other respects, the business and affairs of Sun Canada LLC shall be governed by the provisions of the Delaware Limited Liability Company Act.
Pursuant to the Amended and Restated Operating Agreement of Sun International LLC, Sun International LLC shall indemnify and hold harmless its
Manager from and against any and all claims and demands whatsoever. In all other respects, the business and affairs of Sun International LLC shall be governed by the provisions of the Delaware Limited Liability Company Act.
Solaicx is incorporated
under the laws of the State of California. Subject to certain limitations, Section 317 of the California Corporations Code provides in part that a corporation shall have the power to indemnify any person who was or is a party or is threatened
to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was an agent (which term includes officers and directors) of the
corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful.
The California indemnification statute, as provided in Section 317 of the California Corporations Code, is nonexclusive and allows a
corporation to expand the scope of indemnification provided, whether by provisions in its bylaws or by agreement, to the extent authorized in the corporations articles.
The Amended and Restated Articles of Incorporation of Solaicx authorize Solaicx to provide indemnification of agents (as defined in
Section 317 of the California Corporations Code) in excess of indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Section 204 of the California
Corporations Code, with respect to actions for breach of duty to this corporation and its shareholders.
Item 16. Exhibits.
Reference is made to the attached Exhibit Index which is incorporated in this Item 16 by reference.
Item 17. Undertakings.
||Each of the undersigned registrants hereby undertakes: |
||To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
||To include any prospectus required by Section 10(a)(3) of the Securities Act; |
||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