Act (§ 230.461 of this chapter), or if the registration statement is filed on Form S–8, and:December 11th, 2014
FiledDecember 11th, 2014Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and con- trolling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opin- ion of the Securities and Exchange Commis- sion such indemnification is against public policy as expressed in the Act and is, there- fore, unenforceable. In the event that a claim for indemnification against such li- abilities (other than the payment by the reg- istrant of expenses incurred or paid by a di- rector, 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 reg- istered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the ques- tion whether such inde