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Item 3. Legal Proceedings

2023-03-28 compared with 2022-03-11 · 12 added, 10 removed, 23 unchanged (49% of the section changed)

22 unchanged sentences

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.

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.

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.

Mine Safety Disclosures

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings