S-K 510 / S-K 702

S-K Item 702 Indemnification of Directors and Officers

Describe indemnification of
directors, officers, controlling persons

Text of rule:

State the general effect of any statute, charter provisions, by-laws, contract or other arrangements under which any controlling persons, director or officer of the registrant is insured or indemnified in any manner against liability which he may incur in his capacity as such.

S-K Item 702 applies to:

S-K Item 510 SEC Position on Indemnification

Text of Rule

Disclosure of Commission Position on
Indemnification for Securities Act Liabilities

Text of rule:

In addition to the disclosure prescribed by Item 702 of Regulation S-K, if the undertaking required by paragraph (h) of Item 512 of Regulation S-K is not required to be included in the registration statement because acceleration of the effective date of the registration statement is not being requested, and if waivers have not been obtained comparable to those specified in paragraph (h), a brief description of the indemnification provisions relating to directors, officers and controlling persons of the registrant against liability arising under the Securities Act (including any provision of the underwriting agreement which relates to indemnification of the underwriter or its controlling persons by the registrant against such liabilities where a director, officer or controlling person of the registrant is such an underwriter or controlling person thereof or a member of any firm which is such an underwriter) shall be included in the prospectus, together with a statement in substantially the following form:

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

S-K Item 510 applies to:

Applies To

S-K 702:

S-1

S-3

S-4

S-11

F-3

F-4

S-K 510:

S-1

S-3

S-4

S-11

F-3

F-4

SEC Releases

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