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- under Section 174 of the Delaware General Corporation Law (unlawful payment of dividends or redemption of shares); or
- for any breach of a director's duty of loyalty to the corporation or its stockholders.
the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors
shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
law and our amended and restated bylaws, which will be effective immediately prior to consummation of this offering, provide that we will, in certain situations, indemnify our
directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to payment
reimbursement of reasonable expenses (including attorneys' fees and disbursements) in advance of the final disposition of the proceeding.
maintain a directors' and officers' insurance policy pursuant to which our directors and officers are insured against liability for certain actions taken in their capacities as
directors and officers. We believe that these provisions in our fourth amended and restated certificate of incorporation and amended and restated bylaws and this insurance policy are necessary to
attract and retain qualified persons as directors and officers.
as indemnification for liabilities arising under the Securities Act, may be permitted to directors, officers or control persons, in the opinion of the SEC, such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable.