Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the SPA, on
The SPA contains customary English warranties and covenants and customary indemnification obligations of Seller, subject to certain limitations and insurance caps.
The foregoing is qualified entirely by the complete terms of the SPA, filed herewith as Exhibit 2.1 and incorporated herein by this reference.
Item 2.01 Completion of an Acquisition or Disposition of Assets.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 7.01 Regulation FD Disclosure.
On
This information provided under this Section 7.01 is "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
2.1* Share Purchase Agreement, dated
Brophy,
sellers, and
99.1 Press release of
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in
Exhibit 101)
* Certain schedules to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
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