Item 1.01. Entry into a Material Definitive Agreement.
On
The Purchase Agreement includes customary representations and warranties, as
well as certain covenants, including, among other things, that: (i)
The consummation of the transactions contemplated by the Purchase Agreement (the
"Closing") is subject to customary conditions and other closing conditions, such
as the accuracy of representations and warranties and material performance of
covenants. The Purchase Agreement contains indemnification rights for each of
The above description of the Purchase Agreement 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 will be filed with the Company's Quarterly Report on
Form 10-Q for the period ending
The representations, warranties, and covenants contained in the Purchase
Agreement have been made solely for the purposes of the Purchase Agreement and
as of specific dates; were solely for the benefit of the parties to the Purchase
Agreement; are not intended as statements of fact to be relied upon by the
parties' stockholders or other security holders, but rather as a way of
allocating the risk between the parties in the event the statements therein
prove to be inaccurate; have been modified or qualified by certain confidential
disclosures that were made between the parties in connection with the
negotiation of the Purchase Agreement, which disclosures are not reflected in
the Purchase Agreement itself; may no longer be true as of a given date; and may
apply standards of materiality in a way that is different from what may be
viewed as material by stockholders or other security holders. Except as
specifically set forth in the Purchase Agreement, security holders are not
third-party beneficiaries under the Purchase Agreement and should not rely on
the representations, warranties, and covenants or any descriptions thereof as
characterizations of any actual state of facts or of the condition of
Item 7.01. Regulation FD Disclosure.
On
The information contained in this Item 7.01, including Exhibit 99.1 hereto, 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 under Section 18. Furthermore, the
information contained in this Item 7.01, including Exhibit 99.1 hereto, shall
not be deemed to be incorporated by reference into
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, based on
management's current assumptions and expectations of future events and trends,
which affect or may affect the Company's business, strategy, operations or
financial performance, and actual results may differ materially from those
expressed or implied in such statements due to numerous risks and uncertainties.
Forward-looking statements are made only as of the date of this Current Report
on Form 8-K. The words ''believe,'' ''may,'' ''might,'' ''could,'' ''will,''
''aim,'' ''estimate,'' ''continue, ''anticipate,'' ''intend,'' ''expect,''
''plan,'' ''position," or the negative of those terms, and similar expressions
that convey uncertainty of future events or outcomes are intended to identify
estimates, projections and other forward-looking statements. Forward-looking
statements may include information concerning the timing of the anticipated
transaction and when and whether the anticipated transaction ultimately will
close. Such statements are subject to risks and uncertainties, including the
occurrence of any event, change or other circumstance that could give rise to
the termination of the Purchase Agreement; the failure to satisfy any of the
conditions to the completion of the proposed transaction; the effect of the
announcement of the proposed transaction on the ability of
--------------------------------------------------------------------------------
generally; risks associated with the disruption of management's attention from
ongoing business operations due to the proposed transaction; the ability to meet
expectations regarding the timing and completion of the proposed transaction;
the scope and duration of the COVID-19 pandemic;
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
99.1 Press Release, datedMay 11, 2021 . 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
--------------------------------------------------------------------------------
© Edgar Online, source