Form 8-K - Current report
2023年9月30日 - 5:00AM
Edgar (US Regulatory)
0001855631
false
--12-31
0001855631
2023-09-26
2023-09-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) September 26, 2023
AERWINS
Technologies Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40734 |
|
86-2049355 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
Shiba
Koen Annex 6 f, Shiba Koen 3-chome, Minato-ku,
Tokyo
Japan |
|
105-0011 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code +813-6409-6761
(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(s) |
|
Name
of each exchange on which registered |
N/A
|
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
September 26, 2023, the Board of Directors (the “Board”) of Aerwins Technology, Inc. (the “Company”) approved
the Amended and Restated Bylaws adopted on September 26, 2023 (the “Amended and Restated Bylaws”). The Amended and
Restated Bylaws reduced the required quorum at all meetings of the Company’s stockholders for the transaction of business, except
as otherwise provided by statute or by the Company’s articles of incorporation, as amended, to one-third (33⅓%) of the stock
issued and outstanding and entitled to vote thereat, present in person or represented by proxy (the “Reduced Quorum Requirement”).
The Company’s bylaws previously provided that the holders of a majority of the voting power of all outstanding shares of capital
stock of the Company entitled to vote would constitute a quorum at all meetings of stockholders for the transaction of business.
The
description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended
and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item
8.01 Other Events.
As
part of an evaluation of all areas of the Company’s business, management has determined that redesigning its XTURISMO Ltd Edition
prototype 1 hoverbike would position it more favorably for wider markets, including the United States and Europe. These enhancements
are expected to include an alternative powerplant and fuel source, airframe stabilization, use of more efficient rotors with safety features,
an upgraded driver seat and enclosure, use of a harness-based wiring system and redesigned onboard electronic systems, among other things.
The
Company is in discussion with potential joint venture partners who are U.S. Federal Aviation Administration approved and offer an increased
level of technical and engineering and financial support that management believes will enable the Company to implement the enhancements
to its hoverbike and thus expand its potential to enter new markets.
Also,
the Company has evaluated the viability of other areas of its business which it considers non-core in light of its limited working capital
and desire to further enhance its core business of developing the XTURISMO Ltd. hoverbike. The non-core areas include the COSMOS unmanned
traffic management system, including further development of advancements to this system and the shared computing service business. Based
on this evaluation, the Company is considering strategic alternatives for its non-core operations including, but not limited to possible
sale or other disposition of these assets.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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 thereunto duly authorized.
Date:
September 29, 2023 |
AERWINS
Technologies Inc. |
|
|
|
|
By: |
/s/
Taiji Ito |
|
|
Kiran
Sidhu |
|
|
Executive
Chairman |
Exhibit
3.1
AMENDED
AND RESTATED
BYLAWS
Of
AERWINS
Technologies Inc.
a
Delaware corporation
Adopted
September 26, 2023
1. |
Offices.
AERWINS Technologies Inc. (the “Corporation”) may have an office or offices, and keep the books and records of the Corporation,
except as may otherwise be required by applicable law, at such other place or places, either within or without the State of Delaware,
as the Board may from time to time determine or the business of the Corporation may require. |
|
|
2. |
Meetings
of Stockholders. |
|
2.1. |
|
Annual
Meetings. The annual meetings of stockholders for the election of directors and for such other business as may be stated in the
notice of the meeting shall be held at such time and date and place as the Board, by resolution, shall determine and as set forth
in the notice of the meeting and shall be held at such place, either within or without the State of Delaware. If the date of the
annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. |
|
|
|
|
|
2.2. |
|
Deferred
Meeting for Election of Directors, etc. If the annual meeting of stockholders for the election of directors and the transaction
of other business is not held within the time specified in Section 2.1, the Board shall call a special meeting of stockholders for
the election of directors and the transaction of other business as soon thereafter as convenient. |
|
|
|
|
|
2.3. |
|
Other
Special Meetings. A special meeting of stockholders (other than a special meeting for the election of directors), unless otherwise
prescribed by statute, may only be called by the Board and may be called at any time by the Board. At any special meeting of stockholders,
only such business may be transacted as is related to the purpose(s) of such meeting set forth in the notice thereof given pursuant
to Section 2.5 or in any waiver of notice thereof given pursuant to Section 2.6. |
|
|
|
|
|
2.4. |
|
Fixing
Record Date. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or for the purpose of determining
stockholders 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, in advance, a date as of the record date for any such determination of stockholders. Such date shall not be more than sixty
(60) nor less than ten (10) days before the date of such meeting nor more than sixty (60) days prior to any other action. If no such
record date is fixed: |
|
(a) |
The
record date for the determination of 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 no 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; |
|
|
|
|
(b) |
The
record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior
action by the Board is necessary, shall be the day on which the first written consent is expressed; |
|
(c) |
The
record date for determining stockholders for any purpose other than those specified in Sections 2.4(a) and Section 2.4(b) shall be
at the close of business on the day on which the Board adopts the resolution relating thereto. |
When
a determination of stockholders entitled to notice of, or to vote at, any meeting of stockholders has been made as provided in this Section
2.4, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date for the adjourned meeting.
|
2.5. |
|
Notice
of Meetings of Stockholders; Location. Except as otherwise provided in Section 2.4 and Section 2.6, whenever under any provision
of the Delaware General Corporation Law (as the same may be amended and supplemented from time to time, and including any successor
provision thereto, the “DGCL”), the Certificate of Incorporation of the Corporation (as the same may be amended, supplemented
and/or restated from time to time, the “Certificate”) or these Bylaws, stockholders are required or permitted to take
any action at a meeting, written notice shall be given stating the place, date and hour of the meeting and, in the case of a special
meeting, the purpose(s) for which the meeting is called. Except as otherwise provided by any provision of the DGCL, a copy of the
notice of any meeting shall be given, personally or by mail, not less than 10 nor more than 60 days before the date of the meeting,
to each stockholder entitled to notice of, or to vote at, such meeting. If mailed, such notice shall be deemed to be given when deposited
in the United States Mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.
An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice required by this
Section 2.5 has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. When a meeting is
adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced
at the meeting at which the adjournment is taken and, at the adjourned meeting, any business may be transacted that might have been
transacted at the meeting originally called. If, however, the adjournment is for more than 60 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. The Board may designate the place of meeting for any meeting of Stockholders. If no designation
is made by the Board, the place of meeting shall be the principal executive offices of the Corporation. The Board may, in its sole
discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication
as authorized by the DGCL |
|
|
|
|
|
2.6. |
|
Waivers
of Notice. Whenever notice is required to be given to the stockholders under any provision of the DGCL, or the Certificate or
these Bylaws, a written waiver thereof, signed by a stockholder entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting,
except when the stockholder 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. |
|
2.7. |
|
Quorum
of Stockholders; Adjournment; Postponement. The holders of one-third of the voting power, present, in person or represented
by proxy, shall be necessary and sufficient to constitute a quorum for the transaction of any business at such meeting, except where
otherwise provided by any provision of the DGCL. When a quorum is once present to organize a meeting of stockholders, it is not broken
by the subsequent withdrawal of any stockholders. The Chairman, or the holders of majority of the shares of stock present in person
or represented by proxy at any meeting of stockholders, including an adjournment meeting, whether or not a quorum is present, may
adjourn such meeting to another time and place. Any previously scheduled meeting of stockholders may be postponed, and any previously
scheduled special meeting of Stockholders may be canceled, by the Board upon public notice given prior to the time previously scheduled
for such meeting of stockholders. |
|
|
|
|
|
2.8. |
|
Voting;
Proxies. |
|
(a) |
Unless
otherwise provided in the Certificate, every stockholder of record shall be entitled at every meeting of stockholders to one vote
for each share of capital stock standing in his name on the record of stockholders determined in accordance with Section 2.4. If
the Certificate provides for more or less than one vote for any share on any matter, every reference in these Bylaws or any provision
of the DGCL, to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.
The provisions of the DGCL shall apply in determining whether any shares of capital stock may be voted and the persons, if any entitled
to vote such shares, but the Corporation shall be protected in treating the persons in whose names shares of capital stock stand
on the record of stockholders as owners thereof for all purposes. |
|
|
|
|
(b) |
In
any uncontested election of directors, each person receiving a majority of the votes cast shall be deemed elected. For purposes of
this paragraph, a ‘majority of the votes cast’ shall mean that the number of votes cast ‘for’ a director
must exceed the number of votes cast ‘against’ that director (with ‘abstentions’ and ‘broker non-votes’
not counted as a vote cast with respect to that director). In any contested election of directors, the persons receiving a plurality
of the votes cast, up to the number of directors to be elected in such election, shall be deemed elected. The Board may, but need
not, establish policies and procedures regarding the nomination, election and resignation of directors, which policies and procedures
may: (i) include a condition to nomination by the Board for election or re-election as a director that an individual agree to tender,
if elected or re-elected, an irrevocable offer of resignation conditioned on: (A) failing to receive the required vote for re-election
at the next meeting at which such person would face re-election and (B) acceptance of the resignation by the Board, (ii) require:
(A) if one exists, the Corporation’s nominating and governance committee or other committee designated by the Board (the “Nominating
and Governance Committee”) to make a recommendation to the Board on whether to accept or reject the resignation, or whether
other action should be taken and (B) the Board to act on the Nominating and Governance Committee’s recommendation and publicly
disclose its decision and the rationale behind it within 90 days, to the extent practicable, from the date of the certification of
the election results. A “contested election” is one in which: (i) the Secretary receives a notice that a Stockholder
has nominated a person for election to the Board in compliance with the advance notice requirements for stockholder nominees for
director set forth in Section and (ii) such nomination has not been withdrawn by such stockholder on or before the 10th
day before the Corporation first mails its notice of meeting for such meeting to the stockholders. An “uncontested election”
is any election other than a contested election. All elections of directors shall be by written ballot unless otherwise provided
in the Certificate. |
|
(c) |
As
to each matter submitted to a vote of the stockholders (other than the election of directors), except as otherwise provided by law
or by the Certificate or by these Bylaws, such matter shall be decided by a majority of the votes cast on such matter. |
|
|
|
|
(d) |
In
voting on any other question on which a vote by ballot is required by law, the voting shall be by ballot. Each ballot shall be signed
by the stockholder voting or by his proxy and shall state the number of shares voted. Every 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(s)
to act for him by proxy. Any proxy to be used at a meeting of stockholders must be delivered to the Secretary of the Corporation
or his or her representative at the principal executive offices of the Corporation at or before the time of the meeting. The validity
and enforceability of any proxy shall be determined in accordance with the provisions of the DGCL. The Chairman shall fix and announce
at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote
at the meeting. |
|
2.9. |
|
Nomination
of Directors. Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible for
election as directors. Nominations of persons for election to the Board may be made at a meeting of stockholders at which directors
are to be elected only (a) by or at the direction of the Board or (b) by any stockholder of the Corporation entitled to vote for
the election of directors at a meeting who complies with the notice procedures set forth in Section 2.10 |
|
2.10. |
|
Notices
of Business or Nominations for Director. |
|
(a) |
For
director nominations or other business to be properly brought before an annual meeting of stockholders by a stockholder, a stockholder’s
notice must include the following information and/or documents, as applicable: (A) the name and address of the stockholder giving
the notice, as they appear on the Corporation’s books, and of the beneficial owner of stock of the Corporation, if any, on
whose behalf such nomination or proposal of other business is made (such beneficial owner, the “Beneficial Owner”);
(B) representations that, as of the date of delivery of such notice, such stockholder is a holder of record of stock of the Corporation
and is entitled to vote at such meeting and intends to appear in person or by proxy at such meeting to propose and vote for such
nomination and any such other business; (C) as to each person whom the stockholder proposes to nominate for election or re-election
as a director (a “Stockholder Nominee”): (1) all information relating to such Stockholder Nominee that is required to
be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934 (as amended from time to time, the “Exchange Act”)
or any successor provision thereto, including such Stockholder Nominee’s written consent to being named in the proxy statement
as a nominee and to serving as a director if elected and to being named in the Corporation’s proxy statement and form of proxy
if the Corporation so determines, (2) a statement whether such Stockholder Nominee, if elected, intends to tender, promptly following
such Stockholder Nominee’s election or re-election, an irrevocable offer of resignation effective upon such Stockholder Nominee’s
failure to receive the required vote for re-election at the next meeting at which such Stockholder Nominee would face re-election
and upon acceptance of such resignation by the Board; and (3) such other information as may be reasonably requested by the Corporation;
(D) as to any other business that the stockholder proposes to bring before the meeting: (1) a brief description of such business,
(2) the text of the proposal (including the text of any resolutions proposed for consideration and, if such business includes a proposal
to amend these Bylaws, the text of the proposed amendment) and (3) the reasons for conducting such business at the meeting;
and (E) in all cases: (1) the name of each individual, firm, corporation, limited liability company, partnership, trust or other
entity (including any successor thereto, a “Person”) with whom the stockholder, any Beneficial Owner, any Stockholder
Nominee and the respective affiliates and associates (as defined under Regulation 12B under the Exchange Act or any successor provision
thereto) of such stockholder, Beneficial Owner and/or Stockholder Nominee (each of the foregoing, including, for the avoidance of
doubt, the Stockholder, Beneficial Owner and/or Stockholder Nominee, a “Stockholder Group Member”) either is acting in
concert with respect to the Corporation or has any agreement, arrangement or understanding (whether written or oral) for the purpose
of acquiring, holding, voting (except pursuant to a revocable proxy given to such Person in response to a public proxy solicitation
made generally by such Person to all holders of common stock of the Corporation) or disposing of any capital stock of the Corporation
or to cooperate in obtaining, changing or influencing the control of the Corporation (except independent financial, legal and other
advisors acting in the ordinary course of their respective businesses) (each Person described in this clause (1), including each
Stockholder Group Member, a “Covered Person”), and a description, and, if in writing, a copy, of each such agreement,
arrangement or understanding, (2) a list of the class, series and number of shares of capital stock of the Corporation that are beneficially
owned or owned of record by each Covered Person, together with documentary evidence of such record or beneficial ownership, (3) a
list of all derivative securities (as defined in Rule 16a-1 under the Exchange Act or any successor provision thereto) and other
derivatives or similar arrangements to which any Covered Person is a counterparty and relating to any shares of capital stock of
the Corporation, a description of all economic terms of all such derivative securities and other derivatives or similar arrangements
and copies of all agreements and other documents relating to each of such derivative securities and other derivatives or similar
arrangements, (4) a list of all transactions by any Covered Person involving any shares of capital stock of the Corporation or any
derivative securities (as defined under Rule 16a-1 under the Exchange Act or any successor provision thereto) or other derivatives
or similar arrangements related to any shares of capital stock of the Corporation entered into or consummated within 60 days prior
to the date of such notice, (5) details of all other material interests of each Covered Person in such nomination or proposal or
shares of capital stock of the Corporation (including any rights to dividends or performance-related fees based on any increase or
decrease in the value of such shares of capital stock) and (6) a representation as to whether any Covered Person intends or is part
of a group which intends to deliver a proxy statement and/or form of proxy to, in the case of a nomination or nominations, at least
the percentage of the Corporation’s outstanding capital stock reasonably believed by the Covered Person to be sufficient to
elect the nominee or nominees proposed to be nominated by the stockholder and, in the case of a proposal, holders of at least the
percentage of the Corporation’s outstanding capital stock required to elect any Stockholder Nominee or approve such proposal
(such representation, the “Solicitation Representation”). |
|
(b) |
A
notice delivered by or on behalf of any Stockholder under this Section 2.10 shall be deemed to be not in compliance with this Section
2.10 and not be effective if: (x) such notice does not include all of the information, documents and representations required under
this Section 2.10, (y) after delivery of such notice, any information or document required to be included in such notice changes
or is amended, modified or supplemented, as applicable, prior to the date of the relevant meeting and such information and/or document
is not delivered to the Corporation by way of a further written notice as promptly as practicable following the event causing such
change in information or amendment, modification or supplement, as applicable, and in any case where such event occurs within 45
days of the date of the relevant meeting, within five business days after such event or (z) any Covered Person does not act in accordance
with the representation set forth in the Solicitation Representation; provided, however, that the Board shall have the authority
to waive any such non-compliance if the Board determines that such action is appropriate in the exercise of its fiduciary duties. |
|
|
|
|
(c) |
Notwithstanding
Section 2.10(b), in the event that the number of directors to be elected to the Board is increased effective at the next annual meeting
and there is no Public Announcement (as defined below) specifying the size of the increased Board made by the Corporation at least
100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this
Section 2.10 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if
it is delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the
10th day following the day on which such Public Announcement is first made by the Corporation and such notice otherwise
complies with the requirements of this Section 2.10. To be timely, a stockholder’s notice must be delivered to the Secretary
at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary
of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced
by more than 30 days, or delayed by more than 90 days, from such anniversary date, or if no annual meeting was held in the preceding
year, notice by a stockholder to be timely must be so delivered not earlier than the 120th day prior to such annual meeting
and not later than the close of business on the later of the 90th day prior to such annual meeting and the 10th
day following the day on which the Public Announcement of the date of such meeting is first made by the Corporation. In no event
shall the Public Announcement of an adjournment or postponement of an annual meeting commence a new time period for the giving of
a Stockholder’s notice as described in this Section 2.10. |
|
(d) |
“Public
Announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, Section 14 or Section 15(d) of the Exchange Act or any document delivered to all Stockholders (including any quarterly
income statement). |
|
2.11. |
|
Selection
and Duties of Inspectors at Meeting of Stockholders. The Board, in advance of any meeting of stockholders, may appoint one or
more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at such
meeting may and, on the request of any stockholder entitled to vote thereat shall, appoint one or more inspectors. In case any person
appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the
meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.
The inspector(s) shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine
the result, and shall do such acts as are proper to conduct the election or vote with fairness to all stockholders. On the request
of the person presiding at the meeting or any stockholder entitled to vote thereat, the inspector(s) shall make a report in writing
of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them. Any report
or certificate made by the inspector(s) shall be prima facie evidence of the facts stated and of the vote as certified by him or
them. |
|
|
|
|
|
2.12. |
|
Organization.
At every meeting of stockholders, the Chief Executive Officer or, in the absence of the Chief Executive Officer, a President
or a Vice President, and in case more than one Vice President shall be present, that Vice President designated by the Board (or in
the absence of any such designation, the most senior Vice President, based on age, present) shall act as chairman of the meeting.
In case none of the officers above designated to act as chairman or secretary of the meeting, respectively, shall be present, a chairman
or a secretary of the meeting, as the case may be, may be chosen by a majority of the voting power present at such meeting, which
includes the voting power which is present in person or represented by proxy and entitled to vote at the meeting. |
|
|
|
|
|
2.13. |
|
Order
of Business. The order of business at all meetings of stockholders shall be as determined by the chairman of the meeting, but
the order of business to be followed at any meeting at which a quorum is present may be changed by a majority of the votes cast at
such meeting by the holders of shares of capital stock present, in person or represented by proxy and entitled to vote at the meeting. |
|
2.14. |
|
Action
Without Meeting. Unless otherwise provided by the Certificate or these Bylaws, any action required to be taken at any annual
or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting,
without prior notice and without a vote if a consent in writing setting forth the action so taken is signed by the stockholders holding
at least a majority of the voting power, except that if a different proportion of voting power is required for such action at a meeting,
then that proportion of written consents is required. Every written consent shall bear the date of signature of each stockholder
who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60
days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient
number of holders to take action are delivered to the Corporation in the manner prescribed herein. An electronic transmission consenting
to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder
or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section 2.14 to the extent permitted by
law. Any such consent shall be delivered in accordance with the DGCL. 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 or electronic
transmission and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record
date of such meeting had been the date that written consents signed by a sufficient number of stockholders or members to take the
action were delivered to the Corporation as provided by law. |
|
|
|
|
|
2.15. |
|
Copies,
Etc. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original
writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction
shall be a complete reproduction of the entire original writing |
|
3.1. |
|
Number
and Term. Except as provided by any provision of the DGCL, the number of directors shall initially be one (1) or such other number
of persons as the majority of the full Board, by resolution, may from time to time determine. The directors shall, except for filling
vacancies (whether resulting from an increase in the number of directors, resignations, removals or otherwise), be elected at the
annual meeting of the stockholders and each director shall be elected to serve until his successor is elected and qualifies. Directors
need not be stockholders. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.
The members of the Board may elect a chairman of the Board (the “Chairman”) by a vote of a majority vote of all directors
(which may include the vote of the person so elected). |
|
|
|
|
|
3.2. |
|
Resignations.
Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing and shall
take effect at the time specified therein and, if no time be specified, at the time of its receipt by the Chief Executive Officer
or Secretary. The acceptance of a resignation shall not be necessary to make it effective. |
|
|
|
|
|
3.3. |
|
Vacancies.
Except as may otherwise be provided in connection with rights to elect additional directors under specified circumstances, which
may be granted to the holders of any class or series of preferred stock, if the position of any director becomes vacant (whether
resulting from an increase in the number of directors, resignations, removals or otherwise), the remaining directors in 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 successor shall be duly chosen. |
|
|
|
|
|
3.4. |
|
Removal.
Other than with respect to any director(s) who are named by a class of preferred stock of the Corporation, which may be removed
and replaced either for or without cause at any time solely by the holders of such class of preferred stock, any director(s) may
be removed by the affirmative vote of the holders of not less than a majority of the voting power of the issued and outstanding stock
entitled to vote, at a special meeting of the stockholders called for that purpose and the vacancies thus created may be filled,
at the meeting held for the purpose of removal, by the majority affirmative vote of the holders of all of the voting power of the
issued and outstanding stock entitled to vote. |
| 3.5. |
|
Increase
or Decrease of Number. The number of directors may be increased or decreased only by
the affirmative vote of a majority of the directors, though less than a quorum. Any newly
created directorships may be filled in the same manner as a vacancy. |
| |
|
|
| 3.6. |
| Powers.
The business and affairs of the Corporation shall be managed by or under the direction
of the Board, except as otherwise provided by applicable law or by the Certificate. If any
such provision is made in the Certificate, the powers and duties imposed upon the Board by
applicable law shall be exercised or performed to such extent and by such person or persons
as shall be provided in the Certificate. The Board shall exercise all of the powers of the
Corporation except such as are by law, or by the Certificate of the Corporation or by these
Bylaws, conferred upon or reserved to the stockholders. |
| |
| |
| 3.7. |
| Conference
Call. Members of the Board or any committee designated by such Board may participate
in a meeting of the Board or such committee by means of telephone conference or similar communication
equipment by means of which all persons participating in the meeting can hear each other
and participation pursuant to this Section 3.7 shall constitute presence at such meeting. |
| |
| |
| 3.8. |
| Committees.
The Board may, by resolution(s) passed by a majority of the whole Board, designate one
or more committees, each committee to consist of one (1) or more of the directors of the
Corporation. 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 any member or such committee or committees, the member or
members thereof present at any such meeting and not disqualified from voting, whether or
not he or they 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 Corporation, but no such committee shall have the power or authority in
reference to amending the Certificate, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or substantially all
of the Corporation’s property and assets, recommending to the stockholders a dissolution
of the Corporation or a revocation of a dissolution, or amending these Bylaws of the Corporation
and, unless the resolution, these Bylaws or the Certificate expressly so provide, no such
committee shall have the power or authority to declare a dividend or to authorize the issuance
of stock. |
| |
| |
| 3.9. |
| Meetings.
Meetings of the Board, regular or special, may be held at any place within or without
the State of Delaware. |
| (a) | On
the day when, and at the place where, the annual meeting of stockholders for the election
of directors is held, and as soon as practicable thereafter, the Board may hold its annual
meeting, without notice of such meeting, for the purposes or organization, election of officers
and transaction of other business. The annual meeting of the Board may be held at any other
time and place specified in a notice given as provided in this Section 3.9 for special meetings
of the Board or in a waiver of notice thereof. |
| (b) | Regular
meetings of the directors may be held without notice at such place and time as shall be determined
from time to time by resolution of the directors. |
| | |
| (c) | Special
meetings of the Board may be called by the Chief Executive Officer or by the Secretary on
the written request of any two or more directors on at least ten (10) days’ notice
to each director and shall be held at such place(s) as may be determined by the directors,
or as shall be stated in the call of the meeting. |
| | |
| (d) | Anything
in these Bylaws or in any resolution adopted by the Board to the contrary notwithstanding,
notice of any meeting of the Board need not be given to any director who submits a signed
waiver of such notice, whether before or after such meeting, or who attends such meeting
without protesting, prior thereto or at its commencement, the lack of notice to him. |
| 3.10. |
| Quorum.
A majority of the directors in office from time to time shall constitute a quorum for
the transaction of business. If at any meeting of the Board there shall be less than a quorum
present, a majority of those present may adjourn the meeting from time to time until a quorum
is obtained and no further notice thereof need be given, other than by announcement at the
meeting which shall be so adjourned. |
| |
| |
| 3.11. |
| Compensation.
Unless otherwise restricted by the Certificate, the Board shall have the authority to
fix the compensation of the directors. The directors may be paid their expenses, if any,
of attendance at each meeting of the Board and may be paid a fixed sum for attendance at
each meeting of the Board or paid a stated salary or paid other compensation as director.
No such payment shall preclude any director from serving the Corporation in any other capacity
and receiving compensation therefor. Members of special or standing committees may be allowed
compensation for attending committee meetings. |
| |
| |
| 3.12. |
| Action
Without Meeting. 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 a written consent thereto
is signed by all members of the Board, or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board or committee. |
| |
| |
| 3.13. |
| Telephone
Meeting. Any one or more members of the Board or any committee thereof may participate
in a meeting of the Board or such committee by means of a telephone conference or similar
communications equipment allowing all persons participating in the meeting to hear each other
at the same time. Participation by such means shall constitute presence in person at such
meeting. |
| |
| |
| 3.14. |
| Annual
Report. As soon as practicable after the close of each fiscal year, a report of the business
and affairs of the Corporation to the shareholders shall be made under the direction of the
Board, unless the Board determines, in its reasonable discretion, that such a report is not
reasonably required. |
| 4.1. |
| Officers.
The Board may elect or appoint a Chief Executive Officer and such other officers as it
may determine. The Board may designate one or more Vice Presidents as Executive Vice Presidents
and may use descriptive words or phrases to designate the standing, seniority or area of
special competence of the Vice Presidents elected or appointed by it. Each officer shall
hold his office until his successor is elected and qualified or until his earlier death,
resignation or removal in the manner provided in Section 4.2. Any two or more offices may
be held by the same person. The Board may require any officer to give a bond or other security
for the faithful performance of his duties, in such amount and with such sureties as the
Board may determine. All officers as between themselves and the Corporation shall have such
authority and perform such duties in the management of the Corporation as may be provided
in these Bylaws or as the Board may from time to time determine. |
| |
| |
| 4.2. |
| Removal
of Officers. Any officer elected or appointed by the Board may be removed by the Board
with or without cause. The removal of an officer without cause shall be without prejudice
to his contract rights, if any. The election or appointment of an officer shall not of itself
create contract rights. |
| |
| |
| 4.3. |
| Resignations.
Any officer may resign at any time by notifying the Board, the Chief Executive Officer
or the Secretary in writing. Such resignation shall take effect at the date of receipt of
such notice or at such later time as is therein specified and, unless otherwise specified,
the acceptance of such resignation shall not be necessary to make it effective. The resignation
of an officer shall be without prejudice to the contract rights of the Corporation, if any. |
| |
| |
| 4.4. |
| Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or any
other cause shall be filled for the unexpired portion of the term in the manner prescribed
in these Bylaws for the regular election or appointment to such office. |
| |
| |
| 4.5. |
| Compensation.
Salaries or other compensation of the officers may be fixed from time to time by the
Board. No officer shall be prevented from receiving a salary or other compensation by reason
of the fact that he is also a director. |
| |
| |
| 4.6. |
| Chief
Executive Officer. The Chief Executive Officer shall have general supervision and direction
of the business and affairs of the Corporation, subject to control of the Board, and shall
report directly to the Board, and shall have supervisory responsibility over officers operating
and discharging their responsibilities. The Chief Executive Officer shall perform all such
other duties which are commonly incident to the capacity of Chief Executive Officer or which
are delegated to him or her by the Board. |
| |
| |
| 4.7. |
| President.
The President shall have general supervision and direction of the business and affairs
of the Corporation as directed by the Chief Executive Officer. The President may, if present,
preside at all meetings of the stockholders. He may, with the Secretary or the Treasurer
or an Assistant Secretary or an Assistant Treasurer, sign certificates for shares of the
Corporation. He may sign and execute, in the name of the Corporation, deeds, mortgages, bonds,
contracts and other instruments, except in cases where the signing and execution thereof
shall be expressly delegated by the Board or by these Bylaws to some other officer or agent
of the Corporation, or shall be required by law otherwise to be signed or executed, and,
in general, he shall perform all duties incident to the office of President and such other
duties as from time to time may be assigned to him by the Board. If there is no President,
the Chief Executive Officer shall perform the President’s functions. |
| 4.8. |
| Principal
Financial Officer. The Principal Financial Officer shall perform all the powers and duties
of the office of the principal financial officer and in general have overall supervision
of the financial operations of the Corporation. The Principal Financial Officer shall, when
requested, counsel with and advise the other officers of the Corporation and shall perform
such other duties as he may agree with the Chief Executive Officer or as the Board may from
time to time determine. If there is no Principal Financial Officer, the Chief Executive Officer
shall perform the Principal Financial Officer’s functions. |
| |
| |
| 4.9. |
| Executive
Vice Presidents. At the request of the President or, in his absence, at the request of
the Board, the Executive Vice Presidents shall (in such order as may be designated by the
Board or, in the absence of any such designation, in order of seniority based on age) perform
all of the duties of the President and, so acting, shall have all the powers of and be subject
to all restrictions upon the President. Any Executive Vice President may also, with the Secretary
or the Treasurer or an Assistant Secretary or an Assistant Treasurer, sign certificates for
shares of the Corporation, may sign and execute in the name of the Corporation deeds, mortgages,
bonds, contracts or other instruments authorized by the Board, except in cases where the
signing and execution thereof shall be expressly delegated by the Board or by these Bylaws
to some other officer or agent of the Corporation, or shall be required by law otherwise
to be signed or executed, and shall perform such other duties as from time to time may be
assigned to him by the Board or the President. |
| |
| |
| 4.10. |
| Secretary.
The Secretary, if present, shall act as Secretary of all meetings of the stockholders
and of the Board and shall keep the minutes thereof in the proper book(s) to be provided
for that purpose; he shall see that all notices required to be given by the Corporation
are duly given and served; he may, with the Chief Executive Officer or a Vice President,
sign certificates for shares of the Corporation; he shall be custodian of the seal of
the Corporation, if any, and may seal with the seal of the Corporation or a facsimile thereof,
if any, all certificates for shares of capital stock of the Corporation and all documents;
he shall have charge of the stock ledger and also of the other books, records and papers
of the Corporation relating to its organization and management as a Corporation and shall
see that the reports, statements and other documents required by law are properly kept and
filed; and shall, in general, perform all duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him by the Board or the Chief
Executive Officer. If there is no Secretary, the Chief Executive Officer shall perform the
Secretary’s functions. |
| |
| |
| 4.11. |
| Treasurer.
The Treasurer shall have charge and custody of, and be responsible for, all funds, securities
and notes of the Corporation; receive and give receipts for monies due and payable to
the Corporation from any sources whatsoever; deposit all such monies in the name of
the Corporation in such banks, trust companies or other depositories as shall be selected
in accordance with these Bylaws; against proper vouchers, cause such funds to be disbursed
by checks or drafts on the authorized depositories of the Corporation signed in such manner
as shall be determined in accordance with any provisions of these Bylaws, and be responsible
for the accuracy of the amounts of all monies to disbursed; regularly enter or cause
to be entered in books to be kept by him or under his direction full and adequate account
of all monies received or paid by him for the account of the Corporation; have the right
to require, from time to time, reports or statements giving such information as he may desire
with respect to any and all financial transactions of the Corporation from the officers or
agents transacting the same; render to the Chief Executive Officer or the Board, whenever
the Chief Executive Officer or the Board, respectively, shall require him so to do, an account
of the financial conditions of the Corporation and of all his transactions as Treasurer;
exhibit at all reasonable times his books of account and other records to any of the directors
upon application at the office of the Corporation where such books and records are kept;
and, in general, perform all duties incident to the office of Treasurer and such other duties
as from time to time may be assigned to him by the Chief Executive Officer or the Board;
and he may sign with the Chief Executive Officer or a Vice President certificates for shares
of the capital stock of the Corporation. If there is no Treasurer, the Chief Executive Officer
shall perform the Treasurer’s functions. |
| 4.12. |
| Assistant
Secretaries and Assistant Treasurers. Assistant Secretaries and Assistant Treasurers
shall perform such duties as shall be assigned to them by the Secretary or by the Treasurer,
respectively, or by the Board or the Chief Executive Officer. Assistant Secretaries and Assistant
Treasurers may, with the Chief Executive Officer or a Vice President, sign certificates for
shares of the Corporation. |
| |
| |
| 4.13. |
| Additional
Matters. The Chief Executive Officer, the President and the Principal Financial Officer
of the Corporation shall have the authority to designate employees of the Corporation to
have the title of Vice President, Assistant Vice President, Assistant Treasurer, Assistant
Controller or Assistant Secretary. Any employee so designated shall have the powers and duties
determined by the officer making such designation. The persons upon whom such titles are
conferred shall not be deemed officers of the Corporation unless elected by the Board. |
5. | Contracts,
Checks, Drafts, Bank Accounts, etc. |
| 5.1. |
| Execution
of Contracts. The Board may authorize any officer, employee or agent, in the name and
on behalf of the Corporation, to enter into any contract or execute and satisfy any instrument,
and any such authority may be general or confined to specific instances, or otherwise limited. |
| |
| |
| 5.2. |
| Loans.
The Chief Executive Officer or any other officer, employee or agent authorized by these
Bylaws or by the Board may effect loans and advances at any time for the Corporation from
any bank, trust company or other institutions or from any firm, corporation or individual
and for such loans and advances may make, execute and deliver promissory notes, bonds or
other certificates or evidence of indebtedness of the Corporation and, when authorized by
the Board to do so, may pledge and hypothecate or transfer any securities or the property
of the Corporation as security for any such loans or advances. Such authority conferred by
the Board may be general or confined to specific instances or otherwise limited. |
| |
| |
| 5.3. |
| Checks,
Drafts, etc. All checks, drafts and other orders for the payment of money out of the
funds of the Corporation and all notes or other evidence of indebtedness of the Corporation
shall be signed on behalf of the Corporation in such manner as shall from time to time be
determined by resolution of the Board. |
| |
| |
| 5.4. |
| Deposits.
The funds of the Corporation not otherwise employed shall be deposited from time to time
to the order of the Corporation in such banks, trust companies or other depositories as the
Board may select or as may be selected by an officer, employee or agent of the Corporation
to whom such power may from time to time be delegated by the Board. |
| 6.1. |
| Certificates
Representing Shares. The shares of the Corporation shall not be certificated unless required
by law. |
| |
| |
| 6.2. |
| Transfer
of Shares. Transfers of shares of capital stock of the Corporation shall be made only
on the books of the Corporation by the holder thereof or by his duly authorized attorney
appointed by a power of attorney duly executed and filed with the Secretary or a transfer
agent of the Corporation and on surrender of any certificate(s) representing such shares
of capital stock, if they exist, properly endorsed for transfer and upon payment of all necessary
transfer taxes and such other instruments of transfer as requested by the Corporation. A
person in whose name shares of capital stock shall stand on the books of the Corporation
shall be deemed the owner thereof to receive dividends, to vote as such owner and for all
other purposes as respects the Corporation, its stockholders and creditors for any purpose,
except to render the transferee liable for the debts of the Corporation to the extent provided
by law, until such transfer shall have been entered on the books of the Corporation by an
entry showing from and to whom transferred. |
| |
| |
| 6.3. |
| Registered
Stockholders and Addresses of Stockholders. The Corporation shall be entitled to recognize
the exclusive right of a person registered on its records as the owner of shares of capital
stock to receive dividends and to vote as such owner, and shall not be bound to recognize
any equitable or other claim to or interest in such share or shares of capital stock on the
part of any other person, whether or not it shall have express or other notice thereof, except
as otherwise provided by applicable law. Each stockholder shall designate to the Secretary
or transfer agent of the Corporation an address at which notices of meetings and all other
corporate notices may be given to such person, and, if any stockholder fails to designate
such address, corporate notices may be given to such person by mail directed to such person
at such person’s post office address, if any, as the same appears on the stock record
books of the Corporation or at such person’s last known post office address or as otherwise
provided by applicable law. |
| |
| |
| 6.4. |
| Transfer
and Registry Agents. The Corporation may from time to time maintain one or more transfer
offices or agents and registry offices or agents at such place(s) as may be determined from
time to time by the Board. |
| |
| |
| 6.5. |
| Lost,
Destroyed, Stolen and Mutilated Certificates. The holder of any shares shall immediately
notify the Corporation of any loss, destruction, theft or mutilation of the certificate representing
such shares and the Corporation may issue a new certificate to replace the certificate alleged
to have been lost, destroyed, stolen or mutilated. The Board may, in its discretion, as a
condition to the issue of any such new certificate, require the owner of the lost, destroyed,
stolen or mutilated certificate, or his legal representatives, to make proof satisfactory
to the Board of such loss, destruction, theft or mutilation and to advertise such fact in
such manner as the Board may require, and to give the Corporation and its transfer agents
and registrars, or such of them as the Board may require, a bond in such form, in such sums
and with such surety or sureties as the Board may direct, to indemnify the Corporation and
its transfer agents and registrars against any claim that may be made against any of them
on account of the continued existence of any such certificate so alleged to have been lost,
destroyed, stolen or mutilated and against any expense in connection with such claim. |
| 6.6. |
| Regulations.
The Board may make rules and regulations as it may deem expedient, not inconsistent with
these Bylaws or with the Certificate, concerning the issue, transfer and registration of
certificates representing shares of its capital stock. |
| |
| |
| 6.7. |
| Restriction
on Transfer of Stock. A written restriction on the transfer or registration of transfer
of capital stock of the Corporation, if permitted by the provisions of the DGCL, and noted
conspicuously on the certificate representing such capital stock, if such certificate exists,
may be enforced against the holder of the restricted capital stock of any successor or transferee
of the holder including an executor, administrator, trustee, guardian or other fiduciary
entrusted with like responsibility for the person or estate of the holder. Unless noted conspicuously
on the certificate representing such capital stock, a restriction, even though permitted
by the provisions of the DGCL, as the same may be amended and supplements, shall be ineffective
except against a person with actual knowledge of the restriction. A restriction on the transfer
or registration of transfer of capital stock of the Corporation may be imposed either by
the Certificate or by an agreement among any number of stockholders or among such stockholders
and the Corporation. No restriction so imposed shall be binding with respect to capital stock
issued prior to the adoption of the restriction unless the holders of such capital stock
are parties to an agreement or voted in favor of the restriction. Except to the extent that
the Corporation has obtained an opinion of counsel acceptable to the Corporation that transfer
restrictions are not required under applicable securities laws, or has otherwise satisfied
itself that such transfer restrictions are not required, any certificates representing shares
of the Corporation shall bear a legend on the face of the certificate, or on the reverse
of the certificate if a reference to the legend is contained on the face, which reads substantially
as follows: |
THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR APPLICABLE STATE SECURITIES LAWS, AND NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
(A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING
SAID SECURITIES, (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION
STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS
EXEMPT FROM REGISTRATION.
| 6.8. |
| Dividends,
Surplus, etc. Subject to the provisions of the Certificate and of law, the Board: |
| (a) | may
declare and pay dividends or make other distributions on the outstanding shares of capital
stock in such amounts and at such time to times as, in its discretion, the conditions of
the affairs of the Corporation shall render advisable; |
| | |
| (b) | may
use and apply, in its discretion, any of the surplus of the Corporation in purchasing or
acquiring any shares of capital stock of the Corporation, or purchase warrants therefor,
in accordance with law, or any of its bonds, debentures, notes, scrip or other securities
or evidence of indebtedness; and |
| (c) | may
set aside from time to time out of such surplus or net profits such sum(s) as, in its discretion,
it may think proper, as a reserve fund to meet contingencies, or for equalizing dividends
or for the purpose of maintaining or increasing the property or business of the Corporation,
or for any other purpose it may think conducive to the best interests of the Corporation. |
| 7.1. |
| Seal.
The Board shall have the power by resolution to adopt, make and use a corporate seal and
to alter the form of such seal from time to time. |
| |
| |
| 7.2. |
| Fiscal
Year. The fiscal year of the Corporation shall be determined, and may be changed, by
resolution of the Board. |
| |
| |
| 7.3. |
| Books
and Records. The Corporation shall: (1) Keep as permanent records minutes of all meetings
of its stockholders and the Board, a record of all actions taken by the stockholders or the
Board without a meeting, and a record of all actions taken by a committee of the Board exercising
the authority of the Board on behalf of the Corporation; (2) Maintain appropriate accounting
records; (3) Maintain a record of its stockholders, in a form that permits preparation
of a list of the names and addresses of all stockholders, in alphabetical order by class
of shares showing the number and class of shares held by each; provided, however, such
record may be maintained by an agent of the Corporation; (4) Maintain its records in
written form or in another form capable of conversion into written form within a reasonable
time; and (5) Keep a copy of the following records (subject to any provision of the
DGCL) outside the State of Delaware at such place or places as may be designated from time
to time by the Board: (a) the Certificate as currently in effect; (b) these Bylaws and
all amendments thereto as currently in effect; (c) the minutes of all meetings of stockholders
and records of all action taken by stockholders; (d) the Corporation’s financial
statements for the past three years; (e) all written communications to stockholders
generally within the past three years; (f) a list of the names and business addresses
of the current Directors and officers; and (g) the most recent annual report delivered
to the Delaware Secretary of State. |
| |
| |
| 7.4. |
| Forum
Selection; Attorneys’ Fees. Unless the Corporation consents in writing to
the selection of an alternative forum, the sole and exclusive forum for (i) any derivative
action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim
of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation
to the Corporation or the Corporation’s stockholders, (iii) an action asserting a claim
arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed
by the internal affairs doctrine shall be a state or federal court located within the state
of Delaware, in all cases subject to the court’s having personal jurisdiction over
the indispensable parties named as defendants. If any action is brought by any party against
another party, relating to or arising out of these Bylaws, or the enforcement hereof, the
prevailing party shall be entitled to recover from the other party reasonable attorneys’
fees, costs and expenses incurred in connection with the prosecution or defense of such action,
provided that the provisions of this sentence shall not apply with respect to “internal
corporate claims” as defined in Section 109(b) of the DGCL. For purposes of these Bylaws,
the term “attorneys’ fees” or “attorneys’ fees and costs”
shall mean the fees and expenses of counsel to the Corporation and any other parties asserting
a claim as set forth in the initial paragraph of this Section 7.4, which may include printing,
photocopying, duplicating and other expenses, air freight charges, and fees billed for law
clerks, paralegals and other persons not admitted to the bar but performing services under
the supervision of an attorney, and the costs and fees incurred in connection with the enforcement
or collection of any judgment obtained in any such proceeding. The provisions of this Section
7.4 shall survive the entry of any judgment, and shall not merge, or be deemed to have merged,
into any judgment. Notwithstanding the foregoing, the exclusive forum provision will not
apply to suits brought to enforce any liability or duty created by the Exchange Act of 1934,
as amended, the Securities Act of 1933, as amended, or any claim for which the federal courts
have exclusive or concurrent jurisdiction. |
| 7.5. |
| Subject
to Law and Certificate of Incorporation. All powers, duties and responsibilities provided
for in these Bylaws, whether or not explicitly so qualified, are qualified by the provisions
of the Certificate and applicable law. |
| |
| |
| 7.6. |
| Facsimile
Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically
authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation
may be used at any time unless otherwise restricted by the Board or a committee thereof. |
| |
| |
| 7.7. |
| Time
Periods. In applying any provision of these Bylaws which requires that an act be done
or not be done a specified number of days prior to an event or that an act be done during
a period of a specified number of days prior to an event, calendar days shall be used, the
day of the doing of the act shall be excluded, and the day of the event shall be included. |
| |
| |
| 7.8. |
| Electronic
Transmission. For purposes of these Bylaws, “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. |
8. | Indemnification.
The Corporation shall have the rights and obligations related to indemnification as set
forth in the Certificate. |
| |
9. | Amendments.
These Bylaws may be altered or repealed and Bylaws may be made at any annual meeting of the
stockholders or at any special meeting thereof, if notice of the proposed alteration or repeal
of Bylaw or Bylaws to be made be contained in the notice of such special meeting, by the
affirmative vote of a majority of the voting power of the capital stock issued and outstanding
and entitled to vote thereat, or by the affirmative vote of a majority of the Board at any
regular meeting of the Board, or at any special meeting of the Board, if notice of the proposed
alteration or repeal, or Bylaw or Bylaws to be made, be contained in the notice of such meeting,
or by a written consent in lieu of a meeting as set forth herein. |
***************************************************************************
v3.23.3
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 3 such as an Office Park
+ References
+ Details
Name: |
dei_EntityAddressAddressLine3 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionISO 3166-1 alpha-2 country code.
+ References
+ Details
Name: |
dei_EntityAddressCountry |
Namespace Prefix: |
dei_ |
Data Type: |
dei:countryCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Pono Capital (NASDAQ:PONOU)
過去 株価チャート
から 4 2024 まで 5 2024
Pono Capital (NASDAQ:PONOU)
過去 株価チャート
から 5 2023 まで 5 2024