Item 6. Indemnification of Directors and Officers.
Article VII of the registrant's
Articles of Incorporation and Article VI of the registrant's Bylaws provide that
the registrant shall indemnify a director or officer to the full extent
permitted by the Oregon Business Corporation Act as in effect at the time of the
conduct by such person. As presently in effect, the general effect of the Oregon
Business Corporation Act permits a corporation to indemnify any director or
officer against any judgment in connection with any proceeding,
after a determination by the registrant, if the director or officer acted in
good faith and if the director or officer believed his conduct was in the best
interests of the registrant, except in derivative actions: (1) where the director
or officer shall be adjudged liable to the registrant in the performance of
such director's or officer's duty to the registrant, unless, and only to the
extent, the court shall determine otherwise; (2) of amounts paid in settling
or otherwise disposing of a pending action without court approval; or, (3) of
expenses incurred in defending a pending action which is settled or otherwise
disposed of without court approval. The registrant may advance expenses incurred
by a director or officer in any proceeding if he undertakes to repay the advance
if it is determined ultimately that the director or officer is not entitled
to be indemnified. The registrant shall indemnify a director or officer against
expenses in defense of any proceeding to the extent in which the director or
officer was successful on the merits in defense. A director or officer may apply
to the court or any court of competent jurisdiction for an order of indemnification.
If a corporation indemnifies or advances expenses to a director or officer then
the corporation shall give written notice to the shareholders prior to the next
annual shareholder's meeting.
Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised 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. In the event
that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, 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 registered, the registrant will, unless in the opinion
of counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
Item 9. Undertakings.
The undersigned registrant hereby
undertakes:
1. To file, during the period in
which offers or sales are being made, a post-effective amendment to this
registration statement:
(i) to include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof), which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement, and,
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however,
that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
4. The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3
of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to
provide such interim financial information.
5. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee pursuant to the plan’s annual report pursuant to section 15(d) for the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
6. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised 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. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, 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 registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction
the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.