Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to the terms of the Purchase Agreement, at the completion of the
transactions contemplated by the Purchase Agreement, we will acquire all of the
issued and outstanding capital stock and options to purchase capital stock of
Saguna for a purchase price consisting of
Saguna, based in Yokneam,
The Purchase Agreement contains customary representations, warranties and covenants of our company, on one hand, and Saguna, on the other hand, including, among others, covenants by Saguna with respect to the operations of Saguna during the period between execution of the Purchase Agreement and the completion of the transaction. The Purchase Agreement also provides that each party will indemnify the other party for breaches of the warranties and covenants of such party, as well as certain other matters, subject to certain specified limitations, including, among other things, limitations on the period during which a party may make certain claims for indemnification and limitations on the amounts for which a party may be liable.
Pursuant to the Purchase Agreement, the completion of the transaction is
conditioned upon, among other things, our satisfaction and completion of the
notification and bring along to the non-signing Saguna shareholders in
accordance with Section 341 of the Israeli Companies Law, 1999, and other
customary closing conditions. The notification and bring along of Section 341 of
the Israeli Companies Law generally takes 30 days. The Purchase Agreement also
provides for limited termination rights, including, among others, by the mutual
consent of our company and Saguna, upon certain breaches of representations,
warranties, covenants or agreements, and in the event the completion of the
transaction has not been consummated before
The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1, which is incorporated herein by reference thereto.
The Purchase Agreement has been filed as an exhibit hereto to provide investors and security holders with information regarding its terms and is not intended to provide any factual information about our company or Saguna. The representations, warranties and covenants set forth in the Purchase Agreement were made solely between the parties to the Purchase Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to investors or security holders, or may have been used for the purpose of allocating risk between the parties to the Purchase Agreement rather than establishing matters as facts. Information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in our public disclosures. For the foregoing reasons, no person should rely on the warranties as statements of factual information at the time they were made or otherwise.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed with this Current Report on Form 8-K:
Exhibit Number Description 10.1* Share Purchase Agreement, dated as ofAugust 17, 2021 , amongCOMSovereign Holding Corp. ,Saguna Networks Ltd. , the shareholders ofSaguna Networks Ltd. party thereto andBen Weiss , as Shareholders' Representative.
* Schedules, exhibits and similar supporting attachments or agreements to the
Purchase Agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K.
The registrant agrees to furnish a supplemental copy of any omitted schedule or
similar attachment to the
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