Item 1.01. Entry into a Material Definitive Agreement.
On
The shares received by
The parties have made customary representations, warranties and covenants in the Exchange Agreement. In addition to certain customary closing conditions, the obligations of the Company to consummate the closing of the Exchange are subject to the satisfaction (or waiver by the Company), at or before the closing date, of certain conditions, including that (i) RFS will have provided to the Company audited financial statements for RFS for each of the two most recently ended fiscal years and unaudited financial statements for any other required interim periods (the "Financial Statements Closing Condition"), and (ii) the Company will have completed its due diligence review and examination of RFS to its satisfaction in its sole discretion (the "Due Diligence Closing Condition").
The Exchange Agreement may be terminated on or prior to the closing date of the Exchange:
(a) By the mutual written consent of all of the parties to the Exchange
Agreement;
(b) By the Company (i) if the closing conditions applicable to all parties and
applicable to the Company as set forth in the Exchange Agreement, including the Financial Statements Closing Condition and the Due Diligence Closing Condition, have not been satisfied or waived by the Company, which waiver the Company may give or withhold in its sole discretion, byMay 31, 2023 (the "Termination Date"); provided, however, that the Company may not terminate the Exchange Agreement if the reason for the failure of any such condition to occur was the breach of the terms of the Exchange Agreement by the Company; or (ii) if there has been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement of RFS orMr. Mort as set forth in the Exchange Agreement;
(c) By RFS and Mr. Mort acting together (i) if the closing conditions applicable
to all parties and applicable to RFS andMr. Mort have not been satisfied or waived by RFS andMr. Mort , which waiver RFS andMr. Mort may give or withhold in their sole discretion, by the Termination Date; provided, however, that RFS andMr. Mort may not terminate the Exchange Agreement if the reason for the failure of any such condition to occur was the breach of the terms of the Exchange Agreement by any of RFS orMr. Mort ; or (ii) if there has been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement of the Company as set forth in the Exchange Agreement;
(d) By any party to the Exchange Agreement, if a court of competent jurisdiction
or other governmental authority shall have issued an order or taken any other
action permanently restraining, enjoining or otherwise prohibiting the
transactions contemplated by the Exchange Agreement and such order or action
shall have become final and nonappealable; or
(e) By the Company, if the Company, in its sole discretion, at any time prior to
the closing of the Exchange determines that its due diligence review of RFS is not satisfactory to the Company.
The foregoing description of the Exchange Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the actual Exchange Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Description 10.1 Exchange Agreement, dated as ofJanuary 19, 2023 , by and among the registrant,RF Specialties LLC andKeith A. Mort . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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