Item
6. Indemnification of Directors and
Officers.
The
articles of incorporation of the Company provide for the elimination of monetary
liability of directors of the Company pursuant to Article 7.06(B) of the
Texas
Miscellaneous Corporation Laws Act.
The
Company's bylaws provide that to the extent that a director or officer has
been
successful in the defense of any proceeding to which he was a party by virtue
of
his being a director or officer of the Company, the Company shall indemnify
the
director or officer for reasonable expenses incurred therewith.
In
addition, the Company may indemnify a director or officer of the Company
who is
or is threatened to be made a named defendant or respondent in a proceeding
because he is or was a director or officer against liability incurred in
the
proceeding if he acted in his official capacity and in a manner he believed
in
good faith to be in or not opposed to the best interests of the Company and,
in
the case of any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful; except that, in general, no indemnification shall be
made
in connection with a proceeding by or in the right of the Company in which
the
director or officer was adjudged liable to the Company or in connection with
any
other proceeding in which a director or officer is adjudged liable on the
basis
that personal benefit was improperly received by him. If the person is found
liable to the Company on the basis that personal benefit was improperly received
by the person, the Company may indemnify that person, but such indemnification
is limited to reasonable expenses actually incurred by the person in connection
with the proceeding and shall not be made in respect of any proceeding in
which
the person shall have been found liable for willful or intentional misconduct
in
the performance of his duty to the Company.
Article
2.02-1 of the Texas Business Corporation Act sets forth the applicable terms,
conditions, and limitations governing the indemnification of officers, directors
and other persons.
Item
9. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by section 10(a)(3) of the Securities
Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective
date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change
in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low
or
high end of the estimated maximum offering range may be reflected in the
form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
(iii) To
include any material information with respect to the plan of distribution
not
previously disclosed in the registration statement or any material change
to
such information in the registration statement;
Provided,
however,
Paragraphs
(a)(1)(i) and (a)(1)(ii)
of this section do not apply if the information required to be included in
a
post-effective amendment by those paragraphs is contained in reports filed
with
or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each
such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to section 13(a) or section 15(d) of the Exchange
Act
(and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being
registered, the registrant will, unless in the opinion of its counsel the
matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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