Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement
contained herein (or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein)
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant’s Amended and Restated Certificate of Incorporation
(the “Charter”) provides that we shall, to the fullest extent
permitted by law from time to time in effect, indemnify persons who
serve as our directors and officers and shall advance to them
expenses incurred in defending or responding to claims, actions,
investigations, inquiries and other proceedings. Furthermore, our
Charter allows us to indemnify our officers, directors, employees
and agents to the fullest extent provided by law. We are a Delaware
corporation.
Section 145 of the General Corporation Law of the State of
Delaware (the “DGCL”) authorizes a corporation to indemnify its
directors, officers, employees and agents against expenses
(including attorney’s fees), judgments, fines and amounts paid in
settlement reasonably incurred, provided they act in good faith and
in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe their conduct was
unlawful, although in the case of proceedings brought by or on
behalf of the corporation, such indemnification is limited to
expenses and is not permitted if the individual is adjudged liable
to the corporation (unless the Delaware Court of Chancery or the
court in which such proceeding was brought determines otherwise in
accordance with the DGCL). Our amended and restated by-laws provide for the indemnification
of our directors and officers to the fullest extent permitted under
the DGCL.
Section 102 of the DGCL authorizes a corporation to eliminate
or limit its directors’ liability to the corporation or its
stockholders for monetary damages for breaches of fiduciary duties,
other than for (a) breaches of the duty of loyalty,
(b) acts or omissions not in good faith or that involve
intentional misconduct or knowing violations of law,
(c) unlawful payments of dividends, stock purchases or
redemptions, or (d) transactions from which a director derives
an improper personal benefit. Our amended and restated certificate
of incorporation contains such a provision.
Section 145 of the DGCL authorizes a corporation to purchase
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation against any
liability asserted against and incurred by such person in any such
capacity, or arising out of such person’s status as such. We have
obtained liability insurance covering our directors and officers
for claims asserted against them or incurred by them in such
capacity.
Reference is made to Item 9 for the Registrant’s undertakings with
respect to indemnification for liabilities under the Securities
Act.
Item 7. Exemption from Registration Claimed.
Not Applicable.