Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Share Purchase Agreement
Under the terms of the Agreement, the total consideration for the transaction
will be
The foregoing summary of the Agreement and the transaction contemplated do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Agreement which is attached to this report as Exhibit 10.1 and incorporated herein by reference.
Information regarding the Agreement has been provided solely to inform the Company's shareholders and investors of its terms. The representations, warranties and covenants contained in the Agreement were made only for purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Agreement and may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate. In addition, such representations, warranties and covenants may have been qualified by certain disclosures not reflected in the text of the Agreement, and may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company. Such shareholders and investors are not third-party beneficiaries under the Agreement and 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 Company, Dorner, or any of their respective subsidiaries or affiliates.
Debt Commitment Letter
In connection with the execution of the Agreement, the Company entered into a
commitment letter (the "Debt Commitment Letter") with
The First Lien Facilities of
The foregoing description of the Debt Commitment Letter is not complete and is qualified in its entirety by reference to Debt Commitment Letter, which is attached to this report as Exhibit 10.2 and incorporated herein by reference.
Item 7.01 REGULATION FD DISCLOSURE.
On
Company management also hosted a conference call to discuss this transaction on
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The information in this Current Report furnished pursuant to Item 7.01 and 9.01 shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. This information shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this Current Report in not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this Current Report contains is material investor information that is not otherwise publicly available.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. EXHIBIT DESCRIPTION NUMBER 10.1 Definitive Purchase Agreement datedMarch 1, 2021 10.2 Debt Commitment Letter, datedMarch 1, 2021 99.1 Press Release datedMarch 1, 2021 99.2 Teleconference slides datedMarch 1, 2021 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
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