SEC reports clause: Copy, customize, and use instantly
Introduction
An SEC reports clause outlines the company’s obligations regarding the preparation and filing of reports with the U.S. Securities and Exchange Commission (SEC). It ensures that the company complies with applicable securities laws by submitting periodic reports, such as 10-Ks, 10-Qs, and 8-Ks, and provides shareholders with the necessary transparency regarding the company’s financial condition and operations.
Below are templates for SEC reports clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard SEC reports clause
This variation applies to agreements with standard SEC reporting obligations.
[Company Name] agrees to file all required reports with the U.S. Securities and Exchange Commission (SEC) as required under applicable securities laws. These reports will include, but are not limited to, the annual Form 10-K, quarterly Form 10-Q, and current reports on Form 8-K, as applicable. The company shall ensure that all filings are accurate and timely.
Timely SEC reports clause
This variation applies to agreements emphasizing timely filing of SEC reports.
[Company Name] shall ensure that all required SEC reports, including but not limited to the Form 10-K, Form 10-Q, and Form 8-K, are filed in a timely manner with the U.S. Securities and Exchange Commission. Any delay in filing shall be promptly communicated to all relevant stakeholders along with an explanation of the delay.
Material events reporting clause
This variation applies to agreements focused on reporting material events to the SEC.
[Company Name] agrees to file with the SEC all required reports on Form 8-K to disclose any material events, as defined by SEC regulations, within four business days of such events. Material events include but are not limited to changes in control, acquisitions, bankruptcies, and executive changes.
SEC filings accuracy and compliance clause
This variation applies to agreements ensuring SEC filing accuracy and compliance.
[Company Name] shall ensure that all SEC reports and filings, including the Form 10-K, Form 10-Q, and Form 8-K, are complete, accurate, and comply with all applicable rules and regulations of the SEC. The company shall implement necessary internal controls to ensure the accuracy and timeliness of its filings.
SEC report distribution clause
This variation applies to agreements that require the distribution of SEC filings to stakeholders.
[Company Name] shall provide copies of all SEC filings, including the annual Form 10-K, quarterly Form 10-Q, and any Form 8-K reports, to all shareholders within [specific number] days of filing. These documents shall be made available to stakeholders through [specific delivery method, e.g., email, company website].
Changes in SEC filing obligations clause
This variation applies to agreements that account for changes in SEC reporting requirements.
In the event that the SEC modifies its filing requirements or reporting obligations for public companies, [Company Name] shall promptly review and, if necessary, update its reporting procedures to ensure compliance with the new regulations. Any significant changes in filing requirements shall be communicated to the shareholders.
Financial statement inclusion in SEC reports clause
This variation applies to agreements requiring the inclusion of financial statements in SEC reports.
[Company Name] agrees to include audited financial statements in its Form 10-K and interim financial statements in its Form 10-Q filings with the SEC. The financial statements will be prepared in accordance with generally accepted accounting principles (GAAP) and audited by an independent auditor as required by the SEC.
SEC report access and review clause
This variation applies to agreements that provide access to SEC reports for review.
[Company Name] shall grant its shareholders and other relevant stakeholders access to its filed SEC reports, including Form 10-K, 10-Q, and 8-K, upon request. These reports will be available for review through the company’s investor relations website or upon written request to the company.
Audit committee responsibility for SEC reports clause
This variation applies to agreements assigning audit committee responsibility for SEC filings.
The audit committee of [Company Name] shall oversee the preparation and filing of all SEC reports, including the Form 10-K, Form 10-Q, and Form 8-K. The audit committee is responsible for ensuring that all SEC filings are complete, accurate, and filed in a timely manner in compliance with applicable regulations.
Confidential treatment of SEC filings clause
This variation applies to agreements allowing confidential treatment of certain SEC filings.
[Company Name] may request confidential treatment for certain information in its SEC filings, including Form 8-K and Form 10-Q, in accordance with SEC rules. If granted, confidential treatment will be maintained for a period as determined by the SEC, after which the information will be disclosed publicly.
SEC reporting for executive compensation clause
This variation applies to agreements requiring specific SEC reporting for executive compensation.
[Company Name] shall include all executive compensation disclosures in its SEC filings, including Form 10-K and Proxy Statements. The company agrees to comply with all SEC rules regarding the disclosure of executive compensation, including salaries, bonuses, stock options, and other forms of compensation.
SEC filing due diligence clause
This variation applies to agreements that require due diligence for SEC filings.
Prior to filing any reports with the SEC, [Company Name] shall conduct due diligence to ensure the accuracy and completeness of the information contained in its SEC filings, including the Form 10-K, 10-Q, and Form 8-K. The due diligence process shall include review by the company’s legal and financial advisors.
SEC filing amendments clause
This variation applies to agreements addressing the need for filing amendments to SEC reports.
If any material error or omission is discovered in a filed SEC report, [Company Name] agrees to file an amendment to the relevant report (e.g., Form 10-K, 10-Q, Form 8-K) with the SEC. The amendment shall be filed within [specific number] days of identifying the error or omission.
SEC filing extension clause
This variation applies to agreements permitting an extension for SEC filings.
In the event that [Company Name] is unable to file its SEC reports, including Form 10-K or Form 10-Q, within the required deadline, the company may request an extension from the SEC. The company shall promptly notify shareholders of the extension request and the new filing date.
SEC filing notification clause
This variation applies to agreements requiring notification of SEC filing submission.
Upon submission of any required SEC filing, [Company Name] shall notify all shareholders and stakeholders that the report has been filed. This notification will include a brief summary of the report and a link to the full document filed with the SEC.
SEC filing compliance monitoring clause
This variation applies to agreements that require monitoring of SEC filing compliance.
[Company Name] shall implement a system to monitor ongoing compliance with SEC filing requirements. The company will regularly review and assess the accuracy and timeliness of its filings to ensure compliance with SEC rules and regulations.
SEC report confidentiality exception clause
This variation applies to agreements addressing confidentiality exceptions for SEC reports.
The parties acknowledge that certain information contained in SEC filings, such as legal proceedings or financial data, may be confidential or sensitive. However, [Company Name] shall ensure that such information is disclosed in accordance with SEC requirements, even if it conflicts with confidentiality provisions in other agreements.
SEC report review by board clause
This variation applies to agreements requiring board review of SEC reports.
Prior to filing any SEC report, including Form 10-K, 10-Q, or Form 8-K, [Company Name] shall submit the draft filing to the board of directors for review. The board will review the filing to ensure all material information is disclosed and that the report complies with SEC regulations.
SEC reporting for material acquisitions clause
This variation applies to agreements requiring SEC reporting for material acquisitions.
In the event that [Company Name] enters into a material acquisition or merger, the company shall file the necessary disclosures with the SEC under Form 8-K. The company shall ensure that all required information, including financial statements and details about the transaction, are included in the filing.
SEC reporting for related-party transactions clause
This variation applies to agreements requiring SEC reporting for related-party transactions.
[Company Name] agrees to disclose all related-party transactions in its SEC filings, including but not limited to transactions with executives, shareholders, and affiliates. Such disclosures will be included in the Form 10-K, Form 10-Q, and any other relevant SEC filings.
SEC filing for restatement clause
This variation applies to agreements regarding restatements of previously filed SEC reports.
In the event of a restatement of financial statements or other material adjustments, [Company Name] shall file an amended Form 10-K or Form 10-Q with the SEC, as applicable. The company will notify shareholders of the restatement and the reasons for the revisions to the financial statements.
SEC filing for insider trading clause
This variation applies to agreements addressing insider trading disclosures.
[Company Name] agrees to comply with SEC regulations regarding insider trading and will ensure that any trades made by insiders (e.g., executives, directors) are properly reported in accordance with SEC rules. Relevant insider trading reports will be filed with the SEC on Form 4 and included in the company’s periodic filings.
SEC filing for capital raising activities clause
This variation applies to agreements requiring SEC reporting for capital raising activities.
In the event that [Company Name] engages in capital raising activities, such as a public offering or private placement, the company shall file the necessary registration statements and reports with the SEC. These filings will be made in compliance with all applicable SEC rules, including those related to disclosure of financial information.
SEC filing for executive resignations clause
This variation applies to agreements that require SEC filings for executive resignations.
If an executive officer or director resigns, is terminated, or otherwise experiences a change in their position, [Company Name] shall file a Form 8-K with the SEC disclosing the resignation and any associated material information. Shareholders will be notified of the filing immediately.
SEC filing for dividend declarations clause
This variation applies to agreements requiring SEC reporting for dividend declarations.
[Company Name] shall file a Form 8-K with the SEC in the event that the board of directors declares a dividend. The Form 8-K will disclose the dividend amount, payment date, and any other relevant terms of the dividend declaration.
SEC filings in connection with public offerings clause
This variation applies to agreements requiring SEC filings for public offerings.
If [Company Name] conducts a public offering of securities, it shall file all necessary registration statements, including Form S-1 or S-3, with the SEC. The company agrees to make all required disclosures and provide shareholders with the offering materials once the registration statement is declared effective.
SEC filing updates for ongoing regulatory changes clause
This variation applies to agreements addressing SEC filings in response to ongoing regulatory changes.
[Company Name] shall stay informed of any regulatory changes affecting its SEC filing requirements and will update its filings accordingly. Any significant changes in the company’s operations or financials that result from these regulatory changes will be disclosed in future SEC filings.
SEC report compliance with Sarbanes-Oxley Act clause
This variation applies to agreements ensuring compliance with the Sarbanes-Oxley Act for SEC filings.
[Company Name] agrees to comply with all provisions of the Sarbanes-Oxley Act, particularly regarding the accuracy and internal controls of its SEC filings. The company shall ensure that its internal audit processes and financial reporting systems comply with the Act’s requirements.
SEC filing in case of material litigation clause
This variation applies to agreements requiring SEC reporting in the event of material litigation.
In the event of material litigation or a significant legal claim, [Company Name] shall file a Form 8-K with the SEC to disclose the nature of the litigation and its potential financial impact. Any subsequent material developments will also be disclosed in additional filings as necessary.
SEC filing for changes in accounting principles clause
This variation applies to agreements requiring SEC reporting for changes in accounting principles.
[Company Name] agrees to file a Form 8-K with the SEC if there are any changes in its accounting principles or methods, including the adoption of new accounting standards or a change in how financial statements are prepared. The company will disclose the reasons for the changes and their potential impact on the company’s financial position.
SEC filing for material executive compensation changes clause
This variation applies to agreements requiring SEC reporting for changes in executive compensation.
In the event of any material changes to the compensation of the company’s executives or directors, including salary, bonuses, stock options, or other forms of compensation, [Company Name] shall file a Form 8-K with the SEC within [specific number] days of the change.
SEC filing for related-party transaction approval clause
This variation applies to agreements requiring SEC reporting for approval of related-party transactions.
[Company Name] shall file a Form 8-K with the SEC if any material related-party transaction is approved by the board of directors. The filing will include detailed information about the transaction, the parties involved, and the terms of the agreement.
SEC filing for financial restatement trigger clause
This variation applies to agreements requiring SEC filings if a financial restatement is triggered.
If [Company Name] is required to restate its financial statements due to an error, accounting correction, or regulatory requirement, the company will file a Form 8-K with the SEC within [specific number] days of the restatement trigger. The filing will include an explanation of the reasons for the restatement.
SEC filing for significant stock buybacks clause
This variation applies to agreements requiring SEC reporting for significant stock buybacks.
[Company Name] shall file a Form 8-K with the SEC if it initiates a significant stock buyback program, including the total amount of stock to be repurchased and the timeline for completion. Any material changes to the buyback program will also be disclosed in subsequent filings.
SEC filing for changes in auditors clause
This variation applies to agreements requiring SEC reporting for changes in auditors.
In the event of a change in [Company Name]’s independent auditor, the company shall file a Form 8-K with the SEC to disclose the change, including the reasons for the change and any disagreements between the company and the former auditor regarding accounting principles or practices.
SEC filing for changes in corporate governance structure clause
This variation applies to agreements requiring SEC reporting for changes in corporate governance.
[Company Name] shall file a Form 8-K with the SEC if there are any changes in its corporate governance structure, including the resignation or appointment of directors or executive officers, or the establishment of new governance committees. The company shall also disclose any changes in the terms of the governance policies.
SEC filing for non-compliance with regulations clause
This variation applies to agreements requiring SEC reporting for non-compliance with regulations.
In the event that [Company Name] is found to be in non-compliance with SEC regulations, the company shall file a Form 8-K to disclose the nature of the non-compliance, any corrective actions taken, and the potential impact on the company’s operations or financial position.
SEC filing for changes in tax status clause
This variation applies to agreements requiring SEC filing for changes in tax status.
If [Company Name] experiences any changes in its tax status, including the loss of tax-exempt status or a change in its tax reporting obligations, the company shall file a Form 8-K with the SEC to disclose these changes and their potential effects on the company’s financial condition.
SEC filing for material lawsuits or legal proceedings clause
This variation applies to agreements requiring SEC filings for material lawsuits or legal proceedings.
[Company Name] agrees to file a Form 8-K with the SEC in the event of the initiation or settlement of any material lawsuit or legal proceeding involving the company. The filing will include a description of the nature of the litigation, the parties involved, and the expected financial impact.
SEC filing for shareholder approval of major transactions clause
This variation applies to agreements requiring SEC filings for shareholder approval of major transactions.
[Company Name] shall file a Form 8-K with the SEC if a proposed major transaction, such as a merger, acquisition, or sale of assets, is put to a shareholder vote. The filing will include details of the transaction and the outcome of the shareholder vote.
SEC filing for financial statement revisions clause
This variation applies to agreements requiring SEC filings for revisions to financial statements.
If [Company Name] revises or restates any financial statements filed with the SEC, it shall file an amended Form 10-K, 10-Q, or other appropriate form with the SEC. The amended filing will include a description of the revisions and their impact on the company’s financial position.
SEC filing for change in business strategy clause
This variation applies to agreements requiring SEC filings for a change in business strategy.
[Company Name] shall file a Form 8-K with the SEC if it implements a significant change in its business strategy, such as entering new markets, discontinuing products, or shifting focus to new business areas. The filing will include a description of the change and its expected effects on the company’s financial performance.
SEC filing for executive officer changes clause
This variation applies to agreements requiring SEC filings for executive officer changes.
[Company Name] agrees to file a Form 8-K with the SEC within [specific number] days of any changes to its executive officer positions, including the appointment, resignation, or termination of the CEO, CFO, or other key executives.
SEC filing for material changes in business relationships clause
This variation applies to agreements requiring SEC filings for material changes in business relationships.
[Company Name] shall file a Form 8-K with the SEC if it enters into or terminates any material business relationships or contracts, including joint ventures, partnerships, or supply agreements. The filing will include the terms of the agreement or termination and any potential impact on the company’s operations.
SEC filing for extraordinary dividends clause
This variation applies to agreements requiring SEC filings for extraordinary dividends.
[Company Name] shall file a Form 8-K with the SEC if it declares or pays any extraordinary dividend to shareholders. The filing will include details of the dividend amount, payment date, and the reasons for declaring the extraordinary dividend.
SEC filing for change in executive compensation arrangements clause
This variation applies to agreements requiring SEC filings for changes in executive compensation.
[Company Name] agrees to file a Form 8-K with the SEC if it makes material changes to its executive compensation arrangements, including salary increases, bonus structures, or stock option grants to its officers. The filing will include a detailed description of the changes and the rationale behind them.
SEC filing for upcoming shareholder meetings clause
This variation applies to agreements requiring SEC filings ahead of shareholder meetings.
[Company Name] shall file a Form 8-K with the SEC to announce the date, time, and location of any upcoming shareholder meetings where significant corporate actions, such as electing directors or approving mergers, will be discussed or voted on.
SEC filing for director or officer elections clause
This variation applies to agreements requiring SEC filings related to director or officer elections.
[Company Name] shall file a Form 8-K with the SEC if there are any changes in the election or appointment of directors or officers. The filing will include the names of the newly elected officers or directors, their roles, and any material agreements associated with their appointments.
SEC filing for significant stockholder ownership clause
This variation applies to agreements requiring SEC filings for significant stockholder ownership.
[Company Name] shall file a Form 8-K with the SEC if any shareholder acquires more than [specific percentage]% of the company’s outstanding shares. The filing will include details of the acquisition and the identity of the shareholder.
SEC filing for auditor’s opinion on financial statements clause
This variation applies to agreements requiring SEC filings for auditor opinions on financial statements.
[Company Name] shall file a Form 8-K with the SEC if the company’s independent auditor issues a qualified or adverse opinion on the company’s financial statements. The filing will include a description of the auditor’s opinion and the reasons for the qualification or adverse opinion.
SEC filing for material change in debt obligations clause
This variation applies to agreements requiring SEC filings for material changes in debt obligations.
[Company Name] shall file a Form 8-K with the SEC in the event of any material change in its debt obligations, including the issuance of new debt or the renegotiation of existing debt terms. The filing will include details of the change and its potential impact on the company’s financial condition.
SEC filing for new executive employment agreements clause
This variation applies to agreements requiring SEC filings for new executive employment agreements.
[Company Name] shall file a Form 8-K with the SEC within [specific number] days of entering into any new executive employment agreements or making material amendments to existing agreements with senior officers. The filing will include the terms of the agreement, including salary, benefits, and other material provisions.
SEC filing for change in risk factors clause
This variation applies to agreements requiring SEC filings to disclose changes in risk factors.
If [Company Name] identifies or becomes aware of new or material risks to its business, the company shall update its risk factors in its SEC filings, including the next available Form 10-Q or 10-K. The company will disclose the updated risk factors in the filing and provide relevant context for shareholders.
SEC filing for equity offerings clause
This variation applies to agreements requiring SEC filings for equity offerings.
[Company Name] agrees to file the necessary registration statements with the SEC if it conducts an equity offering, including a public offering or private placement of shares. The filing will include details of the offering, the use of proceeds, and any associated risks.
SEC filing for change in dividend policy clause
This variation applies to agreements requiring SEC filings for changes in dividend policy.
In the event that [Company Name] changes its dividend policy, including the declaration or suspension of regular dividends, the company shall file a Form 8-K with the SEC within [specific number] days of the decision. The filing will include the reasons for the change and the expected impact on shareholders.
SEC filing for significant executive departure clause
This variation applies to agreements requiring SEC filings for significant executive departures.
If a senior executive or officer departs from [Company Name] for any reason, including resignation, termination, or retirement, the company shall file a Form 8-K with the SEC. The filing will include the reasons for the departure and any material compensation or severance arrangements.
SEC filing for spin-off of business units clause
This variation applies to agreements requiring SEC filings for spin-offs of business units.
If [Company Name] decides to spin off a business unit, division, or subsidiary into a separate entity, the company shall file a Form 8-K with the SEC. The filing will include details of the transaction, including the rationale, expected benefits, and financial impact.
SEC filing for change in corporate structure clause
This variation applies to agreements requiring SEC filings for changes in corporate structure.
[Company Name] agrees to file a Form 8-K with the SEC in the event of any changes in its corporate structure, including reorganizations, restructurings, or the formation of new entities. The filing will include details of the changes and any relevant impacts on shareholders.
SEC filing for material government investigations clause
This variation applies to agreements requiring SEC filings for material government investigations.
[Company Name] shall file a Form 8-K with the SEC if it becomes the subject of any material government investigations, including inquiries by the SEC, the Department of Justice, or any other regulatory body. The filing will include the nature of the investigation and its potential impact on the company.
SEC filing for issuance of debt securities clause
This variation applies to agreements requiring SEC filings for the issuance of debt securities.
[Company Name] shall file the necessary registration statements and reports with the SEC if it issues debt securities, including bonds, notes, or other debt instruments. The filing will include the terms of the issuance, the interest rate, maturity dates, and any covenants.
SEC filing for significant changes in material contracts clause
This variation applies to agreements requiring SEC filings for significant changes to material contracts.
[Company Name] shall file a Form 8-K with the SEC if it enters into or amends any material contract that could have a significant impact on the company’s financial performance. The filing will include details of the contract and the parties involved.
SEC filing for changes in fiscal year clause
This variation applies to agreements requiring SEC filings for changes in the company’s fiscal year.
If [Company Name] changes its fiscal year, it shall file a Form 8-K with the SEC to disclose the change. The filing will include the reasons for the change and the expected impact on the company’s financial reporting.
SEC filing for bankruptcy or insolvency clause
This variation applies to agreements requiring SEC filings in the event of bankruptcy or insolvency.
If [Company Name] files for bankruptcy or experiences insolvency proceedings, it shall file a Form 8-K with the SEC within [specific number] days. The filing will include details of the proceedings, the status of the company, and any impact on shareholders.
SEC filing for merger or acquisition agreement clause
This variation applies to agreements requiring SEC filings for mergers or acquisitions.
[Company Name] agrees to file a Form 8-K with the SEC upon the signing of any merger or acquisition agreement. The filing will include details of the transaction, including the terms, parties involved, and expected timeline for completion.
SEC filing for executive retirement clause
This variation applies to agreements requiring SEC filings for executive retirements.
If an executive officer of [Company Name] retires, the company shall file a Form 8-K with the SEC to disclose the retirement. The filing will include the executive’s role, tenure, and any retirement benefits or arrangements agreed upon.
SEC filing for default on debt obligations clause
This variation applies to agreements requiring SEC filings in the event of a default on debt obligations.
In the event that [Company Name] defaults on any of its debt obligations or fails to make a required payment, it shall file a Form 8-K with the SEC within [specific number] days. The filing will include details of the default, its cause, and any corrective actions being taken.
SEC filing for shareholder lawsuits clause
This variation applies to agreements requiring SEC filings in the event of shareholder lawsuits.
[Company Name] agrees to file a Form 8-K with the SEC if it becomes the subject of any material shareholder lawsuits or class actions. The filing will include details of the litigation, the claims, and any potential financial impact on the company.
SEC filing for changes in intellectual property rights clause
This variation applies to agreements requiring SEC filings for changes in intellectual property rights.
[Company Name] shall file a Form 8-K with the SEC if there are any significant changes to its intellectual property rights, including the sale, licensing, or loss of key patents, trademarks, or copyrights. The filing will include details of the change and its potential impact on the company’s operations.
SEC filing for changes in auditor's opinion clause
This variation applies to agreements requiring SEC filings for changes in auditor’s opinion.
If [Company Name] receives a change in opinion from its independent auditors, the company shall file a Form 8-K with the SEC. This filing will include the nature of the change, the reasons behind the new opinion, and its impact on the company’s financial statements.
SEC filing for change in shareholder voting rights clause
This variation applies to agreements requiring SEC filings for changes in shareholder voting rights.
If there is any change in the voting rights of shareholders, including any adjustment to voting power or class of shares with voting rights, [Company Name] shall file a Form 8-K with the SEC. The filing will include detailed information about the changes and the reasons for the adjustment.
SEC filing for company acquisitions clause
This variation applies to agreements requiring SEC filings for company acquisitions.
In the event that [Company Name] acquires another company, the company will file a Form 8-K with the SEC to disclose the acquisition. The filing will include the purchase price, the target company’s business operations, and any material changes in the company’s financial condition as a result of the acquisition.
SEC filing for change in executive compensation arrangement clause
This variation applies to agreements requiring SEC filings for changes in executive compensation.
[Company Name] shall file a Form 8-K with the SEC if any changes occur in the executive compensation arrangements, including adjustments to base salary, bonuses, or equity-based compensation. The filing will include the details of the compensation changes and the rationale behind them.
SEC filing for spin-off or divestiture clause
This variation applies to agreements requiring SEC filings for a spin-off or divestiture of business units.
In the event that [Company Name] spins off or divests any of its business units or subsidiaries, the company will file a Form 8-K with the SEC. The filing will include the details of the spin-off or divestiture, including the financial impact and expected benefits for the company.
SEC filing for company debt restructuring clause
This variation applies to agreements requiring SEC filings for debt restructuring.
If [Company Name] undergoes any significant restructuring of its debt obligations, including negotiations with creditors or the modification of loan terms, the company shall file a Form 8-K with the SEC. The filing will detail the changes in the debt structure, the parties involved, and the expected financial consequences.
SEC filing for regulatory investigations clause
This variation applies to agreements requiring SEC filings for regulatory investigations.
If [Company Name] becomes the subject of a material regulatory investigation or legal inquiry, the company shall file a Form 8-K with the SEC. The filing will include details about the nature of the investigation, the involved parties, and the potential financial or operational impact on the company.
SEC filing for capital raise clause
This variation applies to agreements requiring SEC filings for capital raises.
[Company Name] agrees to file all necessary SEC registration statements and forms if it conducts a capital raise, including the issuance of new equity or debt. The company will file the required documents and disclose the terms of the capital raise, including pricing, offering size, and use of proceeds.
SEC filing for executive appointment clause
This variation applies to agreements requiring SEC filings for executive appointments.
If [Company Name] appoints a new executive officer, including the CEO, CFO, or any other senior leadership position, the company shall file a Form 8-K with the SEC. The filing will include the executive's background, role, compensation package, and the effective date of the appointment.
SEC filing for shareholder class action settlement clause
This variation applies to agreements requiring SEC filings for shareholder class action settlements.
If [Company Name] settles a shareholder class action lawsuit, the company shall file a Form 8-K with the SEC to disclose the terms of the settlement. The filing will include the amount of the settlement, the parties involved, and any conditions attached to the settlement agreement.
SEC filing for changes in business operations clause
This variation applies to agreements requiring SEC filings for material changes in business operations.
[Company Name] agrees to file a Form 8-K with the SEC if there are any material changes to its business operations, such as the discontinuation of a significant product line or a shift in the company’s business strategy. The filing will detail the changes and their potential impact on the company’s future operations.
SEC filing for impairment of assets clause
This variation applies to agreements requiring SEC filings for asset impairment.
In the event that [Company Name] recognizes an impairment of assets, including goodwill or tangible assets, the company shall file a Form 8-K with the SEC. The filing will include details about the impaired assets, the impairment amount, and its effect on the company’s financial statements.
SEC filing for financial guidance update clause
This variation applies to agreements requiring SEC filings for updates to financial guidance.
If [Company Name] revises its financial guidance or earnings projections, it shall file a Form 8-K with the SEC. The filing will include the updated financial outlook and any key factors that influenced the change in the company's expectations.
SEC filing for executive separation clause
This variation applies to agreements requiring SEC filings for executive separations.
[Company Name] agrees to file a Form 8-K with the SEC if an executive officer departs from the company, whether through resignation, termination, or retirement. The filing will include the details of the separation, including any severance arrangements or ongoing obligations between the company and the departing executive.
SEC filing for major capital expenditures clause
This variation applies to agreements requiring SEC filings for significant capital expenditures.
If [Company Name] commits to any significant capital expenditure or investment project, the company shall file a Form 8-K with the SEC. The filing will include details of the expenditure, its purpose, and its expected impact on the company’s financial position.
SEC filing for loss of key customer clause
This variation applies to agreements requiring SEC filings for the loss of a key customer.
If [Company Name] loses a key customer that accounts for more than [specific percentage]% of its revenue, the company shall file a Form 8-K with the SEC. The filing will include details about the loss of the customer and the potential financial impact on the company’s business operations.
SEC filing for strategic partnerships clause
This variation applies to agreements requiring SEC filings for new strategic partnerships.
[Company Name] shall file a Form 8-K with the SEC if it enters into a strategic partnership, joint venture, or alliance with another company. The filing will include the terms of the partnership, the parties involved, and the expected business impact of the collaboration.
SEC filing for changes in stock option plans clause
This variation applies to agreements requiring SEC filings for changes to stock option plans.
[Company Name] agrees to file a Form 8-K with the SEC if it modifies its stock option plan, including any changes in the number of options issued, the exercise price, or the terms of vesting. The filing will disclose the changes and their impact on shareholder equity.
SEC filing for significant contractual obligations clause
This variation applies to agreements requiring SEC filings for new significant contractual obligations.
[Company Name] shall file a Form 8-K with the SEC if it enters into any new significant contractual obligations, including long-term supply agreements, leases, or other material contracts. The filing will provide details on the nature of the agreement and the company’s financial commitments.
SEC filing for default on loan covenants clause
This variation applies to agreements requiring SEC filings for default on loan covenants.
If [Company Name] defaults on any loan covenant or fails to comply with the terms of any loan agreement, the company shall file a Form 8-K with the SEC. The filing will include details of the default, the nature of the covenant breach, and the company's plans to remedy the situation.
SEC filing for material change in intellectual property clause
This variation applies to agreements requiring SEC filings for material changes in intellectual property.
If [Company Name] experiences a material change in its intellectual property portfolio, such as the acquisition or sale of key patents, trademarks, or copyrights, the company shall file a Form 8-K with the SEC. The filing will include a description of the intellectual property change and its potential business impact.
SEC filing for changes in compensation structure clause
This variation applies to agreements requiring SEC filings for changes in the compensation structure.
[Company Name] agrees to file a Form 8-K with the SEC if it changes the compensation structure for its executives, including modifications to bonus schemes, stock option plans, or retirement benefits. The filing will include a detailed description of the compensation adjustments and their expected impact on executive retention.
SEC filing for major legal settlement clause
This variation applies to agreements requiring SEC filings for major legal settlements.
If [Company Name] settles a significant legal dispute or class action, the company shall file a Form 8-K with the SEC. The filing will include the terms of the settlement, the parties involved, and the financial impact of the settlement on the company’s operations.
SEC filing for change in corporate leadership clause
This variation applies to agreements requiring SEC filings for changes in corporate leadership.
In the event of a significant change in [Company Name]'s corporate leadership, including the appointment or resignation of key executives such as the CEO, CFO, or other top management, the company will file a Form 8-K with the SEC. The filing will provide details of the new leadership appointments or departures and the expected impact on the company.
SEC filing for significant tax issues clause
This variation applies to agreements requiring SEC filings for significant tax issues.
[Company Name] shall file a Form 8-K with the SEC if it becomes aware of any significant tax issues, such as the initiation of a tax audit, tax penalties, or changes to tax liabilities that may materially affect the company’s financial position. The filing will include details about the tax issue and the company’s approach to resolving it.
SEC filing for substantial goodwill impairment clause
This variation applies to agreements requiring SEC filings for substantial goodwill impairment.
If [Company Name] experiences a substantial impairment of goodwill, as determined by its auditors, the company shall file a Form 8-K with the SEC. The filing will include the reasons for the impairment, the amount of impairment, and the effect on the company’s financial statements.
SEC filing for stock split or reverse stock split clause
This variation applies to agreements requiring SEC filings for stock splits.
[Company Name] shall file a Form 8-K with the SEC if it declares a stock split or reverse stock split. The filing will include the terms of the split, the ratio, and the expected impact on the company’s share capital and shareholder equity.
SEC filing for executive bonuses clause
This variation applies to agreements requiring SEC filings for executive bonuses.
[Company Name] shall file a Form 8-K with the SEC if it approves the payment of executive bonuses in excess of [specific amount]. The filing will include details of the bonus structure, the executives involved, and the reasons for the bonuses being granted.
SEC filing for approval of major asset sale clause
This variation applies to agreements requiring SEC filings for approval of major asset sales.
In the event that [Company Name] sells or disposes of a significant asset, including real estate or intellectual property, the company shall file a Form 8-K with the SEC. The filing will include the terms of the sale, the price, and any potential effects on the company’s business operations.
SEC filing for material default under contracts clause
This variation applies to agreements requiring SEC filings for material defaults under contracts.
If [Company Name] defaults on any material contract or agreement that could significantly affect its operations or financial condition, the company shall file a Form 8-K with the SEC. The filing will include details of the default and the steps being taken to remedy the breach.
SEC filing for changes in product offerings clause
This variation applies to agreements requiring SEC filings for changes in product offerings.
[Company Name] agrees to file a Form 8-K with the SEC if it makes a material change in its product offerings, including discontinuing a major product line or introducing a new flagship product. The filing will detail the changes and their potential impact on the company’s revenue and market position.
SEC filing for settlement of regulatory dispute clause
This variation applies to agreements requiring SEC filings for the settlement of regulatory disputes.
If [Company Name] settles a dispute with a regulatory agency, including the SEC or another federal or state agency, the company shall file a Form 8-K with the SEC. The filing will include details of the dispute, the terms of the settlement, and any financial or operational impact on the company.
SEC filing for changes to capital structure clause
This variation applies to agreements requiring SEC filings for changes to the company’s capital structure.
[Company Name] shall file a Form 8-K with the SEC if it makes any significant changes to its capital structure, including issuing or redeeming shares, amending debt covenants, or converting debt into equity. The filing will provide details on the new capital structure and any associated risks.
SEC filing for executive relocation clause
This variation applies to agreements requiring SEC filings for executive relocations.
If [Company Name] relocates any of its senior executives to a different office or business location, it shall file a Form 8-K with the SEC. The filing will include the executive’s name, the reason for the relocation, and any changes to the executive’s compensation or role.
SEC filing for early redemption of debt clause
This variation applies to agreements requiring SEC filings for the early redemption of debt.
[Company Name] agrees to file a Form 8-K with the SEC if it redeems any of its outstanding debt securities before the maturity date. The filing will include the redemption amount, the reasons for the early redemption, and the impact on the company’s debt obligations and liquidity.
SEC filing for corporate restructuring clause
This variation applies to agreements requiring SEC filings for corporate restructuring.
If [Company Name] undergoes a significant corporate restructuring, such as a spin-off, merger, or realignment of its business units, the company shall file a Form 8-K with the SEC. The filing will provide details of the restructuring and the expected effects on the company’s operations and financial condition.
SEC filing for material failure of IT systems clause
This variation applies to agreements requiring SEC filings for the material failure of IT systems.
[Company Name] shall file a Form 8-K with the SEC if it experiences a material failure or breach in its IT systems, including cyberattacks, data breaches, or system outages that affect the company’s operations or financial reporting. The filing will detail the issue and any corrective actions taken.
SEC filing for new significant shareholder clause
This variation applies to agreements requiring SEC filings for new significant shareholders.
[Company Name] shall file a Form 8-K with the SEC if any shareholder acquires more than [specific percentage]% of the company’s shares. The filing will include details of the acquisition and the identity of the new significant shareholder.
SEC filing for bankruptcy proceedings clause
This variation applies to agreements requiring SEC filings for bankruptcy proceedings.
If [Company Name] files for bankruptcy or enters into any bankruptcy proceedings, it shall file a Form 8-K with the SEC within [specific number] days. The filing will include details about the proceedings and any potential risks to the company’s operations and shareholders.
SEC filing for executive hiring clause
This variation applies to agreements requiring SEC filings for new executive hires.
[Company Name] agrees to file a Form 8-K with the SEC if it hires a new executive officer, including the title, compensation package, and any material conditions associated with the hire. The filing will provide full details about the new executive’s role and responsibilities.
SEC filing for significant regulatory fines clause
This variation applies to agreements requiring SEC filings for significant regulatory fines.
In the event that [Company Name] is assessed a significant fine or penalty by a regulatory authority, the company shall file a Form 8-K with the SEC. The filing will include the amount of the fine, the regulatory body imposing the fine, and the company’s response to the penalty.
SEC filing for changes in customer contracts clause
This variation applies to agreements requiring SEC filings for changes to major customer contracts.
[Company Name] shall file a Form 8-K with the SEC if it enters into, amends, or terminates a major customer contract that could have a material impact on the company’s revenue streams. The filing will provide full details about the contract, including terms and potential risks.
SEC filing for changes to operating agreements clause
This variation applies to agreements requiring SEC filings for changes to operating agreements.
[Company Name] shall file a Form 8-K with the SEC if it makes any significant changes to its operating agreements with joint ventures, affiliates, or subsidiaries. The filing will include details about the changes and their impact on the company’s operations and financial condition.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.