Item 1.01 - Entry into a Material Definitive Agreement.
On
The Acquisition is valued at approximately
The Purchase Agreement contains customary representations and warranties as well as covenants by each of the parties. The representations and warranties contained in the Purchase Agreement, other than certain fundamental representations and warranties, will not survive the closing of the Acquisition, and the Company's primary recourse with respect to damages resulting from a breach of such representations and warranties of the Sellers will be against a representations and warranties insurance policy issued to the Company in connection with the consummation of the Acquisition. The Purchase Agreement also contains certain limited indemnification obligations of the parties, including with respect to breaches of the parties' respective covenants required to be performed following consummation of the Acquisition.
Completion of the Acquisition will be subject to the satisfaction or waiver of certain closing conditions, including, among others, the continued accuracy of representations and warranties made by the parties to the Purchase Agreement, the performance in all material respects of obligations required to be performed under the Purchase Agreement, the absence of any applicable court or governmental order preventing or prohibiting completion of the Acquisition and receipt of required governmental approvals. There can be no assurance that the conditions to closing the Acquisition will be satisfied or waived or that other events will not intervene to delay or result in the failure to close the Acquisition.
The Purchase Agreement is not intended to provide any other factual, business or operational information about the parties thereto. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such Purchase Agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including, to the extent agreed by the parties, being qualified by disclosures: (i) exchanged between the parties in connection with the execution of the Purchase Agreement and (ii) contained in the disclosure schedules to the Purchase Agreement. The representations and warranties may have been made for the purpose of allocating contractual risk among the parties to the Purchase Agreement based on the relative knowledge of the parties and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and shareholders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances. Moreover, information concerning the subject matter of such representations and warranties 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.
The foregoing summary of the Purchase Agreement and the Acquisition contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Item 3.02 - Unregistered Sales of
As described above, pursuant to the terms and subject to the conditions of the
Purchase Agreement, upon consummation of the Acquisition, certain Sellers may
receive Acquisition Shares as partial consideration for the Acquisition.
Pursuant to the Purchase Agreement, the Company may issue approximately 5.9
million Acquisition Shares (using the average closing price of the Company's
shares of common stock over the twenty (20) trading day period ending on
The Acquisition Shares will be issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the private offering exemption provided by Section 4(a)(2) because the transaction does not involve a public offering. In connection with such issuance, the Company has agreed that at, or following the Acquisition, the Acquisition Shares will be added to the Company's existing automatic shelf registration statement on Form S-3 and the Company will file a prospectus supplement in respect thereof under Rule 424(b)(7) of the Securities Act. Certain Sellers have agreed to lock-up provisions restricting their ability to sell the Acquisition Shares, subject to certain limited exceptions set forth in the Purchase Agreement, until the earlier of (i) the three (3) year anniversary of the consummation of the Acquisition and (ii) the termination of such Seller's employment with the Target under certain circumstances.
The disclosure relating to the Acquisition Shares in Item 1.01 of this Current Report is incorporated herein by reference.
Item 7.01 - Regulation FD Disclosure.
On
The information in this report is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in this report shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically incorporated by reference into any such filing. This report will not be deemed an admission as to the materiality of any information in this report that is disclosed in accordance with Regulation FD.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Share Purchase Agreement, dated as ofFebruary 10, 2021 , by and among the Company, the Buyer and the Sellers 99.1 Press Release datedFebruary 9, 2021 announcing the Acquisition 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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