Item 1.01 Entry into a Material Definitive Agreement.
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Under the Purchase Agreement, the Company and Buyer have made customary representations and warranties to each other and have agreed to customary covenants relating to the Sale.
The Sale is subject to the satisfaction or waiver of certain customary closing
conditions, including (i) the expiration or termination of any required waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and
(ii) the receipt of certain specified foreign governmental approvals. There is
no financing condition to the obligations of Buyer to consummate the
transaction. Buyer is funding the purchase price through a combination of equity
and debt financing. The Purchase Agreement contains certain termination rights,
including the right of either party to terminate the Agreement if the closing of
the Sale has not occurred on or before
The Purchase Agreement also provides for the Company and Buyer to enter into a Strategic Collaboration Agreement, a Reseller and Market Cooperation Agreement, a Transition Services Agreement and an IP License Agreement upon the closing of the Sale. Under the IP License Agreement, each party will grant certain licenses to the other party with respect to certain intellectual property rights and technology transferred by the Company in the Sale and retained by the Company after the consummation of the Sale.
The above description of the Purchase Agreement and the Sale is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specified dates, were solely for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement. The representations and warranties have been made for the purpose of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company or Buyer. 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 public disclosures.
Item 7.01 Regulation FD Disclosure.
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The Company will host a conference call today,
The information set forth under this Item 7.01, including Exhibits 99.1 and 99.2, 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
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Under the Share Repurchase Program, repurchases may be made at management's discretion from time to time on the open market, through privately negotiated transactions and through Rule 10b5-1 plans and at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company's financial performance. The Share Repurchase Program has no termination date and may be suspended for periods, amended or discontinued at any time. Any shares acquired by the Company through the Share Repurchase Program will be available for general corporate purposes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description of Document 2.1 Asset Purchase Agreement, dated as ofMay 29, 2021 , by and betweenFireEye, Inc. andPolaris Buyer LLC .* 99.1 Press Release datedJune 2, 2021 . 99.2 Financial Overview Portion of Investor Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*The schedules and other attachments to this exhibit have been omitted. The
Company agrees to furnish a copy of any omitted schedules or attachments to the
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