RECITALX. A. Xxxxx xxxxxxxxx x xxxxxxxent xxxx for employees designated as the Xxxxx Xxlecom Inc. Corporate Retirement Plan (the "Pension Plan"), whxxx xs intended to meet the requirements of a "qualified plan" under the Internal Revenue Code of 1986, as amended (the "Code"); and
RECITALX. A. Employer is a California corporation, and is a designer and manufacturer of high purity products and chemical process equipment. Employer is engaged in that business as a consequence of a corporate merger between Poly Concepts, Inc. ("PCI") and Kinetics Acquisition Corporation, both Oregon corporations, which in turn merged with Employer ("Merger").
RECITALX. X. Xxxxx xxxxxxx xx xxxxx xxx xxxx xx xxx Xxxxxxolders (as defined below), and the Shareholders desire to purchase from Newco, for aggregate consideration of $15,000,000, apportioned between them as set forth herein, (i) 6,000 shares of Newco's common shares, par value $1.00 per share (the "COMMON SHARES") to Acusphere, and (ii) 6,000 shares of Newco's preferred shares, par value $1.00 per share (the "PREFERRED SHARES") allocated 3,612 shares to Acusphere and 2,388 shares to EIS.
RECITALX. Xxxxxxxxx Xealxx Xhoice, Inc., an Illinois corporation and a subsidiary of PFS ("PHC"), and United Payors & United Providers, Inc., a Delaware corporation ("Buyer"), have entered into that certain Stock Purchase Agreement, dated October 22, 1996, but effective as of September 30, 1996 (the "Stock Purchase Agreement"), providing generally for the sale of PHC s equity interest in National Health Services, Inc, a Wisconsin corporation ("NHS"), to Buyer. PFS and Pino are parties to that certain Employment Agreement, dated as of Janxxxx 1, 1996 (the "Employment Agreement"), and that certain related letter agreement, dated as of September 7, 1995, from PFS to Pino, which provides, among other things, for certain compensation to xx payable to Pino in the event of the sale of Preferred Health Choice, Inc. (the "Lxxxxr Agreement"). Pino has executed and delivered to PFS that certain Promissory Note, dxxxx July 1, 1994, in the principal amount of $75,000 (the "Note"). In connection with the sale of NHS to Buyer, the parties hereto desire to (x) terminate the Employment Agreement, the Letter Agreement and the Note, and (y) release each other from certain obligations and liabilities.
RECITALX. (X) Xxx Xxxxxxx (xx xxxxxxx xxxxx) xx x xxivate company limited by shares. Further details about the Company are set out in schedule 1.
RECITALX. A. CBRE, the Company and BLUM CB Corp., a Delaware Corporation ("Newco"), are parties tx xx Xxended and Restated Agreement and Plan of Merger, dated as of May 31, 2001 (the "Merger Agreement"), pursuant to which, among other things, Newco merged with and into CBRE on the date hereof (the "Merger") and CBRE became a wholly-owned subsidiary of the Company;
RECITALX. A. Company and Employee entered into an Employment Agreement dated July 11, 1997 (the "Initial Agreement").
RECITALX. A. Pursuant to Pledgor's purchase of shares of Pledgee's common stock, par value $.01 per share ("Common Stock"), under the Restricted Stock Purchase Agreement dated September 19, 2001 (the "Purchase Agreement"), between Pledgor and Pledgee, and Pledgor's payment for such shares with monies advanced pursuant to that certain Secured Promissory Note executed by Pledgor in favor of the Pledgee dated September 19, 2001 (the "Note"), Pledgor has purchased 20,491 shares of Common Stock (the "Shares") at a price of $6.10 per share, for a total purchase price of $124,995.
RECITALX. X. Xoye xxx been employed by the Company as its Chief Executive Offxxxx.
RECITALX. 0.0 Xxx xxxxxxx xxxxxxxxxx xx Xxxedule 1 hereto (the "Sellers"), Debtor, and Southhampton Enterprises Inc., a Texas corporation ("SEI") have entered into a Stock Purchase Agreement dated April 21, 1997 (the "Stock Purchase Agreement"), which provides for the purchase by SEI from Sellers of all of the issued and outstanding common stock of The Antigua Group, Inc., a Nevada corporation ("Antigua").
