Form 8-K
8-K — SEMrush Holdings, Inc.
Accession: 0001140361-26-017299
Filed: 2026-04-28
Period: 2026-04-28
CIK: 0001831840
SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)
Item: Completion of Acquisition or Disposition of Assets
Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item: Material Modifications to Rights of Security Holders
Item: Changes in Control of Registrant
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Financial Statements and Exhibits
Documents
8-K — ef20071354_8k.htm (Primary)
EX-3.1 — EXHIBIT 3.1 (ef20071354_ex3-1.htm)
EX-3.2 — EXHIBIT 3.2 (ef20071354_ex3-2.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: ef20071354_8k.htm · Sequence: 1
false12-31000183184000018318402026-04-282026-04-28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 28, 2026
Semrush Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-40276
84-4053265
(Commission File Number)
(I.R.S. Employer Identification No.)
800 Boylston Street, Suite 2475
Boston, Massachusetts
02199
(Address of Principal Executive Offices)
(Zip Code)
(800) 851-9959
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol
Name of each exchange
on which registered
Class A Common Stock, par value $0.00001 per share
SEMR
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introduction
Merger Agreement
On April 28, 2026, Adobe Inc., a Delaware corporation (“Adobe”), completed its previously announced acquisition of Semrush Holdings, Inc., a Delaware
corporation (the “Company”), pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 18, 2025, by and among the Company, Adobe and Fenway Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Adobe (“Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned
subsidiary of Adobe.
At the effective time of the Merger (the “Effective Time”), subject to the terms and conditions of the Merger Agreement, each share of Class A common
stock, par value $0.00001 per share, of the Company (“Class A Common Stock”) and each share of Class B common stock, par value $0.00001 per share, of the Company (the “Class B Common Stock” and, together with the Class A Common Stock, the “Company
Common Stock”), in each case, issued and outstanding immediately prior to the Effective Time, subject to certain limitations, was automatically converted into the right to receive $12.00 in cash, without interest (the “Merger Consideration”).
Equity Awards
At the Effective Time, equity awards outstanding as of immediately prior to the Effective Time were generally treated as follows:
Options. Each vested option to purchase shares of Company Common Stock (“Option”)
and each Option held by a non-employee director, contractors or other certain service providers (each, a “Specified Individual”) was cancelled and cashed out for a payment equal to the excess of the Merger Consideration over the exercise price of
such Option in respect of each underlying share. Otherwise, each unvested in-the-money Option not covered by the preceding sentence was converted into a restricted stock unit award relating to Adobe common stock (an “Adobe RSU Award”), in respect
of a number of shares of Adobe common stock obtained by dividing the spread value of the Option by the closing price per share of Adobe common stock over the 30 consecutive calendar days ending on (and including) the second to last calendar day
preceding the closing date (“Adobe Trading Price”), with no less favorable vesting terms. Options with an exercise price equal to or greater than the Merger Consideration were cancelled for no consideration.
RSU Awards. Each restricted stock unit award relating to shares of Company Common
Stock that was subject solely to service-based vesting requirements as of the grant date (“RSU Award”) held by a Specified Individual was cancelled and cashed out for a payment equal to the Merger Consideration in respect of each underlying share.
Each other RSU Award was converted into an Adobe RSU Award in respect of a number of shares of Adobe common stock obtained by multiplying the number of shares of Company Common Stock underlying the RSU Award by the quotient of (a) the Merger
Consideration divided by (b) the Adobe Trading Price (the “Equity Award Conversion Ratio”), with no less favorable vesting terms.
PSU Awards. Each restricted stock unit award relating to shares of Company Common
Stock that is subject to performance-based vesting requirements (“PSU Award”) that became vested at the Effective Time in accordance with the terms of the applicable award agreement was cancelled and cashed out for a payment equal to the Merger
Consideration in respect of each underlying share (with achievement of applicable performance metrics determined based on actual performance in accordance with the terms of the applicable award agreement), and the portion of the award that did not
become vested at the Effective Time in accordance with the terms of the applicable award agreement was forfeited for no consideration. Each other outstanding PSU Award was converted into an Adobe RSU Award (with applicable performance goals deemed
achieved based on actual performance through the latest practicable date prior to the Closing Date) in respect of a number of shares of Adobe common stock obtained by multiplying the number of shares of Company Common Stock underlying the PSU Award
by the Equity Award Conversion Ratio, with no less favorable service-based vesting terms.
Restricted Stock Awards. The restricted stock award relating to shares of Company
Common Stock was assumed and converted into a restricted stock award of Adobe in respect of a number of shares of Adobe common stock obtained by multiplying the number of shares of Company Common Stock underlying the restricted stock award by the
Equity Award Conversion Ratio, with no less favorable vesting terms.
Item 2.01
Completion of Acquisition or Disposition of Assets.
The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
The description of the effects of the Merger Agreement and the transactions contemplated by the Merger Agreement does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on
November 19, 2025, and which is incorporated herein by reference.
Item 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introduction and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Prior to the completion of the Merger, shares of Class A Common Stock were listed and traded on the New York Stock Exchange (the “NYSE”) under the
trading symbol “SEMR.” The Company notified the NYSE on April 17, 2026 of the consummation of the Merger. In connection with the consummation of the Merger, the Company requested that the NYSE suspend trading of the Class A Common Stock on the NYSE
and remove the Class A Common Stock from listing on the NYSE, in each case, prior to the opening of the market on April 28, 2026. The Company also requested that the NYSE file with the SEC a Notification of Removal from Listing and/or Registration on
Form 25 to report the delisting of the Class A Common Stock from the NYSE and to deregister the Class A Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Upon the effectiveness of the Form 25, the Company also intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15
requesting the deregistration of the Class A Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03.
Material Modification to Rights of Security Holders.
The information set forth in the Introduction, Item 2.01, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.03.
At the Effective Time, each holder of Company Common Stock immediately prior to the Effective Time ceased to have any rights as a stockholder of the
Company other than the right to receive the Merger Consideration, subject to the terms and conditions set forth in the Merger Agreement.
Item 5.01.
Changes in Control of Registrant.
The information set forth in the Introduction, Item 2.01, Item 3.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by
reference into this Item 5.01.
As a result of the consummation of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Adobe.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
As of the Effective Time, in connection with the consummation of the Merger, all of the directors of the Company immediately prior to the Effective Time
ceased serving as directors of the Company. These departures were solely in connection with the Merger and not a result of any disagreements between the Company and the directors on any matter related to the Company’s operations, policies or
practices.
In connection with the consummation of the Merger, Wade Sherman was appointed to the board of directors of the Company, effective as of the Effective
Time.
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in the Introduction, Item 2.01 and Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item
5.03.
Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Certificate of Incorporation of the Company and the Third Amended and
Restated By-laws of the Company were amended and restated in their entirety. The Second Amended and Restated Certificate of Incorporation of the Company and the Fourth Amended and Restated By-laws of the Company are attached as Exhibits 3.1 and 3.2,
respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.
Item 9.01.
Exhibits.
(d)
Exhibits.
Exhibit
Number
Description
2.1
Agreement and Plan of Merger, dated as of November 18, 2025, by and among Semrush Holdings, Inc., Adobe Inc. and Fenway Merger Sub, Inc. (incorporated by reference
to Exhibit 2.1 to Semrush Holdings, Inc.’s Current Report on Form 8-K, filed on November 19, 2025).*
3.1
Second Amended and Restated Certificate of Incorporation of Semrush Holdings, Inc., dated as of April 28, 2026.
3.2
Fourth Amended and Restated By-laws of Semrush Holdings, Inc., dated as of April 28, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
*
All schedules to the Merger Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SEMRUSH HOLDINGS, INC.
By:
/s/ Wade Sherman
Name:
Wade Sherman
Title:
President
Date: April 28, 2026
EX-3.1 — EXHIBIT 3.1
EX-3.1
Filename: ef20071354_ex3-1.htm · Sequence: 2
Exhibit 3.1
EXHIBIT A
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SEMRUSH HOLDINGS, INC.
a Delaware corporation
ARTICLE 1
The name of the corporation is Semrush Holdings, Inc. (the “Corporation”).
ARTICLE 2
The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, County of New Castle, Delaware 19808.
The name of its registered agent at such address is Corporation Service Company.
ARTICLE 3
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of
the State of Delaware (the “DGCL”), as the same exists or as may hereafter be amended from time to time.
ARTICLE 4
The Corporation is authorized to issue one class of capital stock to be designated Common Stock. The total number of shares of Common Stock authorized
to be issued is one hundred thousand (100,000) shares with a par value of $0.00001 per share.
ARTICLE 5
The Corporation is to have perpetual existence.
ARTICLE 6
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized and empowered
to make, alter, amend or repeal the Bylaws of the Corporation, subject to the provisions of the Bylaws of the Corporation.
ARTICLE 7
The number of directors which constitute the whole Board of Directors of the Corporation shall be determined in the manner specified in the Bylaws of the
Corporation.
ARTICLE 8
Elections of directors need not be by written ballot unless a stockholder demands election by written ballot at the meeting and before voting begins or
unless the Bylaws of the Corporation shall so provide.
ARTICLE 9
Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation
may be kept outside of the State of Delaware at such place or places as may be designated from time to time by the Board or in the Bylaws of the Corporation.
ARTICLE 10
To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to)
directors, officers, employees and agents of the Corporation (and any other persons to which the DGCL permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such employees, agents or other persons, vote of
stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL, subject only to limits created by applicable provisions of the DGCL (statutory or non-statutory),
with respect to actions for breach of duty to the Corporation, its stockholders, and others.
Any amendment, repeal or modification of the foregoing provisions of this ARTICLE 10 shall not adversely affect any right or protection of a director,
officer, agent, employee or other person existing at the time of such amendment, repeal or modification, or increase the liability of any director, officer, employee or agent of the Corporation with respect to any acts or omissions of such director,
officer, employee or agent occurring prior to, such amendment, repeal or modification.
ARTICLE 11
A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the DGCL or (d) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Any amendment, repeal or modification of this ARTICLE 11 by either of (i) the stockholders of the Corporation or (ii) an amendment to the DGCL, shall not
adversely affect any right or protection existing at the time of such amendment, repeal or modification with respect to any acts or omissions occurring before such amendment, repeal or modification of a person serving as a director at the time of
such amendment, repeal or modification.
-2-
Notwithstanding anything herein to the contrary, the affirmative vote of not less than two-thirds (2/3) of the voting power of the outstanding shares of
capital stock entitled to vote thereon, and the affirmative vote of not less than two-thirds (2/3) of the voting power of the outstanding shares of each class entitled to vote thereon as a class, shall be required to amend or repeal any provision of
this ARTICLE 11.
ARTICLE 12
To the fullest extent permitted by the DGCL, an Officer (as defined below) of the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of his or her fiduciary duty as an officer of the Corporation, except for liability (a) for any breach of the Officer’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of law, (c) for any transaction from which the Officer derived an improper personal benefit, or (d) arising from any claim brought by or in the right of the Corporation. If
the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of Officers, then the liability of an Officer of the Corporation shall be eliminated or limited to
the fullest extent permitted by the DGCL, as so amended. For purposes of this ARTICLE 12, “Officer” shall mean an individual who has been duly appointed as an
officer of the Corporation and who, at the time of an act or omission as to which liability is asserted, is deemed to have consented to service of process to the registered agent of the Corporation as contemplated by 10 Del. C. § 3114(b).
Any amendment, repeal or modification of this ARTICLE 12 by either of (i) the stockholders of the Corporation or (ii) an amendment to the DGCL, shall not
adversely affect any right or protection existing at the time of such amendment, repeal or modification with respect to any acts or omissions occurring before such amendment, repeal or modification of a person serving as an Officer at the time of
such amendment, repeal or modification.
ARTICLE 13
Except as provided in ARTICLE 10, ARTICLE 11 and ARTICLE 12 above, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
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EX-3.2 — EXHIBIT 3.2
EX-3.2
Filename: ef20071354_ex3-2.htm · Sequence: 3
Exhibit 3.2
FOURTH AMENDED AND RESTATED
BY-LAWS
OF
SEMRUSH HOLDINGS, INC.
Adopted April 28, 2026
TABLE OF CONTENTS
Page
ARTICLE I — MEETINGS OF STOCKHOLDERS
1
1.1
Place of Meetings
1
1.2
Annual Meeting
1
1.3
Special Meeting
1
1.4
Notice of Stockholders’ Meetings
2
1.5
Quorum
2
1.6
Adjourned Meeting; Notice
2
1.7
Conduct of Business
2
1.8
Voting
3
1.9
Stockholder Action by Written Consent Without a Meeting
3
1.10
Record Date for Stockholder Notice; Voting; Giving Consents
4
1.11
Proxies
5
ARTICLE II — DIRECTORS
5
2.1
Powers
5
2.2
Number of Directors
5
2.3
Election, Qualification and Term of Office of Directors
5
2.4
Resignation and Vacancies
6
2.5
Place of Meetings; Meetings by Telephone
6
2.6
Conduct of Business
6
2.7
Regular Meetings
6
2.8
Special Meetings; Notice
6
2.9
Quorum; Voting
7
2.10
Board Action by Written Consent Without a Meeting
7
2.11
Fees and Compensation of Directors
7
2.12
Removal of Directors
8
ARTICLE III — COMMITTEES
8
3.1
Committees of Directors
8
3.2
Committee Minutes
8
3.3
Meetings and Actions of Committees
8
3.4
Subcommittees
9
ARTICLE IV — OFFICERS
9
4.1
Officers
9
4.2
Appointment of Officers
9
4.3
Subordinate Officers
9
4.4
Removal and Resignation of Officers
9
4.5
Vacancies in Offices
10
4.6
Representation of Shares of Other Corporations
10
4.7
Authority and Duties of Officers
10
ARTICLE V — INDEMNIFICATION
10
5.1
Definitions
10
5.2
Indemnification of Directors and Officers
11
5.3
Indemnification of Non-Officer Employees
12
TABLE OF CONTENTS
(Continued)
Page
5.4
Determination
13
5.5
Advancement of Expenses to Directors Prior to Final Disposition.
13
5.6
Advancement of Expenses to Officers and Non-Officer Employees Prior to Final Disposition.
13
5.7
Contractual Nature of Rights.
14
5.8
Non-Exclusivity of Rights.
14
5.9
Insurance.
14
5.10
Other Indemnification.
15
ARTICLE VI — STOCK
15
6.1
Stock Certificates; Partly Paid Shares
15
6.2
Special Designation on Certificates
15
6.3
Lost Certificates
16
6.4
Dividends
16
6.5
Stock Transfer Agreements
16
6.6
Registered Stockholders
16
6.7
Transfers
17
ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER
17
7.1
Notice of Stockholder Meetings
17
7.2
Notice by Electronic Transmission
17
7.3
Notice to Stockholders Sharing an Address
18
7.4
Notice to Person with Whom Communication is Unlawful
18
7.5
Waiver of Notice
18
ARTICLE VIII — GENERAL MATTERS
18
8.1
Fiscal Year
18
8.2
Seal
19
8.3
Annual Report
19
8.4
Construction; Definitions
19
ARTICLE IX — AMENDMENTS
19
-ii-
AMENDED AND RESTATED BYLAWS
ARTICLE I — MEETINGS OF STOCKHOLDERS
1.1 Place of Meetings
Meetings of stockholders of Semrush Holdings, Inc.
(the “Company”) shall be held at any place, within or outside the State of Delaware, as may be determined from time to time by the Company’s board of
directors (the “Board”). The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be
held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the “DGCL”). In the absence of any
such designation or determination, stockholders’ meetings shall be held at the Company’s registered office.
1.2 Annual Meeting
An annual meeting of stockholders shall be held for the purpose of election of directors at such date and time as may be designated by resolution of
the Board from time to time. Any other proper business may be transacted at the annual meeting. The Company shall not be required to hold an annual meeting of stockholders, provided
that (i) the stockholders are permitted to act by written consent under the Company’s certificate of incorporation and these bylaws, (ii) the stockholders take action by written consent to elect directors and (iii) the stockholders unanimously
consent to such action or, if such consent is less than unanimous, all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.
1.3 Special Meeting
A special meeting of the stockholders may be called at any time by the Board, Chairperson of the Board, Chief Executive Officer or President (in the
absence of a Chief Executive Officer) or by one or more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.
If any person(s) other than the Board calls a special meeting, the request shall:
(i) be in writing;
(ii) specify the time of such meeting and the
general nature of the business proposed to be transacted; and
(iii) be delivered personally or sent by
registered mail or by email transmission to the Chairperson of the Board, the Chief Executive Officer, the President (in the absence of a Chief Executive Officer) or the Secretary of the Company.
The officer(s) receiving the request shall cause notice to be promptly given to the stockholders entitled to vote at such meeting, in accordance with
these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting. No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in
this paragraph of this Section 1.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held.
1.4 Notice of
Stockholders’ Meetings
Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the
place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Except as otherwise provided in the DGCL, the certificate of incorporation or these bylaws, the written notice of any meeting of stockholders shall be given not less than 10 nor more than 60 days before the
date of the meeting to each stockholder entitled to vote at such meeting.
1.5 Quorum
Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence in person, by
remote communication, if applicable, or by proxy duly authorized, of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be
necessary and sufficient to constitute a quorum for the transaction of business. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present
in person, by remote communication, if applicable, or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise provided by law, the certificate of
incorporation or these bylaws.
If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the
vote of the holders of a majority of the shares represented thereat, present in person, by remote communication, if applicable, or represented by proxy duly authorized, shall have the power to adjourn the meeting from time to time, in the manner
provided in Section 1.6, until a quorum is present or represented.
1.6 Adjourned Meeting;
Notice
Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be
given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the
meeting at which the adjournment is taken. At the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
1.7 Conduct of Business
Meetings of stockholders shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the
Board, if any, or in the absence of the foregoing persons by the Chief Executive Officer, or in the absence of the foregoing persons by the President, or in the absence of the foregoing persons by a Vice President, or in the absence of the foregoing
persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint
any person to act as secretary of the meeting. The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.
-2-
A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of
shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is entitled to be present at such meeting.
1.8 Voting
The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 1.10 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting
agreements) of the DGCL.
Except as may be otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be
entitled to one vote for each share of capital stock held by such stockholder which has voting power upon the matter in question. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be
conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person, by
remote communication, if applicable, or by proxy duly authorized at such meeting. If authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission (as defined in Section 7.2 of these bylaws), provided that any such electronic transmission must either set forth or be
submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.
Except as otherwise required by law, the certificate of incorporation or these bylaws, in all matters other than the election of directors, the
affirmative vote of a majority of the voting power of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote on the subject matter shall be the act of the
stockholders. Except as otherwise required by law, the certificate of incorporation or these bylaws, directors shall be elected by a plurality of the voting power of the shares present in person, by remote communication, if applicable, or represented
by proxy duly authorized at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or series or classes or series is required, in all matters other than the election of directors, the affirmative vote of the
majority of shares of such class or series or classes or series present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting shall be the act of such class or series or classes or series, except as
otherwise provided by law, the certificate of incorporation or these bylaws.
1.9 Stockholder Action
by Written Consent Without a Meeting
Unless otherwise provided in the certificate of incorporation, any action required by the DGCL to be taken at any annual or special meeting of
stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and
voted.
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An electronic transmission (as defined in Section 7.2) consenting to an
action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for purposes of this section, provided that any such electronic transmission sets forth or is delivered with information from which the Company can determine (i) that the electronic transmission was transmitted
by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such electronic transmission.
In the event that the Board shall have instructed the officers of the Company to solicit the vote or written consent of the stockholders of the
Company, an electronic transmission of a stockholder written consent given pursuant to such solicitation may be delivered to the Secretary or the President of the Company or to a person designated by the Secretary or the President.
Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders
to take the action were delivered to the Company as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had
been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance
with Section 228 of the DGCL.
1.10 Record Date for
Stockholder Notice; Voting; Giving Consents
In order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof,
or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date:
(i) in the case of determination of
stockholders entitled to notice of or to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting;
(ii) in the case of determination of
stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board; and
(iii) in the case of determination of
stockholders for any other action, shall not be more than 60 days prior to such other action.
If no record date is fixed by the Board:
(i) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding
the day on which the meeting is held;
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(ii) the record date for determining
stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed
to be taken is delivered to the Company in accordance with applicable law, or, if prior action by the Board is required by law, shall be at the close of business on the day on which the Board adopts the resolution taking such prior action; and
(iii) the record date for determining
stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting,
provided that the Board may fix a new record date for the adjourned meeting.
1.11 Proxies
Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted
or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL.
ARTICLE II — DIRECTORS
2.1 Powers
The business and affairs of the Company shall be managed by or under the direction of the Board, except as may be otherwise provided in the DGCL or
the certificate of incorporation.
2.2 Number of Directors
The Board shall consist of one or more members, each of whom shall be a natural person. Unless the certificate of incorporation fixes the number of
directors, the number of directors shall be determined from time to time by resolution of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
2.3 Election,
Qualification and Term of Office of Directors
Except as provided in Section 2.4 of these bylaws, and subject to Sections 1.2 and 1.9 of these bylaws, directors shall be elected at the annual meeting of stockholders to
serve until his or her successor shall be elected and shall qualify. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other
qualifications for directors. Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.
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2.4 Resignation and
Vacancies
Any director may resign at any time upon notice given in writing or by electronic transmission to the Secretary. A resignation is effective when the
resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for
reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the Board, effective at a future date, a majority of the directors then
in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.
Unless otherwise provided in the certificate of incorporation or these bylaws, if the office of any director becomes vacant, the remaining directors
in the office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen. If the office of any director
becomes vacant and there are no remaining directors, the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the Company, at a special meeting called for such purpose, may appoint any
qualified person to fill such vacancy.
A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until such director’s successor
is elected and qualified, or until such director’s earlier death, resignation or removal.
2.5 Place of Meetings;
Meetings by Telephone
The Board may hold meetings, both regular and special, either within or outside the State of Delaware.
Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board, or any committee designated by the Board, may
participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
2.6 Conduct of Business
Meetings of the Board shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board,
if any, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence
the chairperson of the meeting may appoint any person to act as secretary of the meeting.
2.7 Regular Meetings
Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.
2.8 Special Meetings;
Notice
Special meetings of the Board for any purpose or purposes may be called at any time by the Chairperson of the Board, the Chief Executive Officer, the
President, the Secretary or any two directors.
Notice of the time and place of special meetings shall be:
(i) delivered personally by hand, by courier
or by telephone;
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(ii) sent by United States first-class mail,
postage prepaid;
(iii) sent by facsimile; or
(iv) sent by electronic mail,
directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Company’s
records.
If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be
delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral
notice may be communicated to the director. The notice need not specify the purpose of the meeting.
2.9 Quorum; Voting
At all meetings of the Board, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. If a
quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is
initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise
specifically provided by statute, the certificate of incorporation or these bylaws.
If the certificate of incorporation provides that one or more directors shall have more or less than one vote per director on any matter, every
reference in these bylaws to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors.
2.10 Board Action by
Written Consent Without a Meeting
Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the
Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
2.11 Fees and
Compensation of Directors
Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of
directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.
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2.12 Removal of Directors
Unless otherwise restricted by statute, the certificate of incorporation or these bylaws, any director or the entire Board may be removed, with or
without cause, by the affirmative vote of the holders of a majority of the shares then entitled to vote at an election of directors.
No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of
office.
ARTICLE III — COMMITTEES
3.1 Committees of
Directors
The Board may designate one or more committees, each committee to consist of one or more of the directors of the Company. The Board may designate one
or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee,
to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the seal of the Company to
be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required
by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Company.
3.2 Committee Minutes
Each committee shall keep regular minutes of its meetings and report the same to the Board when required.
3.3 Meetings and Actions
of Committees
Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:
(i) Section 2.5 (Place of Meetings; Meetings by Telephone);
(ii) Section 2.7 (Regular Meetings);
(iii) Section 2.8 (Special Meetings; Notice);
(iv) Section 2.9 (Quorum; Voting);
(v) Section 2.10 (Board Action by Written Consent Without a Meeting); and
(vi) Section 7.5 (Waiver of Notice)
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with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:
(i) the time of regular meetings of
committees may be determined either by resolution of the Board or by resolution of the committee;
(ii) special meetings of committees may also
be called by resolution of the Board; and
(iii) notice of special meetings of committees
shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.
Any provision in the certificate of incorporation providing that one or more directors shall have more or less than one vote per director on any
matter shall apply to voting in any committee or subcommittee, unless otherwise provided in the certificate of incorporation or these bylaws.
3.4 Subcommittees
Unless otherwise provided in the certificate of incorporation, these bylaws or the resolutions of the Board designating the committee, a committee may
create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.
ARTICLE IV — OFFICERS
4.1 Officers
The officers of the Company shall be a President and a Secretary. The Company may also have, at the discretion of the Board, a Chairperson of the
Board, a Vice Chairperson of the Board, a Chief Executive Officer, one or more Vice Presidents, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers, one or more Assistant Secretaries, and any such other officers as may be
appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person unless specifically prohibited therefrom by law.
4.2 Appointment of
Officers
The Board shall appoint the officers of the Company, except such officers as may be appointed in accordance with the provisions of Section 4.3 of these bylaws.
4.3 Subordinate Officers
The Board may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such other
officers and agents as the business of the Company may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time
determine.
4.4 Removal and
Resignation of Officers
All officers shall hold office at the discretion of the Board and until their successors shall have been duly elected and qualified, unless sooner
removed. Any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any committee or
officer upon whom such power of removal may be conferred by the Board.
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Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Any resignation shall take effect at the
date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without
prejudice to the rights, if any, of the Company under any contract to which the officer is a party.
4.5 Vacancies in Offices
Any vacancy occurring in any office of the Company shall be filled by the Board or as provided in Section 4.3.
4.6 Representation of
Shares of Other Corporations
Unless otherwise directed by the Board, the President or any other person authorized by the Board or the President is authorized to vote, represent
and exercise on behalf of the Company all rights incident to any and all shares of any other corporation or corporations standing in the name of the Company. The authority granted herein may be exercised either by such person directly or by any other
person authorized to do so by proxy or power of attorney duly executed by such person having the authority.
4.7 Authority and Duties
of Officers
Except as otherwise provided in these bylaws, the officers of the Company shall have such powers and duties in the management of the Company as may be
designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.
ARTICLE V — INDEMNIFICATION
5.1 Definitions
For purposes of this Article:
(i) “Corporate Status” describes the status of a person who is serving or has served (i) as a Director of the Company, (ii) as an Officer of the Company, (iii) as a Non-Officer Employee of the
Company, or (iv) as a director, partner, trustee, officer, employee or agent of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, foundation, association, organization or other legal
entity which such person is or was serving at the request of the Company. For purposes of this Section 5.1(i), a Director, Officer or Non-Officer Employee of the Company who
is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary shall be deemed to be serving at the request of the Company. Notwithstanding the foregoing, “Corporate Status” shall not include the status of a
person who is serving or has served as a director, officer, employee or agent of a constituent corporation absorbed in a merger or consolidation transaction with the Company with respect to such person’s activities prior to said transaction,
unless specifically authorized by the Board or the stockholders of the Company;
(ii) “Director” means any person who serves or has served the Company as a director on the Board;
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(iii) “Disinterested Director” means, with respect to each Proceeding in respect of which indemnification is sought hereunder, a Director of the Company who is not and was not a party to such
Proceeding;
(iv) “Expenses” means all attorneys’ fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors (including, without limitation,
accountants and investment bankers), travel expenses, duplicating costs, printing and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in connection with document
review, organization, imaging and computerization, telephone charges, postage, delivery service fees, and all other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, being or preparing to be a witness in, settling or otherwise participating in, a Proceeding;
(v) “Liabilities” means judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement;
(vi) “Non-Officer Employee” means any person who serves or has served as an employee or agent of the Company, but who is not or was not a Director or Officer;
(vii) “Officer” means any person who serves or has served the Company as an officer of the Company appointed by the Board;
(viii) “Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, inquiry, investigation, administrative hearing or other proceeding,
whether civil, criminal, administrative, arbitrative or investigative; and
(ix) “Subsidiary” shall mean any corporation, partnership, limited liability company, joint venture, trust or other entity of which the Company owns (either directly or through or together with
another Subsidiary of the Company) either (i) a general partner, managing member or other similar interest or (ii) (A) fifty percent (50%) or more of the voting power of the voting capital equity interests of such corporation, partnership,
limited liability company, joint venture or other entity, or (B) fifty percent (50%) or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or
other entity.
5.2 Indemnification of
Directors and Officers
(i) Subject to the operation of Section 5.4 of this Article V of these bylaws, each Director and Officer shall be indemnified and held
harmless by the Company to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader
indemnification rights than such law permitted the Company to provide prior to such amendment), and to the extent authorized in this Section 5.2.
(a) Actions, Suits and Proceedings Other than By or In the Right of the Company. Each Director and Officer shall be indemnified and held harmless by the Company against any and all Expenses and Liabilities that are incurred
or paid by such Director or Officer or on such Director’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein (other than an action by or in the right of the Company), which such Director or Officer is, or
is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.
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(b) Actions, Suits and Proceedings By or In the Right of the Company. Each Director and Officer shall be indemnified and held harmless by the Company against any and all Expenses that are incurred by such Director or Officer
or on such Director’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein by or in the right of the Company, which such Director or Officer is, or is threatened to be made, a party to or participant in by
reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Company; provided, however,
that no indemnification shall be made under this Section 5.2(i)(b) in respect of any claim, issue or matter as to which such Director or Officer shall have been finally
adjudged by a court of competent jurisdiction to be liable to the Company, unless, and only to the extent that, the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite
adjudication of liability, but in view of all the circumstances of the case, such Director or Officer is fairly and reasonably entitled to indemnification for such Expenses that such court deems proper.
(c) Survival of Rights. The rights of indemnification provided by this Section 5.2 shall continue as to a Director or Officer after he or she has ceased
to be a Director or Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives.
(d) Actions
by Directors or Officers. Notwithstanding the foregoing, the Company shall indemnify any Director or Officer seeking indemnification in connection with a Proceeding initiated by such Director or Officer only if such Proceeding
(including any parts of such Proceeding not initiated by such Director or Officer) was authorized in advance by the Board, unless such Proceeding was brought to enforce such Officer’s or Director’s rights to indemnification or, in the case of
Directors, advancement of Expenses under these bylaws in accordance with the provisions set forth herein.
5.3 Indemnification of
Non-Officer Employees
Subject to the operation of Section 5.4 of this Article V of these bylaws, each Non-Officer Employee may, in the discretion of the Board, be indemnified by the Company to the fullest extent authorized by the DGCL, as the same exists or may hereafter
be amended, against any or all Expenses and Liabilities that are incurred by such Non-Officer Employee or on such Non-Officer Employee’s behalf in connection with any threatened, pending or completed Proceeding, or any claim, issue or matter therein,
which such Non-Officer Employee is, or is threatened to be made, a party to or participant in by reason of such Non-Officer Employee’s Corporate Status, if such Non-Officer Employee acted in good faith and in a manner such Non-Officer Employee
reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 5.3 shall exist as to a Non-Officer Employee after he or she has ceased to be a Non-Officer Employee and shall inure to the benefit of his or her heirs, personal
representatives, executors and administrators. Notwithstanding the foregoing, the Company may indemnify any Non-Officer Employee seeking indemnification in connection with a Proceeding initiated by such Non-Officer Employee only if such Proceeding
was authorized in advance by the Board.
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5.4 Determination
Unless ordered by a court, no indemnification shall be provided pursuant to this Article
V to a Director, to an Officer or to a Non-Officer Employee unless a determination shall have been made that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the
Company and, with respect to any criminal Proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Such determination shall be made by (a) a majority vote of the Disinterested Directors, even though less than a
quorum of the Board, (b) a committee comprised of Disinterested Directors, such committee having been designated by a majority vote of the Disinterested Directors (even though less than a quorum), (c) if there are no such Disinterested Directors, or
if a majority of Disinterested Directors so directs, by independent legal counsel in a written opinion, or (d) by the stockholders of the Company.
5.5 Advancement of Expenses
to Directors Prior to Final Disposition
(i) The Company shall advance all Expenses
incurred by or on behalf of any Director in connection with any Proceeding in which such Director is involved by reason of such Director’s Corporate Status within thirty (30) days after the receipt by the Company of a written statement from such
Director requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Director and shall be preceded or
accompanied by an undertaking by or on behalf of such Director to repay any Expenses so advanced if it shall ultimately be determined that such Director is not entitled to be indemnified against such Expenses. Notwithstanding the foregoing, the
Company shall advance all Expenses incurred by or on behalf of any Director seeking advancement of expenses hereunder in connection with a Proceeding initiated by such Director only if such Proceeding (including any parts of such Proceeding not
initiated by such Director) was (i) authorized by the Board, or (ii) brought to enforce such Director’s rights to indemnification or advancement of Expenses under these bylaws.
(ii) If a claim for advancement of Expenses
hereunder by a Director is not paid in full by the Company within thirty (30) days after receipt by the Company of documentation of Expenses and the required undertaking, such Director may at any time thereafter bring suit against the Company to
recover the unpaid amount of the claim and if successful in whole or in part, such Director shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Company (including its Board or any committee thereof,
independent legal counsel, or stockholders) to make a determination concerning the permissibility of such advancement of Expenses under this Article V shall not be a defense
to an action brought by a Director for recovery of the unpaid amount of an advancement claim and shall not create a presumption that such advancement is not permissible. The burden of proving that a Director is not entitled to an advancement of
expenses shall be on the Company.
(iii) In any suit brought by the Company to
recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a final adjudication that the Director has not met any applicable standard for indemnification set forth in
the DGCL.
5.6 Advancement of Expenses
to Officers and Non-Officer Employees Prior to Final Disposition
(i) The Company may, at the discretion of the
Board, advance any or all Expenses incurred by or on behalf of any Officer or any Non-Officer Employee in connection with any Proceeding in which such person is involved by reason of his or her Corporate Status as an Officer or Non-Officer
Employee upon the receipt by the Company of a statement or statements from such Officer or Non-Officer Employee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement
or statements shall reasonably evidence the Expenses incurred by such Officer or Non-Officer Employee and shall be preceded or accompanied by an undertaking by or on behalf of such person to repay any Expenses so advanced if it shall ultimately
be determined that such Officer or Non-Officer Employee is not entitled to be indemnified against such Expenses.
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(ii) In any suit brought by the Company to
recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a final adjudication that the Officer or Non-Officer Employee has not met any applicable standard for
indemnification set forth in the DGCL.
5.7 Contractual Nature of
Rights
(i) The provisions of this Article V shall be deemed to be a contract between the Company and each Director and Officer entitled to the benefits hereof at any time while this Article V is in effect, in consideration of such person’s past or current and any future performance of services for the Company. Neither amendment, repeal or modification of any provision of this Article V nor the adoption of any provision of the certificate of incorporation inconsistent with this Article V
shall eliminate or reduce any right conferred by this Article V in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any
state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to
indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced.
The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article V shall continue notwithstanding that the person has ceased to
be a director or officer of the Company and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes of such person.
(ii) If a claim for indemnification hereunder
by a Director or Officer is not paid in full by the Company within sixty (60) days after receipt by the Company of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Company (including its Board or any committee thereof,
independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article V shall not be a defense to an
action brought by a Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not
entitled to indemnification shall be on the Company.
(iii) In any suit brought by a Director or
Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.
5.8 Non-Exclusivity of
Rights
The rights to indemnification and to advancement of Expenses set forth in this Article
V shall not be exclusive of any other right which any Director, Officer, or Non-Officer Employee may have or hereafter acquire under any statute, provision of the certificate or these bylaws, agreement, vote of stockholders or Disinterested
Directors or otherwise.
5.9 Insurance
The Company may maintain insurance, at its expense, to protect itself and any Director, Officer or Non-Officer Employee against any liability of any
character asserted against or incurred by the Company or any such Director, Officer or Non-Officer Employee, or arising out of any such person’s Corporate Status, whether or not the Company would have the power to indemnify such person against such
liability under the DGCL or the provisions of this Article V.
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5.10 Other Indemnification
The Company’s obligation, if any, to indemnify or provide advancement of Expenses to any person under this Article V as a result of such person serving, at the request of the Company, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise shall be reduced by any amount such person may collect as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or enterprise (the “Primary Indemnitor”). Any indemnification or advancement of Expenses under this Article V
owed by the Company as a result of a person serving, at the request of the Company, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall
only be in excess of, and shall be secondary to, the indemnification or advancement of Expenses available from the applicable Primary Indemnitor(s) and any applicable insurance policies.
ARTICLE VI — STOCK
6.1 Stock Certificates;
Partly Paid Shares
The shares of the Company shall be represented by certificates, provided
that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is
surrendered to the Company. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Company by the Chairperson of the Board or Vice-Chairperson of the Board, or the President or a
Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Company representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued
by the Company with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The Company shall not have power to issue a certificate in bearer form.
The Company may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the Company in the case of uncertificated partly paid shares, the total amount of the consideration to be paid
therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Company shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the
consideration actually paid thereon.
6.2 Special Designation
on Certificates
If the Company is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on
the face or back of the certificate that the Company shall issue to represent such class or series of stock; provided that, except as otherwise provided in Section 202 of the
DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Company shall issue to represent such class or series of stock a statement that the Company will furnish without charge to each
stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
-15-
6.3 Lost Certificates
Except as provided in this Section 6.3, no new certificates for shares shall
be issued to replace a previously issued certificate unless the latter is surrendered to the Company and cancelled at the same time. The Company may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore
issued by it, alleged to have been lost, stolen or destroyed, and the Company may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Company a bond sufficient to indemnify it against any
claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.
6.4 Dividends
The Board, subject to any restrictions contained in the certificate of incorporation or applicable law, may declare and pay dividends, if any, upon
the shares of the Company’s capital stock. Dividends may be paid in cash, in property, or in shares of the Company’s capital stock, subject to the provisions of the certificate of incorporation.
The Board may from time to time, in its absolute discretion, set apart out of any of the funds of the Company available for dividends a reserve or
reserves for any proper purpose and may modify or abolish any such reserve.
6.5 Stock Transfer
Agreements
The Company shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the
Company to restrict the transfer of shares of stock of the Company of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.
6.6 Registered
Stockholders
The Company:
(i) shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;
(ii) shall be entitled to hold liable for
calls and assessments the person registered on its books as the owner of shares; and
(iii) shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
-16-
6.7 Transfers
Transfers of record of shares of stock of the Company shall be made only upon its books by the holders thereof, in person or by an attorney duly
authorized, and, if such stock is certificated, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer.
ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER
7.1 Notice of
Stockholder Meetings
Notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at
such stockholder’s address as it appears on the Company’s records. An affidavit of the Secretary or an Assistant Secretary of the Company or of the transfer agent or other agent of the Company that the notice has been given shall, in the absence of
fraud, be prima facie evidence of the facts stated therein.
7.2 Notice by Electronic
Transmission
Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation
or these bylaws, any notice to stockholders given by the Company under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to
whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Company. Any such consent shall be deemed revoked if:
(i) the Company is unable to deliver by
electronic transmission two consecutive notices given by the Company in accordance with such consent; and
(ii) such inability becomes known to the
Secretary or an Assistant Secretary of the Company or to the transfer agent, or other person responsible for the giving of notice.
However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.
Any notice given pursuant to the preceding paragraph shall be deemed given:
(i) if by facsimile telecommunication, when
directed to a number at which the stockholder has consented to receive notice;
(ii) if by electronic mail, when directed to
an electronic mail address at which the stockholder has consented to receive notice;
(iii) if by a posting on an electronic network
together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and
(iv) if by any other form of electronic
transmission, when directed to the stockholder.
An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Company that the notice has been given by a
form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
-17-
An “electronic transmission” means any form of
communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an
automated process.
Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the DGCL.
7.3 Notice to
Stockholders Sharing an Address
Except as otherwise prohibited under the DGCL, without limiting the manner by which notice otherwise may be given effectively to stockholders, any
notice to stockholders given by the Company under the provisions of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the
stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the Company. Any stockholder who fails to object in writing to the Company, within 60 days of having been given
written notice by the Company of its intention to send the single notice, shall be deemed to have consented to receiving such single written notice.
7.4 Notice to Person
with Whom Communication is Unlawful
Whenever notice is required to be given, under the DGCL, the certificate of incorporation or these bylaws, to any person with whom communication is
unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be
taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Company is such as to require the filing of a
certificate under the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.
7.5 Waiver of Notice
Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by
the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called
or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the
certificate of incorporation or these bylaws.
ARTICLE VIII — GENERAL MATTERS
8.1 Fiscal Year
The fiscal year of the Company shall be fixed by resolution of the Board and may be changed by the Board.
-18-
8.2 Seal
The Company may adopt a corporate seal, which shall be in such form as may be approved from time to time by the Board. The Company may use the
corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
8.3 Annual Report
The Company shall cause an annual report to be sent to the stockholders of the Company to the extent required by applicable law. If and so long as
there are fewer than 100 holders of record of the Company’s shares, the requirement of sending an annual report to the stockholders of the Company is expressly waived (to the extent permitted under applicable law).
8.4 Construction;
Definitions
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of
these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person”
includes both a corporation and a natural person.
ARTICLE IX — AMENDMENTS
These bylaws may be adopted, amended or repealed by the stockholders entitled to vote. However, the Company may, in its certificate of incorporation,
confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.
A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended
or repealed by the Board.
-19-
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