ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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Under the terms and conditions of the Agreement, the aggregate consideration to
be paid to the Sellers in the transaction will consist of
The Company and the Sellers have each made customary representations and warranties and agreed to customary covenants in the Agreement. At closing, the Company will obtain a representation and warranty insurance policy to insure against certain losses arising from breaches of, or inaccuracies in, the representations and warranties of the Sellers in the Agreement. Except with respect to losses arising from any breach of any Fundamental Representations (as defined in the Agreement), Extended Representations (as defined in the Agreement) or in the event of fraud, and subject to an indemnity escrow and continuing indemnification obligations with respect to certain customary matters, including, among others, certain tax matters, the Company will not have recourse against the Seller Parties after the closing date with respect to breaches of the Seller Parties' or the Company's representations and warranties in the Agreement.
The transaction is subject to the satisfaction or waiver of customary closing conditions, including, among others, (a) the accuracy of the representations and warranties of each party (subject to specified materiality standards), (b) compliance by each party in all material respects with their respective agreements, covenants and obligations, (c) the entry into employment agreements with certain agreed executives of Equimine, and (d) the receipt of certain third party consents.
In addition, the Agreement includes customary covenants for a transaction of this sort, including a five-year non-solicitation covenant of the Seller Parties with respect to certain employees or independent contractors and customers of Equimine and a five-year non-competition agreement not to engage in or with any business engaged directly or indirectly in the business of Equimine as currently conducted.
The representations, warranties, and covenants contained in the Agreement have
been made solely for the benefit of the parties thereto. In addition, such
representations, warranties, and covenants (a) have been made only for purposes
of the Agreement, (b) are subject to certain materiality qualifications
contained in the Agreement which may differ from what may be viewed as material
by investors, (c) were made only as of the date of the Agreement or as of the
prospective closing date or such other date as is specified in the Agreement,
and (d) have been included in the Agreement for the purpose of allocating risk
among the contracting parties rather than establishing matters as fact.
Accordingly, the Agreement is included with this filing only to provide
investors with information regarding the terms of the Agreement, and not to
provide investors with any other factual information regarding the parties
thereto or their respective businesses. Investors should not rely on the
representations, warranties, and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of the parties to
the Agreement or any of their respective subsidiaries or affiliates. Moreover,
information concerning the subject matter of the representations and warranties
may change after the date of the Agreement, which subsequent information may or
may not be fully reflected in the Company's public disclosures. The Agreement
should not be read alone, but should instead be read in conjunction with the
other information regarding the Company that is or will be contained in, or
incorporated by reference into, the Company's Proxy Statement, Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, and other documents that the Company
files with the
The foregoing description of the Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Agreement attached hereto as Exhibit 10.1.
ITEM 8.01. OTHER EVENTS.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS Exhibit No. Description 10.1 Stock Purchase Agreement, dated as ofNovember 12, 2021 , by and amongStewart Information Services Corporation , Equimine, the shareholders of Equimine set forth on the signature page thereto, andNedal Makarem , as an individual and in the capacity of the Seller Representative thereunder.* 99.1 Press release ofStewart Information Services Corporation November 12, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Annexes, schedules and certain exhibits have been omitted pursuant to Item
601(a)(5) of
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