indicates that all the securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of the filing of
such documents with the Commission. Any statement contained in a
document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a
statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies
or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except
as so modified or superseded. Nothing in this Registration
Statement shall be deemed to incorporate by reference any documents
or portions thereof, whether specifically listed above or filed in
the future, that are not deemed “filed” with the Commission
pursuant to applicable securities laws and regulations unless the
Company expressly provides to the contrary that such documents or
portions thereof are incorporated by reference herein.
Item 4. |
DESCRIPTION OF SECURITIES
|
Not applicable.
Item 5. |
INTERESTS OF NAMED EXPERTS AND COUNSEL
|
Not applicable.
Item 6. |
INDEMNIFICATION OF DIRECTORS AND OFFICERS
|
Section 145 of the Delaware General Corporation Law provides
that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons
serving at the request of the corporation for another corporation,
partnership, joint venture, trust or other enterprise in related
capacities against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlements actually and reasonably
incurred by the person in connection with an action, suit or
proceeding to which he or she is or is threatened to be made a
party by reason of such position, if such person acted in good
faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, in any
criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful, except that, in the case of
actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or other adjudicating court determines that,
despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
The Company’s amended and restated certificate of incorporation
provides that it will indemnify to the fullest extent permitted by
Delaware corporate law each person who was or is a party or
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the Company) by reason of the fact that he or she is or
was a director or officer of the Company, or is or was serving at
the Company’s request as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise (all such persons being referred to as an “Indemnitee”),
against all expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by
the Indemnitee in connection with such action, suit or proceeding,
if such Indemnitee acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the Company’s best
interests, and, with respect to any criminal action or proceeding,
he or she had no reasonable cause to believe his or her conduct was
unlawful.