Item 1.01. Entry into a Material Definitive Agreement.
On
The purchase price payable by the Purchaser under the Purchase Agreement is
The Board of Directors of the Company appointed the Audit Committee and
delegated the power, authority and discretion of the Board of Directors to
evaluate, assess and negotiate on its behalf the transactions contemplated by
the Purchase Agreement. The Audit Committee is comprised solely of directors who
are independent of the management of Blue Marble, the Blue Marble Equity holders
and the Company.
The foregoing description of the Purchase Agreement 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 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Purchase Agreement is not intended to provide any other factual information about the Acquisition. The representations, warranties, and covenants contained in the Purchase Agreement were made solely for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. In addition, certain representations and warranties may be subject to a contractual standard of materiality different from those generally applicable to investors and may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, Blue Marble or any of their respective subsidiaries, affiliates or businesses.
Item 8.01. Other Events
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Equity Purchase Agreement, dated as ofAugust 31, 2021 , amongPaylocity Corporation ,Blue Marble Payroll, LLC and the Equityholders party thereto.* Press Release issued byPaylocity Holding Corporation on September 99.1 1, 2021. 104 Cover Page Interactive Data File (formatted as Inline XBRL)
*Certain exhibits and schedules have been omitted in accordance with Regulation
S-K Item 601(a)(5). The Company agrees to furnish to the
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