Item 8.01. Other Events
Adjournment of Special Meeting
On
The Company does not intend to change the record date for the special meeting.
Only stockholders of record at the close of business on
During the period of the adjournment, the Company will continue to solicit proxies from its stockholders with respect to the proposals set forth in the Company's definitive proxy statement on Schedule 14A, as supplemented. Proxies previously submitted in respect of the special meeting will be voted at the reconvened special meeting unless properly revoked.
A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference in this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedJune 9, 2022 , issued by the Company. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
Important Additional Information and Where to Find It
In connection with the merger of
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Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the Company's stockholders with
respect to the Merger. Information about the Company's directors and executive
officers and their ownership of Company common stock is set forth in the Annual
Report on Form 10-K for the fiscal year ended
Forward-Looking Statements
All of the statements in this Current Report on Form 8-K, other than historical
facts, are forward-looking statements made in reliance upon the safe harbor of
the Private Securities Litigation Reform Act of 1995, including, without
limitation, the statements made concerning the timing of the reconvened special
meeting. As a general matter, forward-looking statements are those focused upon
anticipated events or trends, expectations, and beliefs relating to matters that
are not historical in nature. Such forward-looking statements are subject to
uncertainties and factors relating to the Company's operations and business
environment, all of which are difficult to predict and many of which are beyond
the control of the Company. Among others, the following uncertainties and other
factors could cause actual results to differ from those set forth in the
forward-looking statements: (i) the risk that the Merger may not be consummated
in a timely manner, if at all; (ii) the risk that the Company's stockholders do
not approve the Merger, (iii) the risk that the Merger may not be consummated as
a result of Parent's failure to comply with its covenants and that, in certain
circumstances, the Company may not be entitled to a termination fee; (iv) the
risk that the definitive Merger Agreement may be terminated in circumstances
that require the Company to pay a termination fee; (v) risks related to the
diversion of management's attention from the Company's ongoing business
operations; (vi) risks regarding the failure of Parent to obtain the necessary
financing to complete the Merger; (vii) the effect of the announcement of the
Merger on the Company's business relationships (including, without limitation,
customers and venues), operating results and business generally; (viii) legal
proceedings, judgments or settlements, including those that have been and may be
instituted against the Company, the Company's board of directors and executive
officers and others, as with respect to the proposed Merger; and (ix) risks
related to obtaining the requisite consents to the Merger, including, without
limitation, the timing (including possible delays) and receipt of regulatory
approvals from governmental entities (including any conditions, limitations or
restrictions placed on these approvals) and the risk that one or more
governmental entities may deny approval. Further risks that could cause actual
results to differ materially from those matters expressed in or implied by such
forward-looking statements are described in the Company's
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