This excerpt taken from the BRNC 8-K filed Jan 17, 2007.
A. The Boards of Directors of Purchaser, Merger Sub and the Company have each determined that it is in the best interests of their respective stockholders for Purchaser to acquire the Company upon the terms and subject to the conditions set forth herein.
B. In furtherance of such acquisition, the Boards of Directors of Purchaser, Merger Sub and the Company have each approved the merger of Merger Sub with and into the Company (the Merger) in accordance with the Kansas General Corporation Code and upon the terms and subject to the conditions set forth herein.
C. For U.S. federal income tax purposes, the Parties intend that (a) the Merger will qualify as a reorganization within the meaning of section 368(a) of the Code, (b) this Agreement will constitute a plan of reorganization within the meaning of Treasury Regulation 1.368-2(g) and (e) and (c) Purchaser, Merger Sub and the Company will each be a party to such reorganization within the meaning of section 368(b) of the Code.
D. The Parties desire to make certain representations, warranties, covenants and agreements in connection with the Merger provided for in this Agreement and also to prescribe various conditions to such Merger.
This excerpt taken from the BRNC 10-K filed Mar 7, 2006.
WHEREAS, the Company desires to retain Consultant to provide the services set forth below, and Consultant desires to be so retained; and
WHEREAS, the Company shall grant Consultant, as a consultant of the Company, access to certain confidential information with respect to the Company and its affiliates;