BACKGROUND STATEMENTS. The background statements set forth above are true and correct and are incorporated herein by reference.
BACKGROUND STATEMENTS. The recitals set forth above are hereby incorporated into the operative provisions of this Agreement.
BACKGROUND STATEMENTS. A. Pages is the holder of all the issued and outstanding shares of capital stock of CA Short.
BACKGROUND STATEMENTS. A. The Parties previously entered into that certain Agreement and Plan of Merger, dated as of September 19, 2023 (the “Agreement”);
BACKGROUND STATEMENTS. A. Hospital and Vendor are parties to an agreement pursuant to which Vendor provides certain services to Hospital and, in connection with those services, Hospital discloses to Vendor certain information (“Protected Health Information” as further defined below) that is subject to protection under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Public Law 104-191; and
BACKGROUND STATEMENTS. A. In connection with the employment of Employee by Employer, the parties have entered into an agreement dated May 18, 2004 (the “Employment Agreement”) which, among other things, provides for Employer to provide Employee with certain assistance pertaining to the relocation of Employee from his Current Residence to a new residence in the vicinity of Employer’s principal place of business (the “Relocation Assistance”); and
BACKGROUND STATEMENTS. Owner and the Manager (as a Member of Owner) have entered into certain agreements, of even date herewith, which will provide for sufficient capital to construct and thereafter operate a 40 million gallon per year dry mill ethanol plant on property owned by Owner (the "Facility"). Owner desires to contract with Manager for operating and management services for the Facility. Manager desires to provide these services having provided similar services in the construction and operation of such facilities in the past. This Agreement sets forth the responsibilities of the parties with respect to the Facility and its operation and management. Statement of Agreement
BACKGROUND STATEMENTS. A. The boards of directors of Buyer, Buyer Bank, Company, Company Bank and Merger Sub have each (i) determined that this Agreement and the business combination and related transactions it contemplates are in the best interests of their respective entities and shareholders; and (ii) approved this Agreement;
BACKGROUND STATEMENTS. That the Background statements at the beginning of this Agreement are true and correct.
BACKGROUND STATEMENTS. A. The respective Boards of Directors of Buyer, Buyer Bank, Merger Sub, the Company and Company Bank have determined that it is in the best interests of their respective corporations and shareholders to enter into this Agreement and to consummate the strategic business combination provided for herein, pursuant to which, subject to the terms and conditions set forth in this Agreement: (i) Merger Sub will merge with and into the Company, with the Company as the surviving entity (the “Merger”); and (ii) simultaneously with the Merger, Company Bank will merge with and into Buyer Bank, with Buyer Bank as the surviving entity (the “Bank Merger”);
