bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 The authorized capital stock of Ring consists of 75,000,000 shares of Ring Common Stock. As of the date of this Agreement, there are issued and outstanding 6,610,408 shares of Ring Common Stock (including 823,524 shares issued in connection with the completion of a private offering on April 27, 2012). In addition, Ring is offering through Closing up to 33,120 shares of Common Stock at $4.25 per share pursuant to an exemption from registration provided in Rule 506 of Regulation D promulgated by the SEC and may be offered to Non-U.S. Persons outside the United States pursuant to Regulation S promulgated by the SEC. All of the issued and outstanding shares of Ring Common Stock are validly issued, fully paid and non-assessable and the issuance thereof was not subject to preemptive rights or was issued in compliance therewith. Except as set forth in the SEC Reports, no shares of Ring’s capital stock are subject to preemptive rights or any other similar rights or any Liens or encumbrances suffered or permitted by Ring; (ii) there are no outstanding debt securities; (iii) there are no outstanding shares of capital stock, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of Ring, or contracts, commitments, understandings or arrangements by which Ring is or may become bound to issue additional shares of capital stock of Ring or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of Ring; (iv) there are no agreements or arrangements under which Ring is obligated to register the sale of any of its securities under the Securities Act; (v) there are no outstanding securities of Ring which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which Ring is or may become bound to redeem a security of Ring; (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the shares as described in this Agreement; (vii) Ring does not have any stock appreciation rights plans or agreements or any similar plan or agreement; and (viii) there is no dispute as to the class of any shares of Ring’s capital stock.
Clause type: investments
 Borrower shall not make any investment in any Person through the direct or indirect holding of securities or otherwise.
Clause type: loans
 PFG will make a loan to Borrower (the “Loan”) in the amount shown on the Schedule, provided no Default or Event of Default has occurred and is continuing.
Clause type: payment
 With respect to any Mortgage Loan and any Due Period, the scheduled payment or payments of principal and interest due during such Due Period on such Mortgage Loan which either is payable by a Mortgagor in such Due Period under the related Mortgage Note or, in the case of REO Property, would otherwise have been payable under the related Mortgage Note.
Clause type: capitalization
 As of the date hereof, (i) the authorized capital stock of Purchaser consists of One Hundred Thousand (100,000) shares of common stock, Ninety Thousand (90,000) of which are issued and outstanding. All of the issued and outstanding shares of common stock are owned by Christopher Tisi. There are no outstanding (a) securities convertible into or exchangeable for such capital stock and membership interest; (b) options, warrants, or other rights to purchase or subscribe to such capital stock or securities convertible or exchangeable for such capital stock and membership interest; or (c) Contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance of such capital stock and membership interest.
Clause type: whereas
the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement;
Clause type: representations
and Warranties. Each of the Partnership Parties, jointly and severally, represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.
Clause type: loans
 The Borrower will not make any loans or advances to or extend any credit to any Person except (a) the extension of trade credit in the ordinary course of business, (b) advances to employees not to exceed to any one employee an outstanding total of $5,000 minus any advances to such employee by EBC or ECM, and (c) loans to the Guarantor.
Clause type: confidentiality
In handling any confidential information, Bank and all employees and agents of Bank shall exercise the same degree of care that Bank exercises with respect to its own proprietary information of the same types to maintain the confidentiality of any non-public information thereby received or received pursuant to this Agreement except that disclosure of such information may be made (i) to the subsidiaries or Affiliates of Bank in connection with their present or prospective business relations with Borrower, (ii) to prospective transferees or purchasers of any interest in the Loans, provided that they have entered into a comparable confidentiality agreement in favor of Borrower and have delivered a copy to Borrower, (iii) as required by law, regulations, rule or order, subpoena, judicial order or similar order, (iv) as may be required in connection with the examination, audit or similar investigation of Bank and (v) as Bank may determine in connection with the enforcement of any remedies hereunder. Confidential information hereunder shall not include information that either: (a) is in the public domain or in the knowledge or possession of Bank when disclosed to Bank, or becomes part of the public domain after disclosure to Bank through no fault of Bank; or (b) is disclosed to Bank by a third party, provided Bank does not have actual knowledge that such third party is prohibited from disclosing such information.
Clause type: base-salary
 In exchange for Employee’s satisfactory performance of his duties and responsibilities, Employee initially shall be paid a bi-weekly Base Salary of $10,576.92 ($275,000 on an annualized basis), payable in accordance with the regular payroll practices of the Company. All payments in this Agreement are on a gross, pre-tax basis and shall be subject to all applicable federal, state and local withholding, payroll and other taxes.
Clause type: board
 10.1 General Powers 10.2 Number, Election and Term
Clause type: payment
 City agrees to pay Consultant an amount not to exceed Thirty-four Thousand Four Hundred and 00/100Dollars ($34,400.00) for services performed pursuant to the Scope of Services. Any alteration or deviation from the described work that involves extra costs will be performed by Consultant after written request by the City, and will become an extra charge over and above the contract amount. The parties must agree in writing upon any extra charges.
Clause type: headings
The headings of the Sections of this Agreement, where employed, are for the convenience of reference only and do not form a part hereof and in no way modify, interpret or construe the meanings of the parties.
Clause type: representations
and Warranties. The representations and warranties made by the Credit Parties herein and in the other Credit Documents shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to an earlier date).
Clause type: investments
 The Borrower shall not make or own any Investment, except Investments in Cash and Receivables.
Clause type: whereas
the Assuming Institution desires to purchase certain assets and assume certain deposit and other liabilities of the Failed Bank on the terms and conditions set forth in this Agreement; and
Clause type: headings
The table of contents, captions and section headings appearing in this Agreement are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.
Clause type: indemnification
2.07.1 CONTRACTOR AGREES TO AND SHALL DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS AGENTS, EMPLOYEES, OFFICERS, AND LEGAL REPRESENTATIVES (COLLECTIVELY, THE “CITY”) HARMLESS FOR ALL CLAIMS, CAUSES OF ACTION, LIABILITIES, FINES, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES, COURT COSTS, AND ALL OTHER DEFENSE COSTS AND INTEREST) FOR INJURY, DEATH, DAMAGE, OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, THOSE CAUSED BY:
Clause type: investments
 Except as set forth on Schedule 7.4 or as permitted under Section 7.1(a)(ii), purchase or acquire obligations or stock of, or any other interest in, any Person, except (a) obligations issued or guaranteed by the United States of America or any agency thereof, (b) commercial paper with maturities of not more than 180 days and a published rating of not less than A-1 or P-1 (or the equivalent rating), (c) certificates of time deposit and bankers' acceptances having maturities of not more than 180 days and repurchase agreements backed by United States government securities of a commercial bank if (i) such bank has a combined capital and surplus of at least $500,000,000, or (ii) its debt obligations, or those of a holding company of which it is a Subsidiary, are rated not less than A (or the equivalent rating) by a nationally recognized investment rating agency, (d) U.S. money market funds that invest solely in obligations issued or guaranteed by the United States of America or an agency thereof, (e) investments not in excess of $1,000,000 at any one time in the stock of Customers in settlement of Receivables and related obligations which are delinquent or in default by such Customers, and (f) equity investments in other corporations not in excess of ten percent (10%) of the aggregate ownership interests of any such corporation, provided that immediately prior to and after giving effect to any such investment (i) the Borrowers have Undrawn Availability of at least $10,000,000, and (ii) the aggregate amount of all such investments then existing does not exceed more than $10,000,000."
Clause type: definitions
For the purpose of this NDA, the following expressions shall have the meanings assigned hereunder:
Clause type: counterparts
This Employment Agreement may be executed in counterparts, each of which shall be an original, but both of which together shall constitute one and the same instrument.
Clause type: definitions
All references to particular Exhibits, Articles or Paragraphs shall mean the Exhibits to, and Paragraphs and Articles of, this Agreement, unless otherwise specified. For the purposes of this Agreement and the Exhibits hereto, the following words and phrases shall have the following meanings:
Clause type: dividends
 The Articles of Association permit the Directors to declare such dividends on any class of Shares as appear to the Directors to be justified by the profits of the relevant Fund. The Directors may satisfy any dividend due to holders of Shares in whole or in part by distributing to them in specie any of the assets of the relevant Fund and, in particular, any investments to which the relevant Fund is entitled. A holder may require the Directors instead of transferring any assets in specie to him, to arrange for a sale of the assets and for payment to the holder of the net proceeds of same. Any dividend unclaimed for six years from the date of declaration of such dividend shall be forfeited and shall revert to the relevant Fund;
Clause type: capitalization
 As of the date hereof, the authorized, and as of March 31, 2020, the issued and outstanding capital stock of Parent is as set forth on Schedule 7.6 of the Disclosure Schedules. The outstanding shares of Parent Common Stock and any other outstanding capital stock Parent have been, and the Stock Consideration will be when issued in accordance with this Agreement, duly authorized, validly issued, fully paid and non-assessable and will not be subject to any preemptive, first refusal, or similar right.
Clause type: investments
 Make any Investment in (including, without limitation, any acquisition of all or any substantial portion of the assets, and any acquisition of a business or a product line, of other companies), any Person (except to the extent permitted by subsection 8.3 or 8.7), except:
Clause type: definitions
(a) Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement.
Clause type: ownership_of_shares
 Seller is and shall be the record and beneficial owner of the Shares and has and shall have sole power over the disposition of the Shares and that: (i) the Shares are and shall be free and clear of any liens, claims, encumbrances, and charges; and (ii) the Shares have not been and shall not have been sold, conveyed, encumbered, hypothecated or otherwise transferred by Seller except pursuant to this Agreement.
Clause type: insurance
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged.
Clause type: taxes
 (a) Spirit and each Spirit Subsidiary has timely filed with the appropriate Governmental Authority all material Tax Returns required to be filed, taking into account any extensions of time within which to file such Tax Returns, and all such Tax Returns were complete and correct in all material respects. Spirit and each Spirit Subsidiary has duly paid (or there has been paid on their behalf), or made adequate provisions for, all material Taxes required to be paid by them, whether or not shown on any Tax Return.
Clause type: esop
 With respect to the ESOP: (i) enter into any "prohibited transaction" within the meaning of Section 4975(c) of the Code without the consent of the Agent, which consent will not be unreasonably withheld provided the "prohibited transaction" is exempted by Section 4975(d) of the Code; (ii) permit any amendment or modification to the ESOP Plan that would affect the ability of Borrower or any of the Subsidiaries to perform their respective obligations under the Loan Documents or the ability of the Lenders or the Agent to enforce the Obligations; and (iii) appoint a new trustee of the ESOP without the written consent of the Agent. ------------------------------------------------------------------------------- CREDIT AGREEMENT PAGE 42
Clause type: base-salary
 “Base Salary” means Executive’s annual base salary in effect immediately prior to Executive’s termination (disregarding any reduction in base salary that would give rise to Executive’s right to a Voluntary Resignation for Good Reason).
Clause type: investment-company-act
 Purchaser is not, nor is Purchaser directly or indirectly controlled by any Person that is, an investment company within the meaning of the Investment Company Act of 1940, as amended (an "Investment Company"), and, immediately following the consummation of the transactions contemplated by this Agreement, Purchaser will not be, nor will Purchaser be directly or indirectly controlled by any Person that will be, an Investment Company.
Clause type: taxes
 The Company shall not be required to pay any tax or taxes attributable to the initial issuance of the Warrant Shares or any permitted transfer involved in the issue or delivery of any certificates for Warrant Shares in a name other than that of the registered holder hereof or upon any permitted transfer of this Warrant.
Clause type: assignment
The Beneficiary’s rights under this Letter of Credit may not be assigned or transferred.
Clause type: financing
 The Manager shall assist the Company in all matters relevant to the financing of the Company’s activities, including the identification of sources of potential financing, negotiation of financing arrangements, and coordination of financing with other Seadrill Group companies for the benefit of the Company under instructions of the Board or a financial advisor of the Company.
Clause type: headings
The headings herein are included 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 is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, OVASCIENCE, INC. By: /s/ Jeffrey E. Young Name: Jeffrey E. Young Title: Chief Financial Officer J. P. MORGAN SECURITIES LLC For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. By: /s/ Benjamin Burdett J. P. Morgan Securities LLC 977,500 Credit Suisse Securities (USA) LLC 747,500 Leerink Partners LLC 575,000
Clause type: severability
The invalidity of any provision of this Agreement or portion of a provision shall not affect the validity of any other provision of this Agreement or the remaining portion of the applicable provision.
Clause type: capitalization
 (a) The authorized capital of the Company consists of 105,000,000 shares, divided into 100,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $.01 per share (the "Company Preferred Stock"). As of December 20, 1999, (i) 35,716,607 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 5,863,086 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 1,755,000 shares of Company Common Stock were duly reserved for future issuance pursuant to the Purchase Plan; and (vii) 3,571,661 shares of Company Common Stock were reserved for issuance pursuant to the Option Agreement. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans and the Option Agreement. Section 2.3(a) of the Company Disclosure Schedule lists all outstanding options and warrants to purchase Company Common Stock, the record holder thereof and the exercise prices thereof. No payroll deductions have been made and no amounts are held in any participant accounts under the Company's Employee Stock Purchase Plan (the "Purchase Plan"), no Company Common Stock or options to purchase Company Common Stock have been granted under the Purchase Plan and the Purchase Plan is not in effect. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, and all shares which may be issued pursuant to the Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject...
Clause type: base-salary
 The Executive's compensation during the Employment Period shall be determined by the President, subject to the next sentence and paragraph (b) of Section 3. During the Initial Period, the Executive shall receive an annual base salary ("Annual Base Salary") of not less than his aggregate annual base salary from Company as in effect immediately before the date of this Agreement. The Annual Base Salary shall be payable in accordance with the Company's regular payroll practice for its executives, as in effect from time to time. During the Employment Period, the Annual Base Salary shall be reviewed for possible adjustment at least annually. Any adjustment in the Annual Base Salary shall not limit or reduce any other obligation of the Company under this Agreement. The term "Annual Base Salary" shall thereafter refer to the Annual Base Salary as so adjusted.
Clause type: dividends
 The holders of Common Stock shall be entitled to receive, when and as declared, out of assets and funds legally available therefor, cash or non-cash dividends payable as and when the Board of Directors in its sole business judgment so declares. Any such dividend shall be payable ratably to all record holders of Common Stock as of the record date fixed by the Board of Directors in accordance with the by-laws of the Corporation for the payment thereof.
Clause type: base-salary
 The Company shall pay the Employee a “Base Salary” of US $210,000 per year, in accordance with the Company’s payroll practice, which currently provides for 26 bi-weekly installments.
Clause type: capitalization
 At March 31, 2019, on a consolidated basis, after giving effect to the issuance and sale of the Securities pursuant hereto and the other pro forma adjustments described in the Prospectus, the Company would have an authorized and outstanding capitalization as set forth in the Prospectus under the caption “Capitalization” (other than for subsequent issuances of capital stock, if any, pursuant to employee benefit plans described in the Prospectus or upon exercise of outstanding options described in the Prospectus).
Clause type: investment-company-act
 Neither Whirlpool nor any of its Subsidiaries is an "investment company" or an "affiliated person" thereof or an "affiliated person" of such affiliated person as such terms are defined in the Investment Company Act of 1940, as amended; provided that for purposes of this Section 6.13, "Subsidiaries" of Whirlpool shall not include Maytag Corporation and its Subsidiaries for the period commencing with the acquisition thereof by Whirlpool and ending 30 days thereafter.
Clause type: vesting
 Subject to the applicable provisions of Section 4 of the Employment Agreement, the Option shall vest and become exercisable as follows, provided that the Participant has not incurred a termination of employment with the Company and its Subsidiaries (a “Termination”) prior to each such vesting date: First anniversary of the Grant Date 25 % Second anniversary of the Grant Date 25 % Third anniversary of the Grant Date 25 % Fourth anniversary of the Grant Date 25 % There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant’s continued service with the Company or any of its Subsidiaries on each applicable vesting date. Upon expiration of the Option, the Option shall be cancelled and no longer exercisable.