Directors and Officers; Payroll Information. Employment Agreements 2.15 Contracts (other than Leases and Employment Agreements) 2.16 Subsequent Events 2.19 Debt 2.20 Insurance Policies 2.21 Employee Benefit Plans 2.26 Banking Relations 2.28 Payors 4.16 Excluded Assets and Excluded Liabilities 7.7 Form of Service Agreement 7.8 Form of Employment Agreement 9.1(l) Form of Registration Rights Agreement 14.2 Addresses for Notice
Directors and Officers; Payroll Information. EMPLOYEES. . . . . . . . 4 2.14
Directors and Officers; Payroll Information. Set forth on Exhibit 2.12 attached hereto is a true and complete list, as of the date of this Agreement, of: (a) the name of each Director and officer of Seller and the offices held by each; and (b) the most recent payroll report of Seller, showing all current employees of Seller and their current levels of compensation other than bonuses and other extraordinary compensation.
Directors and Officers; Payroll Information. 2.14 Contracts (other than Leases)
Directors and Officers; Payroll Information. Set forth on Exhibits 2.16A through 2.16D are true and complete lists, as of the date of this Agreement, of: (a) the name of each director and officer of the Corporation and Practice; and (b) a list of all current employees of the Practice, Corporation and PDI and their current levels of compensation other than bonuses and other extraordinary compensation.
Directors and Officers; Payroll Information. Employment Agreements 2.15 Contracts (other than Leases and Employment Agreements) 2.16 Subsequent Events 2.19 Debt 2.20 Insurance Policies 2.21 Employee Benefit Plans 2.26 Banking Relations 2.28 Payors 7.7 Form of Service Agreement 7.8 Form of Employment Agreement 9.1(l) Form of Registration Rights Agreement 14.2 Addresses for Notice ANNEX I ACQUISITION CONSIDERATION The aggregate consideration to be received by the Contributor pursuant to the Agreement (the "Acquisition Consideration") is the following: Shares of Pentegra Common Stock equal to $_________ divided by the initial public offering price of Pentegra. Cash in the amount of $________________________. No fractional shares of Pentegra Common Stock will be issued; rather, shares of Pentegra Common Stock to be issued to Contributor shall be rounded to the nearest whole share.
Directors and Officers; Payroll Information. Set forth on -------------------------------------------- Exhibit 9 attached hereto is a true and complete list, as of the date of this Agreement, of: (a) the name of each Director and officer of the Businesses and the offices held by each; and (b) set forth in Exhibit 10 the most recent payroll report of Seller of and each of the Businesses, showing all current employees of Seller and their current levels of compensation. SUNSTAR HEALTHCARE, INC. AND SUBSIDIARIES
Directors and Officers; Payroll Information. EMPLOYEES. Set forth on EXHIBIT 2.13 attached hereto is a true and complete list, as of the date of this Agreement of: (a) the name of each director and officer of Contributor and the offices held by each, (b) the most recent payroll report of Contributor, showing all current employees of Contributor and their current levels of compensation, (c) promised increases in compensation of employees of Contributor that have not yet been effected, (d) oral or written employment agreements, consulting agreements or independent contractor agreements (and all amendments thereto) to which Contributor is a party, copies of which have been delivered to Pentegra, and (e) all employee manuals, materials, policies, procedures and work-related rules, copies of which have been delivered to Pentegra. Contributor is in compliance with all applicable laws, rules, regulations and ordinances respecting employment and employment practices. Contributor has not engaged in any unfair labor practice. There are no unfair labor practices charges or complaints pending or threatened against Contributor, and Contributor has never been a party to any agreement with any union, labor organization or collective bargaining unit.
Directors and Officers; Payroll Information. Employment Agreements 2.15 Contracts (other than Leases and Employment Agreements) 2.16 Subsequent Events 2.19 Debt 2.20 Insurance Policies 2.21 Employee Benefit Plans 2.26 Banking Relations 9.1(l) Form of Registration Rights Agreement 15.2 Addresses for Notice ANNEX I ACQUISITION CONSIDERATION The aggregate consideration to be received by the Contributors pursuant to the Agreement (the "Acquisition Consideration") is the following: Cash in the amount of $200,000.00.
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