There are limitations on director and officer liability which may limit our stockholders’ rights to recover for breaches of fiduciary duty.
As permitted by Massachusetts law, our Restated Articles of Organization, as amended, limit the liability of our directors for monetary damages for breach of a director's fiduciary duties except in certain instances. As a result of these limitations and Massachusetts law, stockholders may have limited rights to recover against directors for breaches of their fiduciary duties. In addition, our bylaws provide that we will indemnify our directors, officers, employees and agents if such persons acted in good faith and reasoned that their conduct was in our best interest.
As of September 30, 2016, DMRJ and Montsant, two of our secured lenders, have the right to acquire up to 105,420,837 shares of our common stock upon the conversion of debt, interest and convertible preferred stock. Our directors and ""executive officers"" own, or have the right to exercise options within 60 days to acquire, up to 8,379,707 shares of our common stock. If all of these shares of common stock are issued, DMRJ, Montsant and our directors and ""executive officers"" would own approximately 59.1% of our outstanding common stock, on a fully diluted basis. Accordingly, these stockholders could have ""a significant influence over, or have absolute control over"", the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets and also could prevent or cause a change in control. ""The interests of these stockholders may differ from the interests of our other stockholders"". Third parties may be discouraged from making a tender offer or bid to acquire us because of this concentration of ownership.
Ken, I have this saved as a reminder. We should have stayed out after GB issue...GLTY Sir...
News 
Market Data 
Discover 
AI
