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SEC Filings

S-3ASR
MYOKARDIA INC filed this Form S-3ASR on 03/08/2018
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In addition, our bylaws provide that:

 

    we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and

 

    we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of us, subject to limited exceptions.

We have entered into indemnification agreements with each of our directors and certain of our executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director, executive officer or affiliate in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out of that person’s services as a director or officer brought on behalf of the Company or in furtherance of our rights. Additionally, certain of our directors may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates, which indemnification relates to and might apply to the same proceedings arising out of such director’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that the Company’s obligations to those same directors are primary and any obligation of the affiliates of those directors to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary. We also maintain a general liability insurance policy which covers certain liabilities of directors and officers of our Company arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended.

Item 16. Exhibits

 

Exhibit
Number

 

Exhibit Description

  

Incorporated by Reference

  

Filed
Herewith

    

Form

  

Date

  

Number

  
1.1*   Form of Underwriting Agreement            
3.1   Amended and Restated Certificate of Incorporation of the Registrant    10-Q    11/18/2015    3.1   
3.2   Amended and Restated Bylaws of the Registrant    S-1/A    10/13/2015    3.4   
4.1   Specimen Common Stock Certificate    S-1/A    10/19/2015    4.1   
4.2   Second Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders dated April  20, 2015    S-1    9/28/2015    4.2   
4.3   Amendment No.  1 to Second Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders dated April 20, 2015    S-1    9/28/2015    4.3   
4.4*   Form of indenture for subordinated debt securities and the related form of subordinated debt security            
4.5*   Form of indenture for senior debt securities and the related form of senior debt security            
4.6*   Form of Certificate of Designations            
4.7*   Form of Warrant Agreements            

 

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