THE RECITALS. The essential facts relied on by Bank, Ally and Dealership as true and complete, and giving rise to this Agreement, are as follows:
THE RECITALS. A. Simultaneously with the execution of this Agreement, Parent, Merger Sub and Shamir Optical Industry Ltd., a company organized under the laws of the State of Israel (the “Company”), have entered into an Agreement and Plan of Merger and Reorganization (as the same may be amended from time to time, the “Merger Agreement”), which provides, among other things, for the merger (the “Merger”) of Merger Sub with and into the Company upon the terms and subject to the conditions set forth therein;
THE RECITALS. The recitals set forth above are expressly incorporated in this Agreement, and are made an equal part of, this Agreement.
THE RECITALS herein form part of this Agreement in as full and effective a manner as if incorporated herein as numbered clauses.