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8-K Material Agreement

Yes, yes. Trigger events apply to issuers and subsidiaries. For example, the entry of a subsidiary into a final agreement on a non-usual rate, which is relevant to the issuer, is subject to a reporting obligation in point 1.01. Yes, yes. If the termination is received under the terms of the contract, Form 8-K is required. See instructions 2 for point 1.02. When point 1.01 is triggered, the registrant is required to submit an 8-K form within four business days of the end of the contract, containing specific information about the sales contract (including the essential terms of the agreement). In addition, the registrant is required to submit the agreement, either as an excerpt from Form 8-K or as an copy of the periodic report on the period during which the agreement is concluded. No no. If an agreement is essential to the issuer, but was not essential to the issuer when it entered into or amended the agreement, the issuer is not required to file a Form 8-K at point 1.01, unless that agreement is essential to the issuer at the time of the amendment to that agreement.

In any event, the issuer must present the agreement as an exposure image for the periodic report on the reference period during which the agreement became essential if, at any time, the agreement was essential to the issuer during that period. Section 1.01 of Form 8-K requires publicity when a registrant enters into a “substantial final agreement” outside of the ordinary activity. In the context of an acquisition, this could, in most cases, result from the execution of the final acquisition agreement (instead of a letter of intent or a term sheet). If an acquisition is significant for a filer but is not triggered in point 2.01, the registrant may have a disputed judgment as to whether the acquisition agreement should trigger a notification pursuant to Section 1.01 of Form 8-K. Relevant factors may be: Section 18 of the Exchange Act imposes liability for essential inaccuracies or omissions contained in reports and other information submitted to the SEC.