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From time to time, we may be subject to legal proceedings and claims that arise in the search for a potential target business.
−Removed: As of the date of this Form 10-Q, and in connection with the Brivo Business Combination, we have received two demand letters by purported stockholders of Crown.
−Removed: On January 4, 2022, we received a demand letter by a purported stockholder of Crown.
+Added: As of the date of this Form 10-Q, and in connection with the Brivo Business Combination, we have received two demand letters by purported shareholders of Crown.
+Added: On January 4, 2022, we received a demand letter by a purported shareholder of Crown.
The demand letter alleges, among other things, that our board of directors violated certain sections of the Exchange Act by authorizing the filing of a materially incomplete and misleading registration statement with the SEC.
The demand letter seeks, among other things, that we provide additional disclosures related to the Brivo Business Combination.
−Removed: On January 14, 2022, we received a demand letter by a purported stockholder of Crown.
−Removed: The demand letter alleges, among other things, that we filed a registration statement that omits material information with respect to the Brivo Business Combination.
+Added: On January 14, 2022, we received a demand letter by a purported shareholder of Crown.
+Added: The demand letter alleges, among other things, that we filed a registration statement (the “Registration Statement”) that omits material information with respect to the Brivo Business Combination.
The demand letter seeks, among other things, that we provide additional disclosures related to the Brivo Business Combination.
−Removed: On June 27, 2022, we received a demand letter by a purported stockholder of Crown.
+Added: On June 27, 2022, we received a demand letter by a purported shareholder of Crown.
The demand letter alleges, among other things, that the Registration Statement fails to disclose material information regarding the Brivo Business Combination.
The demand letter seeks, among other things, that we provide additional disclosures related to the Brivo Business Combination.
−Removed: We believe that the claims asserted in these demand letters are without merit and intends to defend vigorously against all claims asserted.
−Removed: Given the termination of the Business Combination Agreement, we believe these claims in the demand letters are now moot.
−Removed: On August 10, 2022, we received a notice of election from Brivo, notifying us that Brivo has elected to terminate the Business Combination.
+Added: We believe that the claims asserted in these demand letters are without merit and are no longer relevant given the termination of the Business Combination Agreement.
+Added: On August 10, 2022, we received a notice of election from Brivo, notifying us that Brivo had elected to terminate the Business Combination.
As a result of such election, the Business Combination was immediately terminated.
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Drako, the Chairman of the board of directors of Brivo, breached the Stockholder Support Agreement (as defined in the Business Combination Agreement), in each case, including breaching their respective obligations not to take certain actions in connection with a Company Acquisition Proposal (as defined in the Business Combination Agreement).
−Removed: We intend to vigorously pursue its remedies.
+Added: Following a confidential settlement arrangement, we are no longer pursuing any remedies in connection with the termination of the Brivo Business Combination.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.