Item 2.01 Completion of Acquisition or Disposition of Assets
On
The foregoing description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the Purchase
Agreement, which was filed as an exhibit by an amendment to the Current Report
on Form 8-K filed with the
Cautionary Note Regarding the Purchase Agreement
The Purchase Agreement will provide investors and security holders with information regarding its terms and conditions and is not intended to provide any factual information about the Company or Lucky. In particular, the assertions embodied in the representations and warranties contained in the Purchase Agreement are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with the signing of the Purchase Agreement. Moreover, certain representations and warranties in the Purchase Agreement were used for the purpose of allocating risk, rather than establishing matters as facts. Accordingly, investors and security holders should not rely on the representations and warranties in the Purchase Agreement as characterizations of the actual state of facts, since they were made only as of the date of the Purchase Agreement and are modified in important part by the underlying confidential disclosure schedules. In addition, the representations and warranties, covenants and other terms of the Purchase Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties, covenants and other terms may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
Cautionary Statements
This filing and the exhibit attached hereto contain forward-looking statements that involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of the Company and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including the expected benefits and costs of the Acquisition.
Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of businesses acquired
As permitted by Item 9.01(a)(4) of Form 8-K, the Company will, if required, file the financial statements required by Item 9.01(a)(1) of Form 8-K pursuant to an amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date this Form 8-K must be filed.
(b) Pro form financial statements
As permitted by Item 9.01(b)(2) of Form 8-K, the Company will, if required, file the financial information required by Item 9.01(b)(1) of Form 8-K pursuant to an amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date this Form 8-K must be filed.
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(c) Shell company transactions
Not applicable. (d) Exhibits
2.1 Purchase Agreement dated
Exhibit 10.1 to the Current Report on Form 8-K/A (File No. 001-33045) filed byICF International, Inc. onDecember 13, 2021 , as amended by the amendment to the Current Report on Form 8-K/A filed onDecember 17, 2021 )
99.1 Press Release dated
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules and similar attachments to the Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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