Forward Air amends lock-up provisions in Omni acquisition to allow pre-closing share purchases by IRA Holder Parties

FORWARD AIR CORP

Amendment to Investor Rights Agreement excludes shares acquired by IRA Holder Parties prior to Closing from lock-up restrictions.
Change prompted by certain IRA Holder Parties and affiliates expressing interest in buying FWRD common stock in the open market before deal closes.
Other terms of shareholder arrangements, including standstill restrictions, remain unchanged.
Parent states amendment is in best interests of all shareholders given trading activity since August 10 announcement.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

FORWARD AIR CORP amended Investor Rights Agreement with IRA Holder Parties valued at amendment to form of Investor Rights Agreement to exclude equity securities acquired prior to consum (effective 2023-08-28).

Action: amendment
Counterparty: IRA Holder Parties
Value: amendment to form of Investor Rights Agreement to exclude equity securities acquired prior to consum
Effective: 2023-08-28

Exact text from the filing

On August 28, 2023, Parent agreed to amend the form of the Investor Rights Agreement with regard to the lock-up restrictions contained therein to exclude equity securities of Parent acquired by IRA Holder Parties prior to the consummation of the Transactions.

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Source: SEC EDGAR

accession 0001628280-23-031286

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