Item 1.01 Entry into a Material Definitive Agreement.
On
The Agreement is subject to the terms and conditions of the Plan of Arrangement,
attached to the Agreement as Schedule A ("Plan"), which Plan made in accordance
with Section 182 of the Ontario Business Corporations Act, which requires a
court order approving the Plan. Further, to finance the acquisition of Mimi's,
which amount shall be paid in all cash, the Company's principal bank,
Covenants
Each party has agreed to, among other things as set forth in the Agreement, use all commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order (as defined in the Agreement) and Final Order (as defined in the Agreement), applicable to it and comply promptly with all requirements imposed by law on it or its subsidiaries with respect to the Agreement. Further, the Company has agreed to use commercially reasonable efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the proceeds of the Debt Financing prior to the consummation of the transaction.
Conditions to
The obligations of the Company and Mimis to consummate the Acquisition are subject to certain closing conditions, including, but not limited to, (i) the taking of all steps set forth in the Interim Order and Final Order; (ii) the approval of Mimi's shareholders, and (iii) receipt of any necessary regulatory approvals.
Termination Fee
In the event of a termination of the Agreement, Mimis will pay to the Company a
termination fee of: (A) CAD
The foregoing description of the Agreement is subject to and is qualified in its
entirety by reference to the full text of the Agreement, a copy of which is
included as Exhibit 2.1 hereto, and the terms of which are incorporated herein
by reference. The Agreement contains representations, warranties and covenants
of each of the parties thereto that are customary for transactions of this type,
and such representations, warrants, and covenants were made to each other as of
the date of the Agreement or other specific dates. The assertions embodied in
those representations, warranties and covenants were made for purposes of the
contract among the respective parties and are subject to important
qualifications and limitations agreed to by the parties in connection with
negotiating the Agreement. The Agreement will be filed to provide investors with
information regarding its terms. It is not intended to provide any other factual
information about the parties to the Agreement. In particular, the
representations, warranties, covenants and agreements contained in the
Agreement, which were made only for purposes of the Agreement and as of specific
dates, were solely for the benefit of the parties to the Agreement, may be
subject to limitations agreed upon by the contracting parties (including being
qualified by confidential disclosures made for the purposes of allocating
contractual risk between the parties to the 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, security holders and reports and documents filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description Number 2.1 Arrangement Agreement amongFitLife Brands Inc. , 1000374984 Ontario Inc., and Mimi'sRock Corp , datedDecember 4, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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