RBCAA » Topics » RECITALS

These excerpts taken from the RBCAA 10-K filed Mar 6, 2009.

RECITALS

 

WHEREAS, Republic and JHI entered into the Agreement on September 19, 2007.

 

WHEREAS, Republic and JHI desire to Amend certain terms of the Agreement.

 

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Republic and JHI do hereby agree to amend the Agreement as follows:

 

RECITALS

 

WHEREAS, Republic and JHTSL entered into the Agreement on September 19, 2007.

 

WHEREAS, Republic and JHTSL desire to Amend certain terms of the Agreement.

 

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Republic and JHTSL do hereby agree to amend the Agreement as follows:

 

RECITALS



 



WHEREAS, Republic and JHI
entered into the Agreement on September 19, 2007.



 



WHEREAS, Republic and JHI
desire to Amend certain terms of the Agreement.



 



NOW, THEREFORE, in
consideration of the mutual promises, covenants and agreements set forth below
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Republic and JHI do hereby agree to amend the Agreement
as follows:



 



RECITALS



 



WHEREAS, Republic and
JHTSL entered into the Agreement on September 19, 2007.



 



WHEREAS, Republic and
JHTSL desire to Amend certain terms of the Agreement.



 



NOW, THEREFORE, in
consideration of the mutual promises, covenants and agreements set forth below
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Republic and JHTSL do hereby agree to amend the
Agreement as follows:



 



These excerpts taken from the RBCAA 10-Q filed Nov 9, 2007.

RECITALS

 

WHEREAS, JHI (i) is the franchisor of the Jackson Hewitt Tax ServiceÒ tax preparation system to independently owned and operated franchisees (“Franchisees”) and (ii) through Tax Services of America, Inc., a wholly owned subsidiary, owns and operates Jackson Hewitt Tax Service locations (“Corporate Stores,” and together with Franchisees, “EROs”); and

 

WHEREAS, the EROs provide income tax return preparation with electronic filing and related services to customers; and

 

WHEREAS, Republic offers products to customers of tax service companies; and

 

WHEREAS, Republic desires to offer and provide certain financial products to customers of certain EROs designated by JHI from time to time, and JHI desires that Republic provide such services, on the terms and subject to the conditions hereinafter set forth (the “Program”); and

 

WHEREAS, Republic desires, and JHI agrees to provide, its marketing and training services and personnel in connection with and to devote support and additional resources in support of the Program; and

 

WHEREAS, simultaneous with the execution of this Agreement Republic shall enter into a technology services agreement with Jackson Hewitt Technology Services LLC (“JHTSL”) in connection with Republic administering and offering the Program (“Technology Services Agreement”).

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

RECITALS

 

WHEREAS, Jackson Hewitt Inc. (“JHI”) (i) is the franchisor of the Jackson Hewitt Tax ServiceÒ tax preparation system to independently owned and operated franchisees (“Franchisees”) and (ii) through Tax Services of America, Inc., a wholly owned subsidiary, owns and operates Jackson Hewitt Tax Service locations (“Corporate Stores,” and together with Franchisees, “EROs”); and

 

WHEREAS, the EROs provide income tax return preparation with electronic filing and related services to customers; and

 

WHEREAS, Republic offers products to customers of tax service companies; and

 

WHEREAS, Republic desires to offer and provide certain financial products to customers of certain EROs designated by JHI from time to time, and JHI desires that Republic provide such services, on the terms and subject to the conditions hereinafter set forth (the “Program”); and

 

WHEREAS, JHI and Republic have entered into that certain Program Agreement of even date herewith respect to the Program (the “Program Agreement”); and

 

WHEREAS, Republic desires, and JHTSL agrees to provide, certain technology services, personnel and related support to Republic and EROs in connection with the Program.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

This excerpt taken from the RBCAA 8-K filed Sep 19, 2007.

Recitals

A.                                   The Shareholder is the owner of over 6 million shares of the Class A common stock (the “Class A Stock”) of the Company.

B.                                     The Company and the Shareholder desire to enter into this Agreement to provide for order and continuity in the succession of the ownership and management of the Company.

C.                                     Upon the date of death (the “Trigger Date”) of the second to die of the spouses, Bernard M. and Jean S. Trager (the “Tragers”), that person’s estate will be subject to a significant estate tax liability under current estate tax laws, related in large part to the value of stock in the Company held by them outright and via interests in other entities like the Shareholder.

D.                                    The Shareholder’s grant to the Company of a right of first offer may allow the Company to prevent a large block of Class A Stock being sold at one time on the open market, and the possible detrimental effects of such a sale.

E.                                      The Company also desires to enter into this Agreement to have the potential ability to purchase the Shares as an investment and then to either retire them or use them to fund employee benefit and incentive compensation arrangements that the Company has established for its employees and directors, which ultimately promote the growth and profitability of the Company.

This excerpt taken from the RBCAA 8-K filed Mar 18, 2005.

Recitals

 

A.                                   Subject to shareholder approval, the Board of Directors of the Company adopted the Republic Bancorp, Inc. 2005 Stock Incentive Plan (the “Plan”).

 

B.                                     The Committee (as defined in the Plan) has determined that it is in the best interests of the Company and appropriate to the stated purposes of the Plan that the Company grant to the Optionee an option to purchase shares of the Company’s Class A common stock (“Stock”)  pursuant and subject to the terms, definitions, and conditions of the Plan.

 

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