Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed on
In connection with the signing of the Merger Agreement and as previously
disclosed, on
Termination of Merger Agreement, Subscription and Backstop Agreement, Sponsor Support Agreement and Holdings Subscription Agreement
On
As a result of the termination of the Merger Agreement, the Merger Agreement
will be of no further force and effect, subject to certain exceptions set forth
therein, and each of the Sponsor Support Agreement, the Subscription and
Backstop Agreement and the Holdings Subscription Agreement shall each
automatically terminate in accordance with its terms. The Company shall pay the
Termination Fee (as defined in the Merger Agreement) to MUDS, pursuant to
Sections 11.01(g) and 11.03(a) of the Merger Agreement and shall pay the
Subscriber Termination Adjustment (as defined in the Subscription and Backstop
Agreement) to
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of the Merger Agreement and Section 5.2 of the Subscription and Backstop
Agreement, in each case, upon the earlier of consummation of the transaction
with Signet or termination of the definitive transaction agreement between the
Company and Signet in accordance with the terms thereof. Pursuant to the Merger
Agreement, each of MUDS,
The foregoing descriptions of certain terms and provisions of the Merger
Agreement and the Subscription and Backstop Agreement do not purport to be
complete and are qualified in their entirety by the terms and conditions of the
full text of the Merger Agreement and the Subscription and Backstop Agreement,
which were previously filed as Exhibit 2.1 and Exhibit 10.1, respectively, to
the Current Report on Form 8-K filed with the
Forward-Looking Statements
This report contains forward-looking statements, including without limitation, forward-looking statements that represent opinions, expectations, beliefs, intentions, estimates or strategies regarding the future of MUDS and its affiliates, which may not be realized. Forward-looking statements can be identified by the words, including, without limitation, "believe," "anticipate," "continue," "estimate," "may," "project," "expect," "plan," "potential," "target," "intend," "seek," "will," "would," "could," "should," "forecast," or the negative or plural of these words, or other similar expressions that are predictions or indicate future events, trends or prospects but the absence of these words does not necessarily mean that a statement is not forward-looking. Any statements that refer to expectations, projections, indications of, and guidance or outlook on, future earnings, dividends or financial position or performance or other characterizations of future events or circumstances are also forward-looking statements.
All forward-looking statements are based on estimates and assumptions that are
inherently uncertain and that could cause actual results to differ materially
from expected results. Many of these factors are beyond MUD's ability to control
or predict. Factors that may cause actual results to differ materially from
current expectations include, but are not limited to, the risks and
uncertainties set forth in the sections entitled "Risk Factors" and "Cautionary
Note Regarding Forward-Looking Statements" in MUDS's Annual Report on Form 10-K
filed on
You are cautioned not to place undue reliance upon any forward-looking statements. Any forward-looking statement speaks only as of the date on which it was made, based on information available as of the date of this communication, and such information may be inaccurate or incomplete. MUDS undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Information regarding performance by, or businesses associated with, our management team or businesses associated with them is presented for informational purposes only. Past performance by MUDS's management team and its affiliates is not a guarantee of future performance. Therefore, you should not rely on the historical record of the performance of MUDS's management team or businesses associated with them as indicative of MUDS's future performance of an investment or the returns MUDS will, or is likely to, generate going forward.
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