. Our amended and amended instrument of incorporation provides that all of our directors, officers, employees and agents are entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law (“DGCL”). Section 145 of the Delaware General Corporation Law on the Compensation of Officers, Directors, Employees and Agents is listed below. Our articles of association, which we intend to adopt immediately prior to the completion of this offer, contain the provisions on advance expenses and rights to compensation, which are consistent with those set out in our amended and amended Charter of Constitution. In addition, our bylaws provide for a right to compensation to bring a lawsuit if a claim for compensation or deferral of expenses is not paid in full by us within a certain period of time. Our articles also allow us to underwrite and maintain insurance at our expense to protect ourselves and/or any director, officer, employee or representative of our company or any other legal entity, trust or other company from cost, liability or loss, whether or not we have the authority to hire such person for such costs, To compensate or not for liabilities or losses under the DGCL. Pursuant to the Subscription Agreement, which is to be filed as Exhibit 1.1 of this Registration Statement, we have agreed to indemnify the underwriter and the underwriter has agreed to indemnify us from certain civil liabilities that may arise in connection with this offering, including certain liabilities under the Securities Act. Pursuant to Section 102(b)(7) of the DGCL, our amended and amended act of incorporation will provide that no director will be personally liable to us or any of our shareholders for financial damages arising from breaches of their fiduciary duty as directors, unless such limitation or exclusion of liability is permitted under the DGCL. This provision of our amended and amended instrument of incorporation has the effect of eliminating our rights and those of our shareholders (through derivative actions brought by shareholders on our behalf) in order to obtain financial damages against a director for breach of the fiduciary duty of care as a director, including violations resulting from negligent conduct or gross negligence. except in accordance with Article 102(b)(7) of the DGCL. However, this provision does not restrict or eliminate our rights or the rights of a shareholder to seek non-monetary relief, such as an injunction or resignation, in the event of a breach of a director`s duty of care. For more information, see the SEC`s Privacy and Security Policy.
Thank you for your interest in the U.S. Securities and Exchange Commission. If it is a growing emerging company, check whether the registrant has decided not to use the extended transition period to comply with new or revised accounting standards under section 7(a)(2)(B) of the Securities Act. ☐ The right to compensation granted by our amended and adapted instrument of incorporation is a contractual right that includes the right to pay us the costs incurred in defending or otherwise participating in any of the above proceedings prior to its final decision, provided however that, if requested by the DGCL, compensation for the costs, incurred by our officer or director (only as an officer or director of our company), any amount so advanced will only be reimbursed upon discharge of an obligation to us, by or on behalf of such officer or director, if it is ultimately determined that such person is not entitled to pay such expenses in accordance with our amended and adapted charter of incorporation, or to be indemnified elsewhere. Rights to compensation and advance expenses are not excluded from other rights that a person covered by our amended and reformulated act of incorporation may acquire under the law, our amended and reformulated instrument of incorporation, our articles, an agreement, the vote of uninvolved shareholders or directors or otherwise. If a user or application sends more than 10 requests per second, other requests from the IP address may be limited for a short time. Once the request rate has fallen below the threshold for 10 minutes, the user can continue to access the content on SEC.gov. This SEC practice is designed to limit excessive automated searches on SEC.gov and is not intended or should not affect anyone browsing the site SEC.gov.
If the DGCL is amended to authorize corporate actions that further eliminate or limit directors` liability, then, in accordance with our amended and reformulated Charter of Incorporation, our directors` liability to us or our shareholders will be eliminated or limited to the extent permitted by the DGCL as amended. Any repeal or modification of the provisions of our amended and reformulated instrument of incorporation that affects indemnification rights, whether by our shareholders or through changes in the law, or the acceptance of other provisions inconsistent with it, will only be prospective (unless otherwise provided by applicable law), unless such modification or modification of the law allows us to: provide for broader compensation rights retroactively. and will not affect or affect in any way any right or protection that existed at the time of the repeal, modification or acceptance of such contradictory provision with respect to any act or omission prior to such repeal or modification or acceptance of such contradictory provision. Our amended and adapted instrument of incorporation also allows us to indemnify and advance, to the extent and in the manner permitted or permitted by law, persons other than those expressly covered by our amended and reformulated act of incorporation. If this form is filed to register additional securities for an offer under Rule 462(b) of the Securities Act, please check the box below and provide the Securities Act registration return number of the former declaration of effective registration for the same offering. ☐ Our amended and amended instrument of incorporation also provides that, to the fullest extent permitted or permitted by law, we will indemnify our current and former officers and directors, as well as those who are or have acted as directors or officers of our corporation as directors, officers, employees or representatives of another corporation. Trust or any other entity, including service relating to an employee pension plan, in connection with any impending, ongoing or closed proceedings, whether civil, punitive, administrative or investigative, against all costs, liabilities and losses (including, but not limited to, ERISA`s attorneys` fees, judgments, fines, excise duties and penalties and amounts paid to such person in connection with arose from or have suffered appropriately from such procedures. Notwithstanding the foregoing, any person entitled to compensation under our amended and amended instrument of incorporation will not be indemnified by us in any proceeding initiated by that person, unless such proceeding has been approved by our Board of Directors, with the exception of procedures to enforce indemnification rights.
Unauthorized attempts to upload information and/or modify information on any part of this website are strictly prohibited and subject to prosecution under the Computer Fraud and Abuse Act of 1986 and the National Information Infrastructure Protection Act of 1996 (see Title 18 U.S.C. §§ 1001 and 1030). The registrant amends by this registration statement one or more days necessary to postpone its effective date until the registrant files another amendment expressly stating that this registration declaration will subsequently come into force in accordance with section 8 (a) of the Securities Act of 1933, as amended, or until the registration statement is effective on a date such as the Securities and Exchange Commission. Acting in accordance with Article 8(a) may determine. Any repeal or modification of any provision of our Articles that affects indemnification rights, whether by our Board of Directors, our shareholders or by changes in applicable law or the adoption of other provisions inconsistent with it, will be forward-looking (except as otherwise provided by applicable law), unless such modification or modification of the law allows us to: provide for broader compensation rights retroactively. and will not affect or impair any existing right or protection in this context with respect to acts or omissions that took place prior to such repeal, modification or acceptance of such conflicting provision. By using this website, you agree to security monitoring and auditing. For security reasons and to ensure that the public service remains accessible to users, this state computer system uses network traffic monitoring programs to identify unauthorized attempts to upload or modify information, or otherwise cause damage, including attempts to deny service to users. We will enter into indemnification agreements with each of our officers and directors, the form of which must be attached to this declaration of registration. These agreements require us to indemnify such persons, to the fullest extent permitted by Delaware law, from any liability that may arise to us as a result of their service and to advance costs incurred as a result of any proceedings against them for which they may be indemnified.