RE: Olde School .17 Dec 2020 09:58
denzal: see https://melodyvr.group/wp-content/uploads/2020/12/Admission-Document.pdf
RISKS RELATING TO THE ACQUISITION
Conditionality of the Acquisition
Completion of the Acquisition is subject to the satisfaction (or waiver, where applicable) of a number
of conditions, including, among other things:
* the Admission;
* consents, waivers or approvals of certain third parties, including Rhapsody’s lenders;
* various representations and warranties of the parties continuing to true and correct as of
completion;
* no material adverse event having occurred in relation to Rhapsody or its business;
* Rhapsody’s net working capital de!cit not having increased by more than 20% since the
effective date of the Merger Agreement;
* employment agreements having been agreed and executed with senior managers of
Rhapsody; and
* the requisite majority of the Company’s shareholder having approved the Merger Agreement
and the Acquisition;
* absence of any litigation or governmental action or order seeking to prohibit all or any material
portion of the transactions contemplated by the Merger Agreement.
Although certain of these conditions precedent may be waived by the applicable parties, there is no
guarantee that any such waiver will be granted. There is no assurance that the conditions precedent
will be satis!ed (or waived, if applicable), and in the event of a failure of one or more conditions to
be satis!ed or waived, the Acquisition will not complete.
Litigation
Plaintiffs alleged Rhapsody unlawfully