corporation) in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately
determined that such person is not entitled to be so indemnified.
The DGCL provides that the indemnification and advancement of expenses
described above shall not be deemed exclusive of other indemnification or advancement of expenses that may be granted by a corporation pursuant to its bylaws, a disinterested director vote, a shareholder vote, an agreement or otherwise.
The DGCL also provides corporations with the power to purchase and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation in a similar capacity for another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such
person in any such capacity, or arising out of such persons status as such, whether or not the corporation would have the power to indemnify such person against such liability as described above.
Accordingly, the bylaws of the Registrant, to the fullest extent permitted by applicable law, indemnify and hold harmless each person (each, a
Covered Person) who is or was a director, officer or employee of the Registrant or, while a director, officer or employee of the Registrant, is or was serving at the request of the Registrant as a director, officer or employee or agent
of another corporation, or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans. However, the Registrant shall be required to
indemnify any person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the Board of Directors or is a proceeding to enforce such persons claim to indemnification pursuant
to the rights granted by the bylaws or otherwise by the Registrant. The Registrant may also enter into one or more agreements with any person which provide for indemnification greater or different than that provided in the Registrants
certificate of incorporation.
The bylaws of the Registrant also provide that the Registrant shall, to the fullest extent not prohibited
by applicable law, pay the expenses (including attorneys fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in
advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by such Covered Person to repay all amounts advanced if it should be ultimately determined that such Covered Person is not entitled to be
indemnified.
The bylaws of the Registrant also provide that the Registrants obligation, if any, to indemnify or to advance expenses
to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced
by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit entity.
Furthermore, pursuant to the certificate of incorporation of the Registrant, as permitted under the DGCL, a director of the Registrant shall
not be personally liable to the Registrant or its shareholders for monetary damages for breach of such persons fiduciary duty as a director, except for liability (1) for any breach of such persons duty of loyalty to the Registrant or its
shareholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL or (4) for any transaction from which he or she derived an
improper personal benefit.
The DGCL permits, and the Registrant has, liability insurance for the benefit of its directors and officers.
Item 16. Exhibits and Financial Statement Schedules
The exhibits to this registration statement are listed on the Exhibit Index to this registration statement, which Exhibit Index is hereby
incorporated by reference.
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