Item 1.01 Entry into a Material Definitive Agreement.
On
Upon the terms and subject to the conditions set forth in the Acquisition
Agreement, which is effective as of
• by
• by
• by
Additionally, subject to the terms of the Acquisition Agreement, the Sellers may elect to accelerate their Earn-Out Payments upon the occurrence of certain events, including a change of control of the Target or the Company. The Acquisition Agreement also contains representations, warranties, covenants, and indemnities of the parties thereto.
The foregoing summary of the Acquisition Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of such agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
Under the terms of the Acquisition Agreement, the Put and Call Option Agreement
dated as of
Subject to the terms of the Put and Call Agreement, the Sellers had the right
(the "Put Option") to cause the Acquiror to purchase all (but not less than all)
of the remaining 49% of the issued and outstanding shares of the Target at a
purchase price to be based on a pre-determined multiple of six times the
Target's 12-month EBITDA in the preceding calendar year. The Sellers had the
right to exercise the Put Option upon the occurrence of certain events starting
in
The foregoing description of the Put and Call Agreement does not purport to be
complete and is subject to, and qualified in its entirety by reference to the
full text of the Put and Call Agreement that was filed as Exhibit 10.2 to the
Company's Current Report on Form 8-K filed with the
Item 7.01 Regulation FD Disclosure.
On
The information provided in Exhibit 99.1 is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference into any future registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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10.1 Share Purchase Agreement dated as of
99.1 Press release dated
104 Cover Page Interactive Date File (embedded within the Inline XBRL document).
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