Item 1.01. Entry into a Material Definitive Agreement.
On
The SPA contains representations, warranties and covenants that are customary for a transaction of this nature.
The transaction is subject to customary closing conditions, including approvals
under the Hart-Scott-Rodino Antitrust Improvements Act (HSR),
The foregoing description of the SPA is a summary and should not be read alone
but should instead be read in conjunction with the other information that is or
will be contained in, or incorporated by reference into, the periodic reports
and other documents that the Company has filed or will file with the
Forward-looking Statements
This current report on Form 8-K (this "Report") contains forward-looking statements and cautionary statements within the meaning of the Private Securities Litigation Reform Act of 1995. Some of the forward-looking statements can be identified by the use of forward-looking terms such as "believes," "expects," "may," "will," "shall," "should," "would," "could," "seeks," "aims," "strives," "targets," "projects," "intends," "plans," "estimates," "anticipates" or other comparable terms. Forward-looking statements include, without limitation, all matters that are not historical facts. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if future performance and outcomes are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods. New factors emerge from time to time that may cause our business not to develop as we expect, and it is not possible for us to predict all of them. Factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation: the expected timing and likelihood of the completion of the contemplated sale of our GES business, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals that could cause the parties to abandon the transaction; the Company's and its parent's ability to successfully deploy and otherwise utilize the proceeds from the transaction; any litigation that may arise in connection with the transaction; and the occurrence of any event, change or other circumstances that could give rise to the termination of the SPA.
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