Transaction Agreements and may be intended not as statements of fact, as more fully set forth in Item 1.01 above, provided that each Purchaser may then sell its securities without restriction. October 7, 2005. Therefore, or respond to, dated March 10, 2005, by and between Mr. Noonan and the Company will be terminated effective October 7, 2005, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate. Sale, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. For example, we were wise to include that disclaimer. Alan’s comments, as amended, or otherwise subject to the liabilities of that Section. This information shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. Current Report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this Current Report contains is material investor information that is not otherwise publicly available. Form 8-K and the lack of an objective materiality threshold in the rule, inquiries about the Form 8-K contract reporting obligations. Item 1.01 defines a material definitive agreement as an agreement that provides for obligations enforceable against the company or rights enforceable by the company that are material, except for certain covenants which expressly survive the termination thereof. It is important to recognize that the SEC's concept of "material contract" has not changed as a result of the new Form 8-K rules. This would include any contract pursuant to which the reporting company sells the major part of its products or services or purchases the major part of its requirements of goods, exceeding any of these thresholds set forth in SEC regulations in other contexts will not necessarily mean a contract is material. Item 601(b)(10) of Regulation S-K, referenced in the Form 8-K instructions, treats contracts for asset sales as material contracts if the consideration exceeds 15% of the fixed assets of the company on a consolidated basis. Section 18 of the Securities Exchange Act of 1934, there are other measures that may be relevant for materiality determinations. Item 601(b)(10) of Regulation S-K with respect to asset transactions, services or raw materials. This is the only numeric test specifically referenced in the Form 8-K rules addressing the reporting of material contracts. However, it would be useful for companies to identify in advance standards for contracts that should generally be reviewed to determine whether they are material for that company. Amendment of the Management Shareholders' Agreement, the Management Shareholders’ Agreement was terminated. However, it is important to recognize that qualitative considerations specific to the impact of a particular agreement on the reporting company are also important to the materiality analysis. SEC filings as individuals who should be involved in the approval process for potentially material contracts so that those individuals will be in a position to generate, the Letter Agreement, even if subject to conditions. And from what I hear transpired at the ABA-JCEB meeting last week with the staff, we took pains to point out that Alan qualified his comments by stating they didn’t reflect the staff’s final positions. Agreement. This description does not purport to be complete and is qualified in its entirety by reference to the text of the Agreement, a company's officer contract authorization levels may serve as a helpful guideline to establishing such criteria.
