Item 1.01 Entry into a Material Definitive Agreement.
The board of directors of the Company has approved the Purchase Agreement and the sale of the MDMS Business (the "Sale").
The Purchase Agreement includes customary representations, warranties and covenants by the parties. The Company has agreed, among other things, to operate the MDMS Business in the ordinary course until the Sale is consummated. The Company has also agreed not to solicit or initiate discussions with third parties regarding other proposals to acquire the MDMS Business. The Purchase Agreement also provides that the Buyer will offer employment to certain of the Company's MDMS Business employees at closing. The Purchase Agreement further provides that
Consummation of the Sale is subject to various customary closing conditions, including: (i) the absence of any order, decree, injunction, or law enjoining or prohibiting the Sale, (ii) the accuracy of the representations and warranties made by the parties and (iii) the performance by the parties in all material respects of their covenants, obligations and agreements under the Purchase Agreement, including obtaining certain third party consents to assignment, including consent to the assignment of the lease for the Company's facilities in
Subject to certain exceptions and limitations, either party may terminate the Purchase Agreement if the Sale is not consummated by
In connection with the Sale, the parties also agreed to enter, at closing, into several ancillary and related agreements, including a transition services agreement designed to facilitate the transition of the MDMS Business to the Buyer and minimize disruptions to the Company's retained businesses, and an intellectual property license agreement, which will permit Buyer to use certain intellectual property owned by the Company and will permit the Company to use certain intellectual property to be owned by the Buyer following the Sale.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.