Item1.01. Entry into a Material Definitive Agreement.
On
The total purchase price to be paid by
The consummation of the transaction contemplated by the Agreement is subject to
customary closing conditions and is expected to occur in
The Agreement also includes customary representations, warranties, covenants and indemnities of the parties. The representations and warranties made by each party were made solely for the benefit of the other party and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk between the parties to the Agreement if those statements prove to be inaccurate; (ii) may have been qualified in the Agreement by disclosures that were made to the other party in disclosure schedules to the Agreement; (iii) may apply contract standards of "materiality" that are different from "materiality" under the applicable securities laws; and (iv) were made only as of the date of the Agreement or such other date or dates as may be specified in the Agreement.
The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Agreement. A copy of the Agreement is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K.
EXHIBIT NUMBER DESCRIPTION 2.1* Agreement on the Sale and Transfer of Shares, dated as ofJune 7, 2022 , by and amongAzenta Germany GmbH ,Thomas Barkey , Swissfinity I Beteiligungs andChristian Barkey . 99.1 Press release issued onJune 8, 2022 byAzenta, Inc. 104 Cover Page Interactive Data File (embedded within the iXBRL (Inline eXtensible Business Reporting Language) document)
Certain schedules and exhibits have been omitted from this Exhibit pursuant to
* Item 601(a)(5) of
omitted schedule or exhibit to the
its staff upon request.
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