R E C I T. A L S WHEREAS, the board of directors of Parent (the “Parent Board”) has determined that it is in the best interests of Parent and its shareholders to create a new publicly traded company that shall operate the SpinCo Business;
R E C I T. A L ------------- The Indemnitee currently is serving as a director or officer, or both, of the Company and the Company wishes the Indemnitee to continue in such capacities. In order to induce the Indemnitee to continue to serve in such capacities for the Company and in consideration for his continued service, the Company wishes to provide for indemnification of the Indemnitee upon the terms and conditions set forth below.
R E C I T. A L S --------------- The Board previously issued and sold (i) $150,000,000 in aggregate principal amount of the Industrial Development Board of the City of Phenix City, Alabama Industrial Development Revenue Bonds (Xxxx Coated Board Project), Series 1997A (the "Series 1997A Bonds"), and (ii) $85,000,000 in aggregate principal amount of the Industrial Development Board of Phenix City, Alabama Industrial Development Revenue Bonds (Xxxx Coated Board Project), Series 1998A (the "Series 1998A Bonds") pursuant to a Trust Indenture dated as of September 1, 1997 (the "Original Indenture" as amended and supplemented to date, the "Indenture") from the Board to The First National Bank of Chicago, as successor Trustee (the "Trustee"). The Board has used the proceeds of the sale of the Series 1997A Bonds for the payment of outstanding industrial development temporary borrowing notes (the "Notes") issued by the Board for the purpose of funding the acquisition, construction and installation of a coated natural kraft mill and related facilities (the "Project") in connection with certain industrial facilities located near Phenix City, Alabama. The Project is owned by the Board and leased to the Company pursuant to a Lease Agreement dated as of September 1, 1997, as amended by a First Amendment to Lease Agreement dated as of August 1, 1998 and a Second Amendment to Lease Agreement dated as of September 30, 1998 (the "Agreement"). The Agreement obligates the Company to make rental payments in such amounts and at such times as will provide for the payment of the principal and interest on the Series 1997A Bonds and the Series 1998A Bonds as the same becomes due and payable. Under Article IV of the Original Indenture, the Board is permitted to issue Additional Bonds (as defined in the Original Indenture) in order to pay additional Notes issued by the Board in furtherance of the Project. In that connection, the Board is issuing $30,000,000 in aggregate principal amount of Industrial Development Revenue Bonds (Xxxx Coated Board Project), Series 1999A (the "Series 1999A Bonds"), pursuant to the Original Indenture as supplemented by a Third Supplemental Trust Indenture dated as of August 1, 1999 (the "Third Supplemental Indenture") from the Board to the Trustee. The Original Indenture as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture is hereinafter referred to as the "Indenture".
R E C I T. A L S WHEREAS, the board of directors of Nuance has determined that it is in the best interests of Nuance and its stockholders to create a new publicly traded company that will operate the SpinCo Business (as defined below);
R E C I T. A L S WHEREAS, pursuant to the Company's Stock Incentive Plan (the "Option Plan"), the Holder is a party to one or more Stock Option Agreements between the Company and the Holder pursuant to which the Holder has been granted options to purchase the number of shares of Class C Common Stock, par value $0.01 per share, of the Company (the "Class C Stock") set forth below such Holder's name on the signature page of such Stock Option Agreements;
R E C I T. A L S --------------- The Company desires to obtain the services of the Employee in the employment of the Company on the terms and subject to the conditions set forth in this Agreement, and the Employee desires to make his services available to the Company on the terms and subject to the conditions set forth in this Agreement.
R E C I T. A L S --------------- The Board has previously issued and sold $85,000,000 in aggregate principal amount of The Industrial Development Board of the City of Phenix City, Alabama Industrial Development Revenue Bonds (Xxxx Coated Board Project), Series 1988A (the "Series 1988A Bonds"); $43,000,000 in aggregate principal amount of The Industrial Development Board of the City of Phenix City, Alabama Industrial Development Revenue Bonds (Xxxx Coated Board Project), Series 1989A (the "Series 1989A Bonds"); $45,000,000 in aggregate principal amount of The Industrial Development Board of the City of Phenix City, Alabama Industrial Development Revenue Bonds (Xxxx Coated Board Project), Series 1989B (the "Series 1989B Bonds"); $37,000,000 in aggregate principal amount of The Industrial Development Board of the City of Phenix City, Alabama Industrial Development Revenue Bonds (Xxxx Coated Board Project), Series 1989C (the "Series 1989C Bonds"); $40,000,000 in aggregate principal amount of The Industrial Development Board of the City of Phenix City, Alabama Industrial Development Revenue Bonds (Xxxx Coated Board Project), Series 1989D (the "Series 1989D Bonds"); $49,667,074 of The Industrial Development Board of the City of Phenix City, Alabama Industrial Development Revenue Bonds (Xxxx Coated Board Project), Series 1989E (the "Series 1989E Bonds") and $170,000,000 of The Industrial Development Board of the City of Phenix City, Alabama Industrial Development Revenue Bonds (Xxxx Coated Board Project) Series 1990A (the "Series 1990A Bonds") pursuant to a Trust Indenture dated as of December 1, 1988 (the "Original Indenture"), as supplemented by a First Supplemental Trust Indenture dated as of March 1, 1989, a Second Supplemental Trust Indenture dated as of April 1, 1989, a Third Supplemental Trust Indenture dated as of June 1, 1989, a Fourth Supplemental Trust Indenture dated as of July 1, 1989, a Fifth Supplemental Trust Indenture dated as of December 1, 1989, a Sixth Supplemental Trust Indenture dated as of May 1, 1990 and a Seventh Supplemental Trust Indenture dated as of June 1, 1990 (collectively, the "Indenture"), from the Board to AmSouth Bank N.A., as Trustee (the "Trustee"). The Board has used the proceeds of the sale of the Series 1988A Bonds, the Series 1989A Bonds, the Series 1989B Bonds, the Series 1989C Bonds, the Series 1989D Bonds, the Series 1989E Bonds and the Series 1990A Bonds for the payment of outstanding industrial development temporary borrowing n...
R E C I T. A L S WHEREAS, the board of directors of Parent (the “Parent Board”) has determined that it is in the best interests of Parent and its stockholders to create a new publicly traded company that shall operate the Varex Business;
R E C I T. A L S ----------- CTI desires to engage CG, and CG desires to accept such engagement from CTI, to perform various financial and accounting services in accordance with generally accepted accounting principles (the "Services"), including, but not limited to, preparing financial statements for the years 2002 and 2003, forecasting and working with auditors for and on behalf of CTI. This Agreement contains the entire understandings between the Parties concerning the subject matter hereof, and all other agreements, understandings and documents are hereby merged into this Agreement and made a part hereof.
R E C I T. A L S WHEREAS, the Existing SLM Board has determined that it is in the best interests of Existing SLM and its stockholders to separate into two separate publicly-traded companies;
