RECITALS WHEREAS UGSI desires to employ Executive pursuant to the terms and conditions and for the consideration set forth in this Agreement, and Executive desires to enter the employ of UGSI pursuant to such terms and conditions and for such consideration;
PRELIMINARY RECITALS A. Executive’s employment with the Company has terminated.
RECITALS A Upon consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 25, 1997 by and among X.X. Childs Equity Partners, L.P., a Delaware limited partnership, UHS Acquisition Corp., a Minnesota corporation, and Universal Hospital Services, Inc., a Minnesota corporation (the "Acquisition Agreement"), and of certain related transactions to be consummated concurrently therewith, the Stockholders (as hereinafter defined) will own (and may hereafter acquire) certain shares of Common Stock (as hereinafter defined) and certain options, warrants, securities and other rights to acquire from the Company, by exercise, conversion, exchange or otherwise, shares of Common Stock or securities convertible into Common Stock. B. All of the Stockholders desire to enter into this Agreement for the purpose of regulating certain aspects of the Stockholders' relationships with one another and with the Company. AGREEMENT In consideration of the premises and the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, the parties to this Agreement mutually agree as follows: ARTICLE I
Recitals Incorporated The recitals of this Agreement are incorporated herein and made a part hereof.
Agreement Preamble Aggregate Consideration Section 1.6(c) Aggregate Consideration Per Share Section 1.6(c) beneficial owner Section 8.4(b) Book-Entry Shares Section 1.10(b) business day Section 8.4(c) Canadian Company Sale Section 6.2(d) Canadian Plan Section 2.12(a) Cash Designated Shares Section 1.9(e)(ii)(B) Cash Election Shares Section 1.9(b) Certificate of Merger Section 1.2 Certificates Section 1.10(b) Change in the Company Recommendation Section 5.3(b) Closing Section 1.2 Closing Date Section 1.2 Code Recitals Company Preamble Company 401(k) Plan Section 2.12(a) Company Benefit Plans Section 2.12(f) Company Board of Directors Section 2.4(d) Company Common Stock Recitals Company Employees Section 2.18 Company Employee Benefit Plans Section 2.12(c) Company ERISA affiliate Section 2.12(a) Company Financial Advisors Section 2.4(d) Company Material Adverse Effect Section 2.1 Company Material Contracts Section 2.21(a) Company Material Subsidiaries Section 2.1 Company Pension Plan Section 2.12(a) Company Permits Section 2.6(c) Company Preferred Stock Section 2.3 Company Recommendation Section 5.1(e) Company Reserve Reports Section 2.14(c) Company Rights Plan Section 2.3 Company Schedule Article III Company SEC Reports Section 2.7(a) Company Stockholder Approval Section 5.1(e) Company Termination Fee Section 7.3(a) Confidentiality Agreement Section 5.2(b) control Section 8.4(d) Defined Term Section or Exhibit controlled by Section 8.4(d) Debt Financing Section 5.10(a) Deemed Shares Outstanding Section 1.6(c) Delaware Law Recitals Dissenting Share Section 1.8(a) Effective Time Section 1.2 Election Deadline Section 1.9(b) Election Form Section 1.9(a) Election Form Record Date Section 1.9(a) Employment Agreement Section 4.1(f) Environmental Laws Section 2.17(a) ERISA Section 2.12(a) Exchange Act Section 2.5(b) Exchange Agent Section 1.10(a) Exchange Fund Section 1.10(a) Exchange Ratio Section 1.6(c) Expenses Section 7.3(d) Final Parent Stock Price Section 1.6(c) Funds Section 5.10(a) GAAP Section 2.1 good and defensible title Section 2.14(e) governmental authority Section 8.4(e) Hazardous Substance Section 2.17(a) HSR Act Section 2.5(b) Hydrocarbons Section 2.14(b) Indemnified Parties Section 5.4(b) Intellectual Property Section 2.20 IRS Section 2.12(a) Letter Section 3.23 Mailing Date Section 1.9(a) Merger Recitals Merger Consideration Section 1.6(a) Merger Sub Preamble NCOC 401(k) Section 2.12(a) NCOC MP Plan Section 2.12(a) Non-Election Shares Section 1.9(b) Notice of Intended Change in the Company Recommendation Section 5.3(b) Oil and Gas Properties Section 2.14(b) Option Section 1.7(a) Outside Date Section 7.1(b)(i) Parent Preamble Parent 401(k) Plan Section 3.12(a) Parent Benefit Plans Section 3.12(f) Parent Board of Directors Section 3.4(d) Parent Common Stock Section 3.3 Defined Term Section or Exhibit Parent Employee Benefit Plans Section 3.12(c) Parent Employees Section 3.18 Parent ERISA affiliate Section 3.12(a) Parent Financial Advisor Section 3.4(d) Parent Material Adverse Effect Section 3.1 Parent Material Subsidiaries Section 3.1 Parent Parties Preamble Parent Permits Section 3.6(c) Parent Preferred Stock Section 3.3 Parent Reserve Reports Section 3.14(c) Parent Schedule Article III Parent SEC Reports Section 3.7(a) Parent Stockholder Approval Section 5.1(f) Parent Stockholders Meeting Section 5.1(f) Per Share Cash Consideration Section 1.6(c) PBGC Section 2.12(h) Per Share Stock Consideration Section 1.6(c) person Section 8.4(f) Proxy Statement/Prospectus Section 2.13 reasonable best efforts Section 8.4(g) Registration Statement Section 2.13 Restricted Shares Section 1.7(b) Returns Section 2.16(a) Rights Section 2.3 Rule 145 Section 5.14(a) Xxxxxxxx-Xxxxx Act Section 2.8(a) SEC Section 1.10(a) Securities Act Section 2.5(b)
Recitals, Schedules and Exhibits The Recitals, Schedules and Exhibits to this Agreement are incorporated herein and, by this reference, made a part hereof as if fully set forth herein.
Recitals and Schedules References to this Agreement include the recitals and schedules which form part of this Agreement for all purposes. References in this Agreement to the Parties are references respectively to the Parties and their legal personal representatives, successors and permitted assigns.
Recitals Incorporated; Certain Defined Terms The Recitals set forth above are incorporated into this Amendment and shall be deemed terms and provisions hereof, the same as if fully set forth in this Paragraph 1. Capitalized terms that are used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Lease.
Incorporation of Recitals and Exhibits The Recitals and Exhibits attached to this Agreement are incorporated into and made a part of this Agreement.
RECITALS The above recitals are true and correct and are incorporated herein, in their entirety, by this reference.
