Contract analysis
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Contract analysis / s1-amendment-no-1.docx
s1-amendment-no-1.docx
High · 2
Medium · 0
Standard · 2
Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide
Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability: 1. for any breach of the director's duty of loyalty to the corporation or its stockholders; 2. for acts or omissions not
Section 145 of the Delaware General Corporation Law provides that a Delaware corporation m
High
⚑ Indemnity / guarantee obligation
Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation in such capacity
1. Forepart of Registration Statement and Outside Front Cover Page of Prospectus | Facing
1. Forepart of Registration Statement and Outside Front Cover Page of Prospectus | Facing Page of Registration Statement; Prospectus Cover Page
2. Inside Front and Outside Back Cover Pages of Prospectus | Inside Front Cover Page; Outs
2. Inside Front and Outside Back Cover Pages of Prospectus | Inside Front Cover Page; Outside Back Cover Page
3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges | Prospectus S
3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges | Prospectus Summary; Risk Factors
4. Use of Proceeds | Use of Proceeds
4. Use of Proceeds | Use of Proceeds
5. Determination of Offering Price | Underwriting
Standard
⚑ Commercial term
5. Determination of Offering Price | Underwriting
7. Selling Security Holders | Principal and Selling Stockholders
7. Selling Security Holders | Principal and Selling Stockholders
8. Plan of Distribution | Underwriting
8. Plan of Distribution | Underwriting
9. Description of Securities to be Registered | Description of Capital Stock
9. Description of Securities to be Registered | Description of Capital Stock
10. Interests of Named Experts and Counsel | Legal Matters; Experts
10. Interests of Named Experts and Counsel | Legal Matters; Experts
11. Information with Respect to the Registrant | Prospectus Summary; Risk Factors; Use of
11. Information with Respect to the Registrant | Prospectus Summary; Risk Factors; Use of Proceeds; Dividend Policy; Capitalization; Dilution; Selected Consolidated Financial Data; Management's Discussion and Analysis of Financial Condition and Results of Operations; Business; Management; Executive Compensation; Certain Relationships and Related Party Transactions; Principal and Selling Stockholders; Description of C
12. Disclosure of Commission Position on Indemnification for Securities Act Liabilities |
High
⚑ Indemnity / guarantee obligation
12. Disclosure of Commission Position on Indemnification for Securities Act Liabilities | Part II, Item 14
13. Financial Statements and Supplementary Data | Consolidated Financial Statements and No
13. Financial Statements and Supplementary Data | Consolidated Financial Statements and Notes thereto
14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | Not applicable
15. Financial Statements and Exhibits | See Exhibit Index; Financial Statements
15. Financial Statements and Exhibits | See Exhibit Index; Financial Statements
16. Undertakings | Part II, Item 17
Standard
⚑ Commercial term
16. Undertakings | Part II, Item 17 Per Share | Total | Total if Over-Allotment Option Is Exercised in Full Public offering price | $19.00 | $380,000,000 | $437,000,000 Underwriting discounts and commissions | $1.14 | $22,800,000 | $26,220,000 Proceeds, before expenses, to us | $17.86 | $357,200,000 | $410,780,000 Common stock offered by us | 20,000,000 shares Option to purchase additional shares | 3,000,000 shares A