fiduciary duty as a director. Article Eight of the Registrant’s Amended and Restated Certificate of Incorporation also provides that the Registrant shall indemnify to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative, or investigative, by reason of the fact that he, his testator, or intestate is or was a director or officer of the Registrant or any predecessor of the Registrant, or serves or served at any other enterprise as a director or officer at the request of the Registrant or any predecessor to the Registrant.
Article V of the Amended and Restated Bylaws of the Registrant provides, among other things, that each person who was or is made a party or is threatened to be made a party to or is involved in (whether as a primary party, a witness or otherwise) any pending, threatened or completed action, suit or proceeding, whether civil, criminal, administrative, investigative, legislative or otherwise, including any action by or in the right of the Registrant (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the Registrant or is or was serving at the request of the Registrant as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Registrant to the fullest extent not prohibited by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all judgments, fines, penalties, amounts paid or to be paid in settlement, expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding)), and such indemnification shall inure to the benefit of his heirs, executors and administrators; provided, however, that, subject to certain exceptions, the Registrant, shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the Registrant. The right to indemnification conferred in this Article V shall, subject to certain exceptions, include advancement of expenses incurred in defending any such proceeding in advance of its final disposition.
Article V of the Bylaws also provides that the Registrant may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the Registrant or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the Registrant would have the power to indemnify such person against such liability under Article V of the Bylaws.
The Registrant has entered into indemnification agreements with certain of its executive officers. The Registrant has also entered into a form of the indemnification agreement with each of its directors. The indemnification agreement supplements and clarifies existing indemnification provisions of the Registrant’s Certificate of Incorporation and Bylaws and, in general, provides for indemnification to the fullest extent not prohibited by the DGCL, subject to the terms and conditions provided in the indemnification agreement. The indemnification agreement also establishes processes and procedures for indemnification claims, advancement of expenses and costs and other determinations with respect to indemnification.
The Registrant also maintains a directors’ and officers’ liability insurance policy insuring its directors and officers against certain losses resulting from certain acts committed by them in their capacities as directors and officers of the Registrant.
Item 15.
Recent Sales of Unregistered Securities.
On December 31, 2020, the Registrant’s Revised Second Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code (the “Plan of Reorganization”) became effective and the Registrant emerged from its Chapter 11 case. Pursuant to the Plan of Reorganization, at the close of business on January 4, 2021, each outstanding share of the Company’s common stock was exchanged for (1) one new share of the Company’s common stock (the “Exchange Shares”) and (2) a share purchase right entitling the holder to purchase its pro rata portion of shares available to eligible holders in a $40 million rights offering (the “Rights Offering”). In the Rights Offering, eligible holders of the Company’s common stock were authorized to purchase up to $24 million of shares of the Company’s common stock a purchase price of $1.10 per share, and Osmium Partners (Larkspur SPV), LP (the “Backstop Party”) was authorized to