WIDEOPENWEST, INC. : conclusion of a material definitive agreement, other events, financial statements and exhibits (Form 8-K)
Item 1.01 Conclusion of a Material Definitive Agreement.
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limited liability company,
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Both transactions are expected to close in the second half of 2021. The closing of each transaction is subject to certain regulatory reviews and approvals and the satisfaction of other customary closing conditions.
The foregoing descriptions of the Atlantic Purchase Agreement and the Astound Purchase Agreement (collectively, the âPurchase Agreementsâ) do not purport to be complete and each is qualified in its entirety by reference to the full text of the applicable Purchase Agreement. , which is attached hereto. as Exhibits 10.1 and 10.2, respectively to this current report on Form 8-K and incorporated herein by reference. Each of the Atlantic and Astound purchase agreements has been included to provide Company shareholders with information regarding its terms. It is not intended to provide other information about the Company or the respective buyers or their respective subsidiaries and affiliates. The purchase contracts contain the usual representations and warranties of each of the Company and the respective buyers. These representations and warranties have been made solely for the benefit of the parties to the purchase contracts and (i) may have been used for the purposes of allocating risk between the respective parties rather than establishing facts as facts, (ii ) may have been qualified in the Purchase Contracts by confidential disclosure schedules that have been provided by and between the parties in connection with the signing of the purchase agreements, which disclosure schedules may contain information that modifies, qualifies and create exceptions to the representations, warranties and commitments set out in purchase agreements, (iii) may be subject to a contractual standard of materiality applicable to the parties which differs from what a shareholder may consider material and (iv) may have been made only on the date of the applicable purchase contract or on another date or dates which may be specified in the purchase contracts, and the information c on the subject of the representation The terms and guarantees may change after the date of the Purchase Agreements, with subsequent information may or may not be fully reflected in the Company’s public disclosures, if applicable. Accordingly, shareholders should not rely on any representations and warranties or any description thereof as characterizations of the actual state of affairs or condition of the Company or the respective purchaser or their subsidiaries. and respective affiliates.
Item 8.01 Other Events.
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Certain statements in this current Report on Form 8-K that are not historical fact contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent our goals, beliefs, plans and expectations regarding our future prospects and other future events. Forward-looking statements include all statements that are not historical fact and can be identified by words such as “may”, “intention”, “could”, “will”, “should”, “could”, ” could “,” could “,”, “” expect “,” believe “,” estimate “,” plan “,” project “,” predict “,” potential “or the negative of these terms. forward-looking statements reflect our good faith belief and reasonable judgment based on current information, such statements are qualified by important factors, many of which are beyond our control and which could cause our actual results to differ materially from those of Forward-looking statements. Regarding statements These factors and other risks that could cause our actual results to differ materially are described in the section entitled âRisk Factorsâ of our annual report filed on the form. 10-K from
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Item 9.01 Financial Statements and Exhibits. Exhibit Description No. 10.1* Atlantic Purchase Agreement, datedJune 30, 2021 10.2* Astound Purchase Agreement, datedJune 30, 2021 99.1 Press Release datedJune 30, 2021 104 Cover Page Interactive Data File (formatted as inline XBRL)
* Annexes and some parts omitted in accordance with Article 601 (a) (5) of Regulation SK.
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