Common use of WHEREAS Clause in Contracts

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly Highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS. highly Highly competent persons have become more reluctant to serve publicly-held corporations companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationscompanies;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationscompanies;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies and corporations;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;the corporation.

WHEREAS. highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers officers, advisors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to to, and activities on behalf of of, such companies and corporations;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-publicly held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;.

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;.

WHEREAS. highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe company;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, directors and officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;.

WHEREAS. highly competent persons have become more reluctant to serve publicly-publicly held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS. highly competent persons have become are becoming more reluctant to serve publicly-held corporations as directors, officers directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;the corporation; and

WHEREAS. highly competent persons have become more reluctant to serve publicly-held publicly‑held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held companies or company or corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies or corporations;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers and/or directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;; and

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, directors or executive officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;the corporation.

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as [directors, officers ] [officers] or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held companies or corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies or corporations;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as [directors, officers ] [officers] or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly Highly competent persons have become more reluctant to serve publicly-held companies or corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies or corporations;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers officers, or in other capacities unless they are provided with adequate protection through insurance or and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, directors and/or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-publicly held corporations as directors, directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent and experienced persons have become more are becoming increasingly reluctant to serve publicly-held corporations as directors, officers officers, or in other capacities unless they are provided with adequate protection through liability insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;corporations;

WHEREAS. highly competent persons have become more reluctant to serve publicly-publicly held corporations as directors, officers directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;the corporation.

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;the corporation.

WHEREAS. highly competent persons have become more reluctant to serve publicly-publicly held corporations as directors, directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as managers, directors, officers or in other capacities unless they are provided with adequate protection through insurance or and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe business enterprise;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-publicly held corporations as directors, officers directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation and due to the fact that such corporationsexposure frequently bears no relationship to compensation paid to such officers and directors;

WHEREAS. highly competent persons have become are becoming more reluctant to serve publicly-publicly held corporations as directors, officers or in other capacities directors unless they are provided with adequate protection through insurance or adequate and indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;the corporation; and

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, executive officers or in other capacities unless they are provided provided, with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to to, and activities on behalf of such corporationsof, the corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, directors and officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become are becoming more reluctant to serve publicly-held corporations as directors, officers directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;the corporation; and,

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationscompanies;

WHEREAS. highly skilled and competent persons have become are becoming more reluctant to serve publicly-held corporations public companies as directors, directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate and indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationscompanies;

WHEREAS. highly Highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies and corporations;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities directors unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;.

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers directors or in other capacities unless they are provided with adequate protection through insurance or and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more are reluctant to serve publicly-held corporations a corporation as directors, officers a director or in other capacities another capacity unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;; and

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe entity at which they serve;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers directors or in other capacities unless they are provided with adequate protection through insurance or and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;the corporation.

WHEREAS. highly competent persons have become are becoming more reluctant to serve publicly-held corporations as directors, directors or executive officers or in other capacities unless they are provided with adequate reasonable protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such the corporations;.

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;the Company; and

WHEREAS. highly competent persons recently have become more reluctant to serve publicly-held corporations as directors, officers officers, or in other capacities of publicly held corporations and other corporations that have non-employee investors among their stockholders or conduct operations in regulated industries unless they are provided with adequate better protection through insurance or adequate indemnification against inordinate risks from the risk of claims and actions against them arising out of their service services to and activities on behalf of such corporations;corporation; and

WHEREAS. highly competent persons have become are becoming more reluctant to serve publicly-held corporations as directors, officers executive officers, or in other capacities unless they are provided with adequate protection through insurance or adequate and indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;the corporation; and

WHEREAS. highly competent persons have become are becoming more reluctant to serve publicly-held corporations as directors, officers or in other capacities and directors unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations and companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationscorporations and companies;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held service corporations as directors, directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers directors or in other capacities unless they are provided with adequate protection through insurance or and/or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;the corporation.

WHEREAS. highly competent persons have become are becoming more reluctant to serve publicly-held corporations as directors, officers directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to to, and activities on behalf of such corporationsof, the corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers directors or in other capacities unless they are provided with adequate protection through insurance or and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent and experienced persons have become more are becoming increasingly reluctant to serve publicly-held corporations as directors, directors and/or officers or in other fiduciary capacities at the request of their companies unless they are provided with adequate protection through liability insurance or and adequate company indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;the corporation; and

WHEREAS. highly competent persons have become more reluctant to serve publicly-publicly held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become are becoming more reluctant to serve publicly-held corporations as directors, directors or as officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to to, and activities on behalf of of, such corporations;; and

WHEREAS. highly competent persons have become are becoming more reluctant to serve publicly-held corporations as directors, directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to to, and activities on behalf of of, such corporations;; and

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers and/or directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to to, and activities on behalf of of, the corporation; this is because such corporations;persons in service to corporations are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the corporation or business enterprise itself; and

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directorsofficers, officers directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;the corporation.

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;the corporation; and

WHEREAS. highly competent persons have become more reluctant to serve publicly-publicly held corporations as directors, directors or executive officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;the corporation.

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities Directors unless they are provided with adequate protection through insurance or adequate and/or indemnification against inordinate the risks of claims and actions being asserted against them arising out of their service to and activities on behalf of such corporations;; and

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become are becoming more reluctant to serve publicly-held corporations as directors, directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate and indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;the Company; and

WHEREAS. highly competent persons have become more reluctant to serve as directors of publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate and indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;the corporation.

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS. highly competent persons have become more reluctant to serve publicly-publicly- held corporations companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationscompanies;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;the corporation.

WHEREAS. highly competent persons have become more reluctant to serve publicly-publicly held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or and/or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers officers, or in other capacities capacities, unless they are provided with adequate better protection through insurance or adequate indemnification against inordinate risks from the risk of claims and actions against them arising out of their service to and activities on behalf of such corporations;; and

WHEREAS. highly competent persons have become are becoming more reluctant to serve publicly-held corporations as directors, officers directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;the corporation, and

WHEREAS. highly competent persons recently have become more reluctant to serve publicly-held corporations as directors, officers officers, or in other capacities capacities, unless they are provided with adequate better protection through insurance or adequate indemnification against inordinate risks from the risk of claims and actions against them arising out of their service to and activities on behalf of such corporations;corporation; and

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;the corporation; and

WHEREAS. highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies and corporations;

WHEREAS. highly competent persons have become are becoming more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate and indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;the Company; and

WHEREAS. highly competent persons have become are becoming more reluctant to serve publicly-held corporations as directors, officers or in other capacities and directors unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;; and

WHEREAS. highly competent persons have become more reluctant to serve publicly-held corporations as directors, directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation and as a result of the added liabilities imposed by the Sarbanes Oxley Act;

WHEREAS. recently, highly competent persons have become more reluctant to serve both privately and publicly-held corporations as directors, officers officers, or in other capacities capacities, unless they are provided with adequate better protection through insurance or adequate indemnification against inordinate risks from the risk of claims and actions against them arising out of their service to and activities on behalf of such corporations;; and

WHEREAS. highly competent persons have become more reluctant to serve publicly-publicly held corporations as directors, officers officers, or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporationsthe corporation;

WHEREAS. highly competent persons have become more may be reluctant to serve publicly-held corporations as directors, officers or in officers, employees, fiduciaries and other capacities agents (“Representatives”) of corporations unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;; and