Fifth Recital. The fifth recital of the Agreement is hereby amended and restated in its entirety as follows:
Fifth Recital Sample Clauses
Related to Fifth Recital
RECITAL Lender has agreed to make and Borrower has agreed to accept a loan in the original principal amount of $350,000,000.00 (the “Loan”). Lender is willing to make the Loan to Borrower upon the terms and subject to the conditions set forth in this Loan Agreement.
PRELIMINARY RECITALS A. Executive’s employment with the Company has terminated.
Amendment to Recitals The recitals of the Credit Agreement are hereby amended by deleting the reference to "$275,000,000" contained therein and substituting "$350,000,000" therefor.
RECITALS A Upon consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 25, 1997 by and among X.X. Childs Equity Partners, L.P., a Delaware limited partnership, UHS Acquisition Corp., a Minnesota corporation, and Universal Hospital Services, Inc., a Minnesota corporation (the "Acquisition Agreement"), and of certain related transactions to be consummated concurrently therewith, the Stockholders (as hereinafter defined) will own (and may hereafter acquire) certain shares of Common Stock (as hereinafter defined) and certain options, warrants, securities and other rights to acquire from the Company, by exercise, conversion, exchange or otherwise, shares of Common Stock or securities convertible into Common Stock. B. All of the Stockholders desire to enter into this Agreement for the purpose of regulating certain aspects of the Stockholders' relationships with one another and with the Company. AGREEMENT In consideration of the premises and the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, the parties to this Agreement mutually agree as follows: ARTICLE I
RECITALS WHEREAS UGSI desires to employ Executive pursuant to the terms and conditions and for the consideration set forth in this Agreement, and Executive desires to enter the employ of UGSI pursuant to such terms and conditions and for such consideration;
Recitals Incorporated; Definitions The foregoing recitals are true and correct and by this reference are incorporated herein. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.
Recitals and Definitions Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.
Offer Recitals Offer Documents Section 1.1(a) Offer Price Recitals Options Section 2.9(a) OSHA Section 4.7(d)(vi) Other Filings Section 4.11 Owned Intellectual Property Section 4.14(a) Parent Preamble Parent Board Recitals Parent Representatives Section 6.3 Parent Violation Section 5.3(a) Paying Agent Section 3.2(a) PBGC Section 4.12(f) Person Section 9.9(m) Plan Section 9.9(n) Preferred Shares Section 4.2(a) Proxy Statement Section 2.10(a)(ii) Purchaser Preamble Purchaser Board Recitals Purchaser Insiders Section 1.3(a) Qualified Plans Section 4.12(c) RCRA Section 4.7(d)(vii) Release Section 4.7(d)(viii) Section Rights Recitals Rights Agreement Recitals Schedule 14D-9 Section 1.2(a) SEC Section 1.1(a) Securities Act Section 4.5(a) Shares Recitals Special Meeting Section 2.10(a)(i) Stock Plan Section 2.9(a) Subsidiary Section 9.9(o) Superior Proposal Section 6.2(b) Surviving Corporation Section 2.1 Takeover Proposal Section 6.2(a) Tax Section 4.15(b) Tax Return Section 4.15(b) Taxes Section 4.15(b) Tender Offer Conditions Section 1.1(a) Termination Fee Section 8.3(b) Voting Debt Section 4.2(a) Withdrawal Liability Section 9.9(p) AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 12, 2006, by and among Xxxxxxx Corporation, a Delaware corporation (“Parent”), Smile Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (the “Purchaser”), and Sybron Dental Specialties, Inc., a Delaware corporation (the “Company”).
Recitals; Definitions The foregoing recitals, including all terms defined therein, are incorporated herein and made a part hereof. All capitalized terms used but not otherwise defined herein have the meanings given such terms in the Loan Agreement.
Incorporation of Recitals; Definitions The foregoing recitals are incorporated herein. Capitalized terms not otherwise defined herein shall have the meaning given such terms in the Agreement.
