Item 1.01 Entry into a Material Definitive Agreement
On
As consideration for the Merger, at the Closing, the Company will deliver to
those persons set forth in the Merger Agreement an aggregate cash payment of
Effective upon Closing, the Company shall enter into employment agreements with certain key executives of Rebel AI. Further, each of the principal Rebel AI stockholders has agreed to enter into a noncompetition agreement with the Company. Effective upon the Closing, all stock options of Rebel AI outstanding, whether or not exercisable, whether or not vested as of the Closing, which are outstanding immediately prior to the Closing and have not been exercised in connection with the Closing shall be terminated.
The Merger Agreement contains standard representations, warranties, covenants, indemnification and other terms customary in similar transactions. Among the covenants set forth in the Agreement, neither Rebel AI nor any of its representatives may participate in any communications or negotiations with, or provide any non-public information to, any person or entity with respect to any potential acquisition transaction or enter into any agreement with respect to such a transaction.
Consummation of the Merger is subject to various closing conditions, including, without limitation, (i) receipt of the Rebel AI stockholder approval, (ii) the absence of any injunction, judgment or ruling preventing the consummation of the Merger; (iii) the accuracy of the representations and warranties made by the Parties immediately prior to Closing; (iv) the performance by the parties in all material respects of their covenants, obligations and agreements under the Agreement; (v) the absence of any material adverse effect with respect to the businesses and operations of the Company or Rebel AI; and (vi) the completion and delivery of audited financial statements of Rebel AI to the Company.
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The Agreement contains customary termination rights for the Parties, including:
(i) by mutual consent of the Company and Rebel AI; (ii) by the Company or the
Rebel AI, upon a material breach of any representation, warranty, covenant, or
agreement on the part of any other Party, as set forth in the Agreement; (iii)
by either the Company or Rebel AI, if there is any decree, judgment, injunction,
or other order of any governmental entity that is final and non-appealable and
that prevents the consummation of the Merger; or (iv) by either the Company or
the Rebel AI if the Closing shall not have occurred on or before
The foregoing summary of the terms of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the document, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K ("Current Report").
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger by and amongLogiq, Inc. , RAI AcquisitionSub, Inc. ,Rebel AI, Inc , andEmmanuel Puentes , dated as ofMarch 3, 2021 . - 2 -
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