ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On
Under the terms of the Purchase Agreement, EMCORE paid approximately
The Purchase Agreement contains certain representations, warranties, covenants and indemnification provisions, including for breaches of covenants and for losses resulting from KVH liabilities specifically excluded from the Transaction. In connection with its entry into the Purchase Agreement, EMCORE obtained a customary representations and warranties insurance policy as recourse for certain losses arising out of breaches of representations and warranties of KVH set forth in the Purchase Agreement.
KVH has agreed that, for the period commencing on the date of closing until the five-year anniversary thereof, neither KVH nor any of its affiliates will, directly or indirectly, compete with the business related to the development, engineering, manufacturing, marketing, distribution or sale of navigations sensors and systems or inertial sensors and systems for defense or commercial applications (including self-driving vehicles), as operated by KVH as of immediately prior to the closing, subject to certain limitations. KVH has also agreed that, for a period of 24 months after the closing, neither KVH nor any of its affiliates will, directly or indirectly, solicit to employ or employ any employee of EMCORE or any employee transferred to EMCORE as part of the Transaction.
The above description of the Purchase Agreement is a summary only and is qualified in its entirety by the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Purchase Agreement governs the contractual rights between the parties in relation to the Transaction. The Purchase Agreement has been filed as an exhibit to this Current Report on Form 8-K to provide investors with information regarding the terms of the Transaction and is not intended to modify or supplement any factual information about either of the parties. The terms of the Purchase Agreement govern the contractual rights and relationships, and allocate risks, among the parties in relation to the transactions contemplated by the Purchase Agreement. In particular, the assertions embodied in the representations and warranties in the Purchase Agreement reflect negotiations between, and are solely for the benefit of, the parties thereto and may be limited, qualified or modified by a variety of factors, including subsequent events, information included in public filings,
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disclosures made during negotiations, correspondence between the parties and in confidential disclosure schedules to the Purchase Agreement. These representations and warranties may be subject to qualifications with respect to knowledge and materiality that are different from those applicable to disclosures made to public investors. Moreover, certain representations and warranties in the Purchase Agreement were used for the purpose of allocating risk between the parties rather than establishing matters as facts and may not describe the actual state of affairs at the date they were made or at any other time. Accordingly, you should not rely on the representations and warranties in the Purchase Agreement as characterizations of the actual state of facts about either the parties.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro forma financial information.
KVH anticipates that it will file any pro forma financial statements required by
Rule 8-05 with respect to the disposition of the Business described in Item 2.01
of this Current Report on Form 8-K on or before
(d) Exhibits. Exhibit No. Description 2.1* Asset Purchase Agreement dated as ofAugust 9, 2022 by and betweenKVH Industries, Inc. , EMCORE Corporation andDelta Acquisition Sub, Inc. ____________
* The disclosure schedules and exhibits referenced in the Asset Purchase
Agreement have been omitted pursuant to Item 601(a)(5) of SEC Regulation S-K.
KVH hereby agrees to furnish a copy of any omitted disclosure schedule or
exhibit to the
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