BACKGROUND A Clause Samples
The 'BACKGROUND A' clause serves to provide context and background information relevant to the agreement or contract. It typically outlines the circumstances, intentions, or prior events that have led the parties to enter into the agreement, such as previous business dealings, the purpose of the contract, or the relationship between the parties. By establishing this context, the clause helps clarify the motivations and assumptions underlying the agreement, ensuring that all parties have a shared understanding of the situation and reducing the risk of misunderstandings or disputes later on.
BACKGROUND A. The Corporation is a corporation duly organized and existing under the laws of the State of Delaware with an authorized capitalization of 101,000,000 shares of which (i) 1,000,000 shares are authorized as Preferred Stock (as defined below), of which (a) 100,000 shares have been designated Series A Preferred Stock, none of which are issued and outstanding; (b) 300,000 shares have been designated Series B Preferred Stock (as defined below), none of which are issued and outstanding; (c) 325,000 shares have been designated Series B-1 Preferred Stock (as defined below) 317,097.62 are issued and outstanding as of this date and (c) 150,000 shares have been designated Series C Preferred Stock (as defined below) all of which are issued and outstanding as of this date; and (ii) 100,000,000 shares are authorized as Common Stock (as defined below). All of the shares of Series B Preferred Stock were retired upon consummation of the exchange of the Series B Preferred Stock for shares of Series B-1 Preferred Stock pursuant to the Exchange Agreement. B. The Corporation and the Investors have entered into the Series C Stock Purchase Agreement (as defined below). C. The Investors currently own 317,097.62 shares of Series B-1 Preferred Stock and, in connection with the Closing of the Series C Stock Purchase Agreement, that number of shares of the Corporation's Series C Preferred Stock (including any shares hereafter acquired by the Investors, and their successors or assigns from any person by any means, including without limitation, any acquisition by gift, purchase, dividend, conversion, stock split, recapitalization or otherwise, collectively, the "Shares") set forth opposite the name of each Investor on Schedule I attached hereto. It is deemed to be in the best interest of the Corporation that provision be made for the continuity and stability of the business and policies of the Corporation and, to that end, the Corporation and each of the Investors hereby set forth their agreement with respect to the Shares.
BACKGROUND A. Polestar has outsourced the development of the Vehicles to GRI (as defined in the General Terms) as well as sourcing the development of all Spare Parts needed for the Vehicles under the Development Agreement (Agreement no.: GEE21-012) dated December 28, 2021 (the “Development Agreement”) and will enter into a Change Management agreement with GRI for any changes or updates of the Vehicles. B. Polestar has outsourced the manufacturing of the Vehicles to certain members of Geely Auto Group under (1) the Manufacturing and Vehicle Supply Agreements (Export) (Agreement no.: GEE23-016) between Ningbo Hangzhou Bay Geely Automotive Parts Co., Ltd., Zhejiang Geely Automobile Co., Ltd., Ningbo Hangzhou Bay Factory, Shanghai Global Trading Corporation and Polestar Performance AB dated July 17, 2023 and (2) the Manufacturing and Vehicle Supply Agreements (Domestic) between Polestar Automotive China Distribution Co., Ltd.,Ningbo Hangzhou Bay Geely Automotive Parts Co., Ltd., Zhejiang Geely Automobile Co., Ltd. And Ningbo Hangzhou Bay Factory. (Agreement no.: GEE23-015) dated July 24, 2023 ((1) and (2), collectively, the “Manufacturing and Vehicle Supply Agreements”).
BACKGROUND A. The Company wishes to secure the services of Executive as the Executive Vice President and Chief Financial Officer of Customers Bank. Effective on or around August 15, 2025 and subject to approval by the Board of Directors, Executive's title will change to Executive Vice President and Chief Financial Officer of Customers Bancorp, Inc. and Chief Financial Officer of Customers Bank.
B. Subject to the terms and conditions hereinafter, Executive is willing to enter into this Employment Agreement (this "Agreement") upon the terms and conditions set forth. C. This Agreement is subject to the approval by the Company's Board of Directors.
BACKGROUND A. The Guarantors and the Guarantied Party are parties to that certain Guaranty Agreement, dated as of March 1, 2013, as amended by that certain First Amendment to Guaranty Agreement, dated as of February 7, 2014, that certain Second Amendment to Guaranty Agreement, dated as of June 11, 2014, that certain Third Amendment to Guaranty Agreement, dated as of January 16, 2015, that certain Fourth Amendment to Guaranty Agreement, dated as of December 7, 2016, that certain Fifth Amendment to Guaranty Agreement, dated as of September 8, 2018 and that certain Sixth Amendment to Guaranty Agreement, dated as of May 14, 2020 (said Guaranty Agreement, as amended, the “Guaranty Agreement”). The terms defined in the Guaranty Agreement and not otherwise defined herein shall be used herein as defined in the Guaranty Agreement.
BACKGROUND A. The Guarantors and the Guarantied Party are parties to that certain Guaranty Agreement, dated as of March 1, 2013, as amended by that certain First Amendment to Guaranty Agreement, dated as of February 7, 2014, that certain Second Amendment to Guaranty Agreement, dated as of June 11, 2014, that certain Third Amendment to Guaranty Agreement, dated as of January 16, 2015, and that certain Fourth Amendment to Guaranty Agreement, dated as of December 7, 2016 (said Guaranty Agreement, as amended, the “Guaranty Agreement”). The terms defined in the Guaranty Agreement and not otherwise defined herein shall be used herein as defined in the Guaranty Agreement.
BACKGROUND A. Volvo Cars and Polestar have reduced their joint GHG Emissions for Model Year (MY) 23 and 24, resulting in a surplus of GHG credits that can be traded with other carmakers. The Regulation enable sales of GHG credits for over-achieving manufacturers to create an income for the GHG credits by offering credits to companies that are falling short of their own target.
B. Since Volvo Cars, Polestar and Lotus Cars Ltd., with reg. no 895091 (“Lotus Cars”) forms an entity (hereafter called “the Entity”) defined by Environmental Protection Agency (EPA) and National Highway Traffic Safety Administration (NHTSA) and the Parties contribute to the GHG credits jointly. The GHG credits will be shared according to the amount of credits contributed by each Party. Polestar´s share of the contribution will be compensated by Volvo Cars according to the terms and conditions set forth in this Agreement. C. Now, therefore, the Parties agree as follows: 3.
BACKGROUND A. In addition to his current role as Director, the Bank wishes to retain Consultant and to avail itself of the services of Consultant on the terms set forth herein; and B. Consultant wishes to be so retained under the terms set forth herein.