Item 3. Legal Proceedings
Item 3. Legal Proceedings.
Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation
Law (the “DGCL”) provides, generally, that a corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (except actions by or in the right
of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation against
all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such
action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his
or her conduct was unlawful. A corporation may similarly indemnify such person for expenses actually and reasonably incurred by such person
in connection with the defense or settlement of any action or suit by or in the right of the corporation, provided that 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 the case of claims, issues and matters as to which such person shall have been adjudged liable to the corporation, provided
that a court shall have determined, upon application, 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 such court shall deem proper.
The Company’s certificate of incorporation
and bylaws provide that, subject to limited exceptions and requirements, the Company is required to indemnify its directors and officers,
and each person serving at the request of the Company as a director, officer, incorporator, partner, manager or trustee of another entity,
to the fullest extent permitted by the DGCL. The Company’s bylaws also provide that, subject to limited exceptions and
requirements, the Company is required to advance to such person’s expenses (including attorney’s fees) incurred by them in
defending and preparing for the defense of any proceeding or investigation in respect of which indemnification may be available.
Section 102(b)(7) of the DGCL provides, generally, that the certificate
of incorporation of a corporation may contain a provision eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision may not eliminate or
limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174
of Title 8 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. No such provision
may eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision became effective. The
Company’s certificate of incorporation contains such a provision limiting the personal liability of the Company’s directors
to the extent permitted by the DGCL.
6
Table of Contents
Item 4. Mine Safety
Disclosures
None.
PART II
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.