Indemnification
Chapter 78 of the Nevada Revised Statutes (the NRS),
pertaining to private corporations, provides that the Company is required to
indemnify its officers and directors to the extent that they are successful in
defending any actions or claims brought against them as a result of serving in
that position, including criminal, civil, administrative or investigative
actions and actions brought by or on behalf of the Company.
Chapter 78 of the NRS further provides that the Company is
permitted (but not required) to indemnify its officers and directors for
criminal, civil, administrative or investigative actions brought against them by
third parties and for actions brought by or on behalf of the Company, even if
they are unsuccessful in defending that action, if the officer or director:
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(a)
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is not found liable for a breach of his or her fiduciary
duties as an officer or director or to have engaged in intentional
misconduct, fraud or a knowing violation of the law; or
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(b)
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acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Company,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful.
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However, with respect to actions brought by or on behalf of the
Company against its officers or directors, the Company is not permitted to
indemnify its officers or directors where they are adjudged by a court, after
the exhaustion of all appeals, to be liable to the Company or for amounts paid
in settlement to the Company, unless, and only to the extent that, a court
determines that the officers or directors are entitled to be indemnified.
The Companys Bylaws provide that the Company will indemnify
its officers and directors to the full extent permitted by law, provided that
the Company is not required to indemnify any director or officer in connection
with any proceeding initiated by that person, unless (i) indemnification is
required by law, (ii) the Companys Board authorized the proceeding or (iii) the
Company voluntarily indemnifies the person, as permitted under the NRS.
Advance of Expenses
The Companys Bylaws provide that the Company will advance to
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, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director or officer of the Company, or is or was serving at the Companys
request as a director or executive officer of another corporation, partnership,
joint venture, trust or other enterprise, prior to the final disposition of the
proceeding, promptly following request therefor, all expenses incurred by any
director or officer in connection with such proceeding upon receipt of an
undertaking by or on behalf of such person to repay said amounts if it should be
determined ultimately that such person is not entitled to be indemnified under
the Companys Bylaws or otherwise.
The Companys Bylaws provide that no advance shall be made to
officers (except by reason of the fact that such officer is or was a director of
the Company in which event this paragraph shall not apply) in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, if a
determination is reasonably and promptly made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to the
proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, that the facts known to the decision-making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the Companys best interests.
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Insurance
To the fullest extent permitted by the NRS, the Board of
Directors, may cause the Company to purchase and maintain insurance on behalf of
any person who is or was a Director, officer, employee or agent of the Company,
or is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the Company would have the power to indemnify such
person.
The Company hereby undertakes:
1.
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To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of
the Securities Act;
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(ii)
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to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this Registration Statement. Notwithstanding the foregoing, any increase
or decrease in the volume of securities offered (if the total dollar value
of the securities offered would not exceed that which was registered) and
any deviation from the high or low end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering
price set forth in the Calculation of Registration Fee table in the
effective Registration Statement.
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(iii)
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to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
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Provided, however, that paragraphs
(1)(i) and (1)(ii) do not apply if this Registration Statement is on Form S-8,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
SEC by the Company pursuant to section 13 or section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
2.
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That, for the purpose of determining liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement related to the securities offered
therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
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3.
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To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
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The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Companys annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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