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Antero Resources Midstream Management LLC Form S-1A

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Columbia Savings and Loan Association Directors and Officers Insurance Indemnity Fund

This Agreement is made and entered into as of the day of , 198, by and between Columbia Savings and Loan Association, a California corporation ("Columbia"), and , a , duly licensed to practice law in the State of California ("Counsel").

RECITALS

A. Columbia is a corporation registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, with securities listed on the New York Stock Exchange, Inc.

B. While Columbia has historically maintained Directors and Officers Liability Insurance for the benefit of its officers and directors, Columbia's carrier has determined not to renew its policy.

C. Columbia has been unable to obtain a replacement directors and officers liability insurance policy from any insurance carrier which provides adequate coverage in relation to the premium and other terms of the policy.

D. In order to induce directors and specified officers to continue to serve with Columbia, the Board of Directors of Columbia, by resolution duly adopted at its March 26, 1986 regular meeting, determined to establish an insurance fund with independent counsel for the purpose of providing indemnity to directors and specified officers of Columbia and its wholly owned subsidiaries with respect to certain claims and expenses, all on the terms and conditions set forth in this Agreement.

AGREEMENT

On the basis of the foregoing facts, and in consideration of the mutual covenants set forth in this Agreement, the parties hereto hereby agree for the express benefit of the "Agents" as follows:

1. Definitions. As used in this Agreement:

(a) "Association" shall mean Columbia, each of its direct or indirect wholly owned subsidiaries, and any successor to Columbia or substantially all of its business and operations.

(b) "Agents" shall mean all persons who now are or who hereafter shall be duly elected directors of the Association, and those persons who are duly elected officers of the Association and whose names have been set forth in a written list or lists from time to time delivered to Counsel pursuant to this Agreement, and their respective heirs, estates, legal representatives and assigns.

(c) "Assets" shall mean the cash, securities and other investments from time to time in the Fund.

(d) "Wrongful Act" shall mean any actual or alleged error or misstatement or misleading statement or act or omission or neglect or breach of duty by the Agents or any of them while acting in their individual or collective capacities, or any matter not excluded under Section 4 of this Agreement claimed against the Agents or any of them solely by reason of their being Agents.

(e) "Expenses" shall mean any and all costs of investigation and defense of legal actions, claims or proceedings made against the Agents, or any of them, for Wrongful Acts, including, without limitation, fees and disbursements of counsel in connection therewith.

(f) "Loss" shall mean any amount which the Agents or any of them are legally obligated to pay for a claim or claims made against them for Wrongful Acts, but shall not include Expenses.

2. The Fund.

(a) Concurrently with the execution of this Agreement, Columbia has delivered to Counsel cash and/or securities as described in Exhibit "A" hereto, receipt of which is hereby acknowledged by Counsel, which Counsel shall promptly deposit in a special client's trust account which has been established by Counsel for the sole benefit of the Association and the Agents under the name "".

(b) Columbia may at any time and from time to time hereafter deposit additional cash and/or securities to the trust account established pursuant to Section 2(a) of this Agreement. Columbia may also deposit cash or securities in substitution for any Assets in the trust account provided that the value of the cash or securities deposited equals or exceeds the value of the Assets withdrawn.

(c) All cash in the trust account established pursuant to Section 2(a) of this Agreement shall be invested by Counsel in such investments as Columbia may from time to time direct; any Assets in the trust account shall be sold or disposed of as Columbia may from time to time direct; all income and profits from the Assets shall be added to and become a part of the trust account established pursuant to Section 2(a) of this Agreement; and any brokers' commissions, fees, expenses and losses, if any, relating thereto shall be charged against the trust account.

(d) As used in this Agreement, the "Fund" shall consist of the trust account established pursuant to Section 2(a) of this Agreement, adjusted from time to time for permissible additions and charges under this Agreement.

(e) Counsel shall, from time to time upon the request of Columbia, furnish Columbia with a summary of all activity relating to the Fund; and if so requested by Columbia, Counsel shall permit Columbia access to its books and records relating to the Fund for the purpose of auditing the Fund and activities therein.

3. Use of the Fund for Expenses and Losses.

(a) If during the term of this Agreement any claim or claims are made against the Agents or any of them for a Wrongful Act while acting in their individual or collective capacities as directors or officers of the Association, Counsel shall at the request of any one or more of the Agents against whom the claim has been made provide legal representation to the requesting Agents at its then-current hourly rates (or at such other rates as they may mutually agree upon).

(b) All Expenses shall be billed by Counsel to the Association, with copies to all Client Agents. However, if the Association for any reason fails to pay such bill within 75 days following receipt of such bill, Counsel shall have the right to charge the Fund for the amount of the bill then unpaid.

(c) If for any reason Counsel is unable to represent all of the Agents requesting representation under Section 3(a), the Agents shall consult among themselves as to how the Fund is to be disbursed, and if at least 66 2/3% of all of the Requesting Agents agree in writing as to the manner of disbursement, Counsel shall disburse among the various lawyers for the Agents such portions of the Fund in payment of their respective bills as is provided in that agreement.

(d) Without the prior written direction of Columbia, the Assets in the Fund shall be not used for any purpose other than investments and the payment of Expenses, and unless Columbia otherwise directs, the Fund shall not be used to pay any Losses.

4. Exclusions.

Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not relate to, and no payments from the Fund shall be made for Expenses relating to, any claim made against the Agents, or any of them:

(a) for libel or slander;

(b) based upon or attributable to their gaining in fact any personal profit or advantage to which they were not legally entitled;

(c) for the return by the Agents of any remuneration paid to the Agents without the previous approval of the stockholders of the Association;

(d) for an accounting of profits made from the purchase or sale by the Agents of securities of the Association within the meaning of Section 16(b);

(e) brought about or contributed to by the dishonesty of the Agents;

(f) which, at the time of happening of such claim, is insured by any existing valid policy or policies of insurance;

(g) for which the Agents are entitled to indemnity and/or payment by reason of having given notice of any circumstance which might give rise to a claim under any expired policy;

(h) based on or attributable to bodily injury, sickness, disease, or death of any personnel or damage to tangible property;

(i) in which the Association is the plaintiff;

(j) based on or attributable to personal injury or bodily injury, sickness, disease or death, or damage caused by seepage, pollution or contamination.

5. Term and Termination.

This Agreement shall become effective upon the date of its execution, and shall expire on the first to occur of the following: (i) the date upon which the Fund has been fully utilized; or (ii) 30 days following written notice by Columbia to Counsel and all Agents of its determination to terminate this Agreement; provided, however, that under certain circumstances Columbia shall not have the right to terminate this Agreement or to withdraw any amounts from the Fund without the prior written consent of at least 66 2/3% of all Agents who reasonably would be parties to any covered claims.

6. Miscellaneous.

(a) Effect of Section 317. It is the intention of the parties hereto that this Agreement fall within the provisions of Section 317(i) of the General Corporation Law of the State of California, and, to that end, that this Agreement be deemed to be "insurance on behalf of [any] agent of the Corporation."

(b) All communications, notices and instructions hereunder shall be in writing, and all such communications, notices and instructions hereunder shall be personally delivered or sent by registered or certified mail, return receipt requested.

(c) Columbia shall, from time to time, at the request of Counsel, deliver to Counsel a list of all Agents, together with their mailing addresses, date(s) of employment with or service to the Association, and positions held with the Association.

(d) With respect to the investment of assets in the Fund, the duties of Counsel are only such as are herein specifically provided.

(e) This Agreement shall be governed by and construed in accordance with the laws of the State of California.

(f) This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, heirs, executors, administrators, legal representatives and assigns.

(g) This Agreement may be executed simultaneously in two or more counterparts.

(h) Titles and headings to Sections herein are for purposes of reference only.

(i) This Agreement may only be amended, modified or supplemented by an agreement in writing, signed by Columbia and Counsel.

(j) This Agreement has been executed for the express benefit of the Agents, including those existing at the date of this Agreement and those who become Agents after the execution hereof.

(k) This Agreement constitutes and embodies the entire understanding and agreement of the parties hereto relating to the subject matter hereof.

(l) In the event of any dispute between Counsel and any other party or beneficiary to this Agreement with respect to the reasonableness of the fees and disbursements of Counsel, the matter shall be submitted to arbitration.

(m) For purposes of this Agreement, the value at any date of any securities or Assets deposited in or withdrawn from the Fund shall be the fair market value at such date as determined in good faith by Columbia.

IN WITNESS WHEREOF, each of the parties hereto have executed this Agreement as of the date and year first above written.

COLUMBIA SAVINGS AND LOAN ASSOCIATION

By:

Its

And By:

Its

COUNSEL:

ANNEX "A"

Columbia Savings and Loan Association

8840 Wilshire Boulevard

Beverly Hills, California 90211

Attention: President

Re: Directors and Officers Insurance Indemnity Fund

Gentlemen:

The undersigned has been furnished with a copy of a certain Agreement dated , 198, and entitled "Directors and Officers Insurance Indemnity Fund" (the "Agreement").

The undersigned understands that the purpose of the Agreement is to provide a fund to be utilized for the payment of counsel fees and out-of-pocket costs and expenses of counsel relating to certain claims against the officers and directors of Columbia Savings and Loan Association ("Columbia") or certain of its subsidiaries as described therein, and subject to the limitations therein contained.

The undersigned further understands that it was the intention of the Board of Directors of Columbia in establishing the Directors and Officers Insurance Indemnity Fund that such Fund, and the Agreement, would constitute "insurance," and that the actions of Columbia in entering into the Agreement with the counsel named therein, and delivering funds to such counsel, would constitute the "purchase and maintenance of insurance" within the purview of the General Corporation Law of the State of California.

The undersigned hereby acknowledges and agrees that if at any time it is determined that the Insurance Indemnity Fund, and the related Agreement, do not constitute "insurance," all amounts which have been paid from the Insurance Indemnity Fund to counsel for the undersigned shall be deemed to be "expenses incurred in defending any proceeding ... advanced by the Corporation prior to the final disposition of such proceeding," and the undersigned agrees in such event that unless it shall be determined ultimately under and pursuant to the provisions of Section 317 of the General Corporation Law that the undersigned is entitled to be indemnified as authorized in such Section, the undersigned shall following the conclusion of any such proceeding, repay to Columbia all amounts so advanced.

This letter agreement is made for the purpose of permitting Columbia, a California corporation, to execute the Agreement, and to transfer to the Fund the initial payment as provided in the Agreement, and this letter agreement shall be governed by and construed in accordance with the laws of the State of California.

DATED: , 198.

who holds the following offices with Columbia Savings and Loan Association:

Columbia Savings and Loan Association

4/11/86

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What the Antero Resources Midstream Management LLC Form S-1A Is

The Antero Resources Midstream Management LLC Form S-1A is an amendment to a Securities Act registration statement filed with the U.S. Securities and Exchange Commission to update or correct a previously submitted Form S-1. It is used by an issuer to revise disclosure, supplement financial statements, respond to SEC comment letters, or reflect changed offering terms. The S-1/A must contain accurate prospectus information and required exhibits; it remains subject to SEC review and potential additional comments until the registration statement is declared effective under the Securities Act of 1933.

Why this amended S-1 matters for issuers and stakeholders

An S-1A updates material disclosure that investors and registrants rely on; accurate amendments reduce regulatory friction, clarify offering terms, and limit post-effective liability exposure under securities laws.

Why this amended S-1 matters for issuers and stakeholders

Who prepares, reviews, and relies on an S-1A

Typical participants who create or use an S-1A include internal legal teams and outside securities counsel, the issuer's finance and investor relations teams, and underwriting counsel.

  • Internal legal and compliance teams: Draft amendments, coordinate exhibits, and confirm disclosure consistency with corporate records and SEC rules.
  • Outside securities counsel and underwriters: Advise on legal sufficiency, provide negotiation support, and manage responses to SEC comment letters.
  • Auditors and finance: Update financial statements, prepare auditors' notes, and validate pro forma or restated financial data included in the amendment.

Secondary reviewers include auditors, board members approving disclosure changes, potential investors, and SEC examiners evaluating completeness and candor of amended disclosures.

Key components you will find in an S-1A amendment

A professional S-1A includes standardized sections and exhibits that mirror a registration statement while highlighting the precise changes since the prior filing.

Cover Page

Identifies the issuer, offering size, ticker (if applicable), and indicates the filing is an amendment to a previously filed Form S-1.

Prospectus Updates

Revised prospectus text showing updated offering terms, risk factor changes, and any new summaries of the business or securities.

Risk Factors

Amended or new risk disclosures describing material changes in business, market conditions, or regulatory exposure since the prior filing.

Use of Proceeds

Updated description of how offering proceeds will be applied, including revised amounts or additional planned uses.

Financial Statements

Supplemental or restated financial statements, notes, and selected financial data required to reflect current financial condition.

Exhibits and Signatures

Required exhibits (agreements, legal opinions) and properly executed signatures from authorized officers and any required consents.

Stepwise approach to preparing an S-1A amendment

Follow a consistent sequence to minimize omissions and to prepare a clean submission for EDGAR filing and SEC review.

  • 01
    Assemble materials: Gather prior S-1, SEC comment letters, updated financials, and revised exhibits for amendment drafting.
  • 02
    Draft revisions: Incorporate precise changes, mark amendment references, and reconcile cross-references across the filing.
  • 03
    Internal review: Have counsel, finance, and management review for accuracy and consistency before final signoff.
  • 04
    EDGAR submission: Convert to EDGAR-compatible format, validate submission with EDGAR tools, and submit through authorized filing agent.

Typical digital workflow settings for preparing and routing an S-1A

Configure your digital workspace to manage drafts, approvals, signatures, and the final EDGAR conversion step.

Field Configuration
Document Source Upload original S-1 PDFs and editable drafts for comparison and redline generation
Approval Routing Set role-based approvers: counsel, CFO, CEO, board designee
Signature Type Use authorized officer signatures; confirm method meets company governance
EDGAR Export Prepare final XBRL or ASCII conversion for SEC filing

High-level process from amendment draft to filing

A clear, repeatable sequence reduces the chance of missing exhibits or inconsistent disclosure across the amendment.

  • Draft amendment: Prepare revised prospectus text and exhibit updates.
  • Internal approvals: Obtain sign‑off from counsel, finance, and corporate officers.
  • Format for EDGAR: Convert files to EDGAR‑accepted formats and validate.
  • Submit filing: File amendment via authorized EDGAR filer and monitor for SEC comments.

Technical and integration needs for ePreparation and eSigning

Choose tools that support PDF/DOCX editing, secure signer authentication, audit trails, and EDGAR export or conversion.

  • File formats: PDF and DOCX support required for drafting and EDGAR conversion.
  • Signer authentication: Email, SMS, or advanced auth like KBA for higher assurance.
  • Integrations: Connectors to Salesforce, NetSuite, Box, and document storage are useful.

Ensure chosen systems provide a tamper-evident audit trail, secure storage, and export pathways compatible with SEC filing requirements and corporate recordkeeping policies.

eSignature vendor pricing and feature snapshot for S-1A workflows

Compare common vendor pricing models and key compliance capabilities relevant when preparing and circulating securities disclosure for signature and review.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Timing considerations and common deadlines for amendments

While the SEC sets no fixed review clock, issuers should build timelines for amendment drafting, internal approvals, and anticipated SEC comment rounds.

Amendment submission:

File amendment once revised disclosures and exhibits are finalized and approved by authorized signers.

SEC review cycle:

SEC review timing varies; prepare for multiple comment rounds and iterative amendments.

Board approvals:

Schedule board or special committee approvals ahead of the intended filing date.

EDGAR validation:

Allow time for EDGAR validation errors and re-submissions prior to public filing.

Post-effective obligations:

Track ongoing reporting and disclosure obligations following effectiveness, including Form 8-K triggers.

Consequences and legal risks of incorrect or incomplete S-1A filings

SEC Comment Delays: May postpone effectiveness and increase offering costs.
Disclosure Liability: Inaccurate statements risk liability under the Securities Act.
Underwriter Exposure: Misstatements can affect underwriting agreements and indemnities.
Market Impact: Late or corrective disclosures can affect investor confidence.
Increased Legal Fees: Remediation and negotiation with the SEC drive up counsel costs.
Regulatory Enforcement: Material misstatements may lead to investigations or enforcement.

Common pitfalls to avoid when preparing an S-1A

  • Inconsistent financial figures between prospectus and exhibits, which often trigger SEC comment letters and require corrective amendments.
  • Missing or misnumbered exhibits and consents that delay filing acceptance or require immediate supplemental filings.
  • Unauthorized or improper signatory signatures that conflict with corporate governance and cause validity questions.
  • Failure to reconcile risk factor changes with other disclosure sections, producing contradictory statements for investors.

Frequently asked questions about the S-1A amendment and electronic execution

Answers below address common legal, procedural, and eSignature questions for amended registration statements.


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