bhaskrr/legal-clauses huggingface dataset:
Clause type: grant_of_option
 Subject to the terms and conditions set forth herein, Issuer hereby grants to Grantee an irrevocable option (the "Option") to purchase up to 556,816 shares (as adjusted as set forth herein, the "Option Shares," which shall include the Option Shares before and after any transfer of such Option Shares) of common stock, $.01 par value per share ("Issuer Common Stock"), of Issuer at a purchase price per Option Share (subject to adjustment as set forth herein, the "Purchase Price") equal to $13.50; provided, however, that in no event shall the number of shares of Issuer Common Stock for which this Option is exercisable exceed the lesser of (i) 19.9% of the Issuer's issued and outstanding shares of Issuer Common Stock without giving effect to any shares subject to or issued pursuant to the Option and (ii) that minimum number of shares of Issuer Common Stock which when aggregated with any other shares of Issuer Common Stock beneficially owned by Grantee or any Affiliate thereof would cause the provisions of any Takeover Laws of the NCBCA to be applicable to the Merger.
Clause type: capitalization
 The issued and outstanding shares of the Company (i) have been validly issued, are fully paid and nonassessable, (ii) are not subject to any preemptive rights, rights of first refusal or similar rights, except as will be duly waived, satisfied or terminated prior to the Closing Date, and (ii) were issued in compliance with the Israeli Securities Law 5728-1968 and the rules and regulations promulgated thereunder including any rules promulgated by the Tel Aviv Stock Exchange (collectively, the “Israeli Securities Law”) and the Companies Law and, to the extent applicable, U.S. federal and state securities laws and not in violation of any preemptive right, resale right, right of first refusal or similar right. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus as of the dates referred to therein (other than the grant of additional options under the Company’s existing stock option plans, or changes in the number of outstanding Ordinary Shares due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Ordinary Shares outstanding on the date hereof) and such authorized capital stock conforms to the description thereof set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The description of the Ordinary Shares in the Registration Statement, the Time of Sale Prospectus and the Prospectus is complete and accurate in all material respects. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, as of the date referred to therein, the Company does not have outstanding any options to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or sell, any shares of capital stock or other securities.
Clause type: insurance
14.1. The Consultant shall procure and maintain at all times it performs any portion of the Services the following insurance with minimum limits equal to the amount indicated below. Commercial General Liability Insurance, including Bodily Injury, Personal Injury, Property Damage, Advertising Injury, and Medical Payments Each Occurrence General Aggregate $ 1,000,000 $ 2,000,000 Automobile Liability Insurance - Any Auto Each Occurrence General Aggregate $ 1,000,000 $ 2,000,000 Professional Liability $ 1,000,000 Workers Compensation Statutory Limits Employer’s Liability $ 1,000,000
Clause type: investments
 The Company will not, nor will the Company permit any Subsidiary Loan Party to, purchase, hold or acquire (including pursuant to any consolidation or merger with any Person that was not a Loan Party prior to such consolidation or merger, it being understood that any consolidation or merger of a Subsidiary Loan Party with any Subsidiary that is not a Loan Party shall be treated as an investment in such Subsidiary if the survivor of such consolidation or merger is not a Subsidiary Loan Party) any Equity Interests in or evidences of Indebtedness or other securities of, make or permit to exist any loans or advances to, Guarantee any Indebtedness of, or make or permit to exist any other investment in, any Subsidiary that is not a Subsidiary Loan Party (each of the foregoing being an “Investment”), except (a) those existing on February 19, 2009, (b) those made after February 19, 2009, in an aggregate amount not to exceed $200,000,000, (c) contributions by the Company or any Subsidiary Loan Party of Equity Interests in any Foreign Subsidiary to any other Foreign Subsidiary, (d) licenses by the Company or any Subsidiary Loan Party to any Consolidated Subsidiary that is not a Loan Party of intellectual property in the ordinary course of business, (e) transfers or licenses by the Company or any Subsidiary Loan Party to any Foreign Subsidiary of any intellectual property that is usable primarily, or for use primarily, outside of the United States, (f) accounts receivable held by a Loan Party arising out of the sale of inventory or provision of services, in each case in the ordinary course of business, to a Subsidiary that is not a Loan Party and (g) any other Investment if, at the time thereof and after giving effect thereto, the Unrestricted Basket Conditions are satisfied. Notwithstanding the foregoing, this Section shall not apply at any time, or to any Investment made at any time that (i) if both rating agencies shall then have a Credit Rating in effect, the Credit Ratings are Baa3 and BBB- (in each case, with stable outlook) or better or (ii) if only one rating agency shall then have a Credit Rating in effect, such Credit Rating is Baa3 or BBB- (in each case, with stable outlook), as applicable, or better. For the avoidance of doubt, an Investment made pursuant to either clause (g) of this Section 5.17 or the immediately preceding sentence of this Section 5.17 shall be permitted notwithstanding that the conditions set forth in such clause (g) or the immediately ...
Clause type: severability
In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction.
Clause type: severability
The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction.
Clause type: investment-company-act
 Neither the Borrower nor any of its Subsidiaries is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. The Borrower is not engaged in the "investment business" as defined in The Investment Business Act 1998.
Clause type: compensation
 Primary Servicer Fee and other fees payable to the Primary Servicer by the B Note X holders Investment earnings on Primary Servicer Collection Account X Investment earnings on tax & insurance reserves not payable to borrower X Investment earnings on reserve accounts not payable to borrower X Late charges to the extent collected from borrower (offsets advance interest per X Pooling and Servicing Agreement)
Clause type: investment-company-act
 Neither the Borrower, the Partnership, nor the REIT is an "investment company" or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, as amended.
Clause type: compensation
 3.1 As the total consideration for the services which Employee agrees to render hereunder, Employee is entitled to the following:
Clause type: base-salary
 The Company shall pay the Executive as compensation an aggregate salary of $130,000 per year during the Employment Period (pro rated for periods less than twelve (12) months), or such greater amount as shall be approved by the Compensation Committee of the Company's Board of Directors ("BASE SALARY"). The Compensation Committee shall review the Executive's Base Salary at least annually and in conducting such review shall take into consideration the most recent executive compensation assessment prepared by an independent compensation consultant to the Company. The Base Salary for each year shall be paid by the Company in accordance with the regular payroll practices of the Company. The Company may not reduce the Executive's Base Salary at any time during the term hereof.
Clause type: assignment
This Agreement shall not be assignable by operation of law or otherwise, except that the Parent may designate, by written notice to the Company, another Parent Subsidiary that is wholly owned directly or indirectly by the Parent to be merged with and into the Company in lieu of Merger Sub, in which event all references in this Agreement to Merger Sub shall be deemed references to such other Parent Subsidiary, and in that case, all representations and warranties made in this Agreement with respect to Merger Sub as of the date of this Agreement shall be deemed representations and warranties made with respect to such other Parent Subsidiary as of the date of such designation.
Clause type: now
THEREFORE for and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto (intending to be legally bound) hereby agree as follows:
Clause type: counterparts
This Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.
Clause type: base-salary
 The Executive’s annual base salary (the “Base Salary”) shall be $700,000, which amount shall not be decreased except upon mutual consent or due to a decrease generally applicable to all senior executives of the Company. The Board or, if so delegated by the Board, the Compensation Committee shall review the Base Salary annually, but shall not have any obligation to increase such amount. No increase in the Executive’s Base Salary may be implemented prior to review and approval by the Board or, if so delegated by the Board, the Compensation Committee. Any increase in Base Salary shall constitute the Executive’s “Base Salary” thereafter under this Agreement. The Base Salary shall be payable in substantially equal installments in accordance with the Company’s payroll policy in effect from time to time and shall be subject to any payroll or other deductions as may be required to be made pursuant to law, government or court order or by agreement with, or consent of, the Executive.
Clause type: investment-company-act
 Neither the Company nor any Company Subsidiary is, or on the Closing Date will be, required to be registered as an investment company under the Investment Company Act.
Clause type: payment_terms
 The Distributor shall pay the Company for the Product supplied according to payment terms as set forth in Exhibit B.
Clause type: capitalization
 The Company’s authorized capital stock consists of 200,000,000 shares of common stock, of which 10,000,000 shares are issued and outstanding Seller is the sole record and beneficial owner of the Shares and has good and marketable title to the Shares, free and clear of any liens, pledges, hypothecations, charges, adverse claims, options, preferential arrangements or restrictions of any kind, including, without limitation, any restriction of the use, voting, transfer, receipt of income or other exercise of any attributes of ownership (collectively, “Encumbrances”), other than any Encumbrance expressly created by applicable federal and state securities laws. Upon the execution and delivery of this Agreement and payment of the purchase price, Buyer shall be the lawful record and beneficial owner of the Shares, free and clear of all Encumbrances, other than any Encumbrances expressly created by applicable federal and state securities laws. There are no stockholders’ agreements, voting trust, proxies, options, rights of first refusal or any other agreements or understandings with respect to the Shares.
Clause type: loans
 No loan or advance shall be contracted on behalf of the Corporation, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name, and no property of the Corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security for the payment of any loan, advance, indebtedness, or liability of the Corporation, unless and except as authorized by the Board of Directors. Any such authorization may be general or confined to specific instances.
Clause type: miscellaneous
9 7.1 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 ------------------ 7.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 ------- 7.3
Clause type: conversion_of_shares
 At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror or Company or their respective stockholders:
Clause type: investments
 Borrower shall not purchase or hold beneficially any stock, securities or evidences or indebtedness of, or make any investment or acquire any interest, in, any other firm, partnership, corporation or entity other than short term investments of excess working capital in one or more of the following: (a) investments (of one year or less) in direct or guaranteed obligations of the United States, or any agencies thereof; and (b) investments (of one year or less) in certificates of deposit of banks or trust companies organized under the laws of the United States or any jurisdiction thereof, provided that such banks of trust companies are insured by the Federal Deposit Insurance Corporation and have capital in excess of $25,000,000.
Clause type: definitions
For purposes of this Agreement, the following terms shall be defined as follows:
Clause type: compensation
 As compensation for the performance of the Services, the Trust agrees to pay UMBFS the fees set forth on Schedule C attached hereto. Fees shall be adjusted in accordance with Schedule C or as otherwise agreed to by the parties from time to time. The parties may amend Schedule C to include fees for any additional services requested by the Trust, enhancements to current Services, or to add Funds for which UMBFS has been retained. The Trust agrees to pay UMBFS’ then current rate for any Services added to, or any enhancements to existing Services set forth on, Schedule C after the execution of this Agreement.
Clause type: representations
and Warranties. (a) Representations and Warranties by the Company and the Operating Partnership. The Company and the Operating Partnership each, severally and jointly, represents and warrants to the Underwriters as of the date hereof, as of the Closing Date referred to in Section 2(c) hereof, and as of each Option Closing Date (if any) referred to in Section 2(b) hereof, and agrees with the Underwriters, as follows:
Clause type: headings
The section and subsection headings used herein have been inserted for convenience of reference only and do not constitute matters to be considered in interpreting this Agreement.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement and final understanding of the parties with respect to the subject matter of this Agreement and supersedes and terminates all prior and/or contemporaneous understandings and/or discussions between the parties, whether written or verbal, express or implied, relating in any way to the subject matter of this Agreement.
Clause type: assignment
The Beneficiary shall be entitled to assign or transfer the benefit of this Deed of Guarantee at any time to any person without the consent of the Guarantor being required and any such assignment or transfer shall not release the Guarantor from its liability under this Guarantee. The Guarantor may not assign or transfer any of its rights and/or obligations under this Deed of Guarantee.
Clause type: insurance
The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company is engaged, including, but not limited to, directors and officers insurance coverage. The Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.
Clause type: employee_benefits
 Employee shall be entitled to participate in such employee benefit plans, including the Company’s 401(k) plan, life insurance, and medical benefits plans, and shall receive all other fringe benefits, as the Company may make available generally to its senior executive employees generally, for which Employee is eligible under the terms and conditions of such plans, in each case subject to the requirements, rules and regulations from time to time applicable thereto. Details about these benefits are set forth in summary plan descriptions and other materials.
Clause type: payment
 Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except as specifically permitted in this Lease), on or before the day on which it is due. Rent for any period during the term hereof which is for less than one (1) full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent, regardless of Lessor's endorsement of any check so stating.
Clause type: ownership_of_shares
 Shareholder has record and beneficial ownership (individually or through Eastover) of all of the Shareholder Shares. Shareholder (individually or through Eastover) owns all of the Shareholder Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than (i) as set forth in that certain Shareholders Agreement, dated as of October 20, 1997, by and between Shareholder and the other shareholders of the Company party thereto, as amended by that certain First Amendment to Shareholders Agreement dated as of August 11, 1999 and that certain Second Amendment to Shareholders Agreement dated as of August 27, 2003 (the “Shareholders Agreement”), (ii) for restrictions in favor of Parent and Sub pursuant to this Agreement, (iii) as set forth in the Contribution Agreement, and (iv) for such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various States of the United States). Without limiting the foregoing, except (i) as set forth in the Shareholders Agreement, (ii) for restrictions in favor of Parent and Sub pursuant to this Agreement, (iii) as set forth in the Contribution Agreement, and (iv) for such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various States of the United States, Shareholder has sole voting power and sole power of disposition with respect to all Shareholder Shares, with no restrictions on Shareholder’s rights of voting or disposition pertaining thereto and no person other than Shareholder has any right to direct or approve the voting or disposition of any Shareholder Shares. As of the date hereof, Shareholder does not own, beneficially or of record (individually or through Eastover) and except for any options held by the Shareholder to acquire any shares of Class A Common Stock of the Company (it being understood that the Class A Common Stock issued to Shareholder upon the exercise of such options would constitute additional Shareholder Shares hereunder), any securities of the Company other than 1,198,584 shares of Class A Common Stock, which are owned beneficially and of record by Shareholder (individually or through Eastover) and collectively constitute the Shareholder Shares.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, all of which together shall constitute a single instrument.
Clause type: now
THEREFORE in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
Clause type: board
 (a) From and after the date hereof and until the provisions of this Section 1 cease to be effective, each Stockholder will vote such Shares over which such Person has voting control, and will take all other necessary or desirable actions within his or its control and consistent with legal duty (whether in his capacity as a Stockholder, director, member of a Board committee or officer of the Company or otherwise), and the Company will take all necessary and desirable actions within its control and consistent with legal duty, in order to cause:
Clause type: severability
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
Clause type: investments
 To invest and reinvest cash and other property, and to hold cash or other property uninvested in accordance with the investment policies and restrictions of each Portfolio as set out from time to time in the prospectus for the Portfolio;
Clause type: interest
 The Working Capital Note will bear interest at the interest rate equal to the greater of (a) six percent (6.0%) per annum; or (b) the Prime Rate plus one and one half percent (1.5%) per annum, which rate will be prospectively adjusted on September 30, 2012 and on the last day of every third month thereafter to reflect any change in the Prime Rate as in effect on such date (the “Interest Rate”). “Prime Rate” means the Prime Rate as published in the “Money Rates” Section of the Wall Street Journal, which rate is not necessarily the lowest rate of interest charged by Lender. All interest on the Working Capital Note shall be calculated for the actual number of days elapsed at a per diem charge based on a year consisting of 360 days.
Clause type: base-salary
 Executive’s highest annual base salary from SunTrust and any SunTrust Affiliate which (but for any salary deferral election) is in effect at any time during the one-year period which ends on the date Executive’s employment with SunTrust or a SunTrust Affiliate terminates under the circumstances described in § 3.1 or § 3.6.
Clause type: loans
 Section 2.1(b) of the Loan Agreement is hereby amended by: