,” “Company Material Adverse Effect” or similar qualifiers contained in any such representations and warranties) as of the date hereof and as of the Effective Time as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failures of any such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
Clause type: termination
This Agreement may be terminated and the Merger contemplated herein may be abandoned at any time prior to the Effective Time, whether before or after stockholder approval thereof:
Clause type: indemnification
To the extent the Agent is not reimbursed by or on behalf of the Borrower, and without limiting the obligation of the Borrower to do so, the Lenders agree (i) to indemnify the Agent and its officers, directors, employees, agents, attorneys-in-fact and Affiliates, ratably in proportion to their respective percentages as used in determining the Required Lenders as of the date of determination, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, attorneys' fees and expenses) or disbursements of any kind or nature whatsoever that may at any time (including, without limitation, at any time following the repayment in full of the Loans and the termination of the Commitments) be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement or any other Credit Document or any documents contemplated by or referred to herein or the transactions contemplated hereby or thereby or any action taken or omitted by the Agent under or in connection with any of the foregoing, and (ii) to reimburse the Agent upon demand, ratably in proportion to their respective percentages as used in determining the Required Lenders as of the date of determination, for any expenses incurred by the Agent in connection with the preparation, negotiation, execution, delivery, administration, amendment, modification, waiver or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any of the other Credit Documents (including, without limitation, reasonable attorneys' fees and expenses and compensation of agents and employees paid for services rendered on behalf of the Lenders); provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from the gross negligence or willful misconduct of the party to be indemnified.
Clause type: investments
 Borrowers shall not make any investments in any person or entity, except such restriction shall not apply to:
Clause type: severability
The invalidity of any section, subsection, clause or provision of this Contract shall not affect the validity of the remaining sections, subsections, clauses or provisions of this Contract.
Clause type: loans
 Each advance of a Revolving Loan, each payment or prepayment of the principal of the Revolving Loans (other than Swingline Loans, the principal of which shall be paid solely to the Swingline Lender until the funding of the other Lenders’ participation interests therein), each reimbursement obligation arising from drawings under Letters of Credit or other payment of LOC Obligations, each payment of interest on the Revolving Loans (other than Swingline Loans, the interest on which shall be paid solely to the Swingline Lender until the funding of the other Lenders’ participation interests therein), each payment of the Facility Fees, each payment of a Letter of Credit Fee, each reduction of the Revolving Commitments and each continuation or conversion of Revolving Loans shall be allocated pro rata among the Revolving Lenders according to their respective Revolving Commitment Percentages; and
Clause type: termination
This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such time (i) trading in the Company’s Common Stock shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such exchange; (ii) a banking moratorium shall have been declared either by U.S. federal or New York State authorities or there shall have occurred a material disruption in commercial banking or securities settlement services in the United States; or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impracticable or inadvisable to proceed with the offering or delivery of the Securities as contemplated by any Preliminary Prospectus or the Final Prospectus (exclusive of any amendment or supplement thereto).
Clause type: capitalization
 The ownership of the Shares and the authorized and issued share capital of the Company and any Shareholders Agreements affecting the shares, which will be terminated at Closing, are set forth in Schedule 3.3. All of the Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to any contractual preemptive rights. There are not now, and at Closing there will not be, (a) issued or outstanding (i) any shares of capital stock or issued share capital of the Company except as disclosed in Schedule 3.3 or (ii) any securities convertible into or exchangeable for, or any options, warrants, calls, subscriptions or other rights (preemptive or otherwise) to acquire, any shares of capital stock or issued share capital of the Company, or (b) any agreements or contractual commitments (other than this Agreement) obligating Sellers, or restricting Sellers' rights, to transfer or sell the Shares or obligating the Company to issue securities. There are no agreements, plans or arrangements in existence which pertain to the dividend rights, voting, sale or transfer of any shares of capital stock or issued share capital of the Company.
Clause type: conversion_of_shares
 At the Effective Time, by virtue of the Merger and without any action on the part of Bargo, SCL, Future, Future Sub or any holder of any of the following securities:
Clause type: capitalization
 As of the date of this Agreement, the authorized capital stock of PSINet consists of 100,000,000 shares of Common Stock, $.01 par value per share, 29,000,000 shares of undesignated Preferred Stock, $.01 par value per share, and 1,000,000 shares of Series A Junior Participating Preferred Stock, $.01 par value per share, of which approximately 40,397,876 shares of Common Stock are issued and outstanding, 99,556 shares of Common Stock are held as treasury shares and no shares of Preferred Stock are issued or outstanding. Upon the Closing Date, after giving effect to the Reincorporation, the authorized capital stock of Newco will be as set forth in Section 13.4 of the PSINet Disclosure Schedule and each share of Common Stock of PSINet issued and outstanding on the date hereof will have been exchanged for one share of Common Stock of Newco. Except as set forth on the PSINet Disclosure Schedule, as of the date of this Agreement, there is not outstanding any subscription, option, warrant, call, right or other agreement or commitment obligating PSINet to issue, sell, deliver or transfer (including any right of conversion or exchange under any outstanding security or other instrument) any shares of Common Stock or any other shares of capital stock of PSINet. PSINet does not have outstanding any bonds, debentures, notes or other obligations, under the terms of which the holders of which have the rights to vote with the shareholders of PSINet.
Clause type: investment-company-act
 As of the Closing Date, the Company is not required to register as, and immediately after giving effect to the sale of the Purchased Shares in accordance with this Agreement and the application of the proceeds as described in this Agreement will not be required to be registered as, an “investment company,” as that term is defined in the Investment Company Act.
Clause type: loans
 All Loans made or to be made by one or more of the Lenders to the Borrower hereunder, including Loans pursuant to §2.1 and §2.5, Swingline Loans made by Swingline Lender pursuant to §2.8 and Mandatory Base Rate Loans made pursuant to §2.8 or §2.9, and Competitive Bid Loans made pursuant to §2.10.
Clause type: now
THEREFORE in consideration of the promises and mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Clause type: notices
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:
Clause type: severability
If any provision or term of this Agreement is found to be invalid, void or unenforceable, the remainder of the provisions of this Agreement will remain in full force and effect and will in no way be affected, impaired or invalidated. It is the intent of the Parties for the terms and conditions of this Agreement to be interpreted to the greatest extent possible so as to remain valid and enforceable, and any provision or term of this Agreement found by a court to be invalid, void or unenforceable will be rewritten by the court pursuant to this intent.
Clause type: investment-company-act
 (a) None of the Borrowers nor any Restricted Subsidiary is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock. No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of the provisions Regulation T, U or X.
Clause type: notices
Any notices provided must be in writing and will be deemed effective upon the earlier of personal delivery (including personal delivery by fax) or the next day after sending by overnight carrier, to the Company at its primary office location and to Executive at the address as listed on the Company payroll.
Clause type: compensation
 In consideration for Ameriprise’s execution of this Agreement, and for the performance of Ameriprise’s obligations hereunder, the Company agrees to pay or cause to be paid to Ameriprise a selling commission (the “Selling Commission”) of six and one-half percent of the price of each Share ($0.65) (except for Shares sold pursuant to the DRIP) sold by Ameriprise; provided, however, that Ameriprise’s Selling Commission shall be reduced with respect to volume sales of Shares to single purchasers (as defined in the Prospectus). In the case of such volume sales to single purchasers on orders of $250,000 or more, Ameriprise’s Selling Commission shall be reduced by the amount of the Share purchase price discount. In the case of such volume sales to single purchasers, Ameriprise’s Selling Commission will be reduced for each incremental share purchase in the total volume ranges set forth in the table below. Such reduced share price will not affect the amount received by the Company for investment. The following table sets forth the reduced Share purchase price and Selling Commission payable to Ameriprise: $2,000 – $250,000 $ 10.00 $ 0.65 250,001 – 500,000 9.85 0.50 500,001 – 750,000 9.70 0.35 750,001 – 1,000,000 9.60 0.25 1,000,001 – 5,000,000 9.50 0.15 As an example, a single purchaser would receive 50,380.7107 shares rather than 50,000 shares for an investment of $500,000 and the Selling Commission would be $28,940. On the first $250,000 of the investment there would be no discount and the purchaser would receive 25,000 shares at $10 per share. On the remaining $250,000, the per share price would be $9.85 and the purchaser would receive 25,380.7107 shares. The Company will also re-allow or cause to be re-allowed to Ameriprise a dealer fee of two percent (2.0%) of the full price of each Share sold by Ameriprise (excluding any Shares issued pursuant to the DRIP) (the “Dealer Fee”); provided however, the Company will not pay or caused to be paid to Ameriprise a Dealer Fee if the aggregate underwriting compensation to be paid to all parties in connection with the Offering exceeds the limitations prescribed by FINRA. For purposes of determining investors eligible for volume discounts, investments made by accounts with the same primary account holder, as determined by the account tax identification number, may be combined. This includes individual accounts and joint accounts that have the same primary holder as an individual account. Investments made through individual r...
Clause type: ownership_of_shares
 The Seller has and will have good and valid title to the Shares free and clear of all liens, encumbrances, charges, equities, proxies, voting trusts, restrictions, agreements, rights of first refusal and imperfections of title other than those items listed at Schedule "3.1" attached as a part hereof. No person or entity other than the Buyer or a person claiming by, through or under the Buyer will have after the Closing Date: (a) any interest in the Shares, either of record or beneficially; (b) the right to own, vote or possess the Shares; or (c) the right to rescind, revoke, disaffirm, terminate or invalidate this Agreement or the conveyance of the Shares. The Seller has taken all actions necessary under the Shareholder's Agreement (as defined on Schedule "3.1" of this Agreement) to convey the Shares to the Buyer and to satisfy any right of first refusal in favor of the Corporation. The Corporation declined to acquire the Shares in accordance with the Shareholder's Agreement.