Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the terms of the Purchase Agreement, by and among the Buyer, the
Company,
The Purchase Agreement includes customary: (i) representations and warranties of
the parties, (ii) covenants, including covenants with respect to actions taken
prior to the closing (including obtaining consents) and cooperation with respect
to regulatory issues, (iii) post-closing indemnities of each of the Buyer and
the Seller; and (iv) post-closing restrictive covenants of each of the Seller,
The consummation of the Rhino-Rack Acquisition is subject to certain customary
closing conditions, including, without limitation, the receipt of certain
regulatory approvals in
The Purchase Agreement also contains certain rights to terminate the Purchase
Agreement prior to the closing Rhino-Rack Acquisition, including by either party
if any condition contained in the Purchase Agreement: (i) has become incapable
of satisfaction and such condition has not been waived by the other party within
five business days after the occurrence of the fact, matter or circumstance
which caused that condition to become incapable of satisfaction (except where
the relevant condition has become incapable of satisfaction, has not been
satisfied, or ceases to be satisfied, as a direct result of a failure by the
party seeking to terminate the Purchase Agreement); (ii) has not been satisfied
or waived in accordance with the Purchase agreement before
No assurances can be given that the Rhino-Rack Acquisition will be consummated.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Purchase Agreement included as an exhibit is intended to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or Rhino-Rack or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to that agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures; may not have been intended to be statements of fact, but rather, as a method of allocating contractual risk and governing the contractual rights and relationships between the parties to that agreement; and may be subject to standards of materiality applicable to contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions contained in the Purchase Agreement as characterizations of the actual state of facts or condition of the Company or Rhino-Rack or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
Item 7.01. Regulation FD Disclosure.
On
The information contained in Item 7.01 of this Current Report on Form 8-K is being furnished by the Company and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit Description 2.1 Share Sale and Purchase Agreement dated as ofMay 30, 2021 , by and amongOscar Aluminium Pty Ltd ,Clarus Corporation ,Cropley Nominees Pty Ltd ,Richard Cropley ,Hugh Cropley andOliver Cropley . 99.1 Press Release datedJune 1, 2021 (furnished only).
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