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Contract analysis / surviving-corp-bylaws.docx
surviving-corp-bylaws.docx
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Medium · 18
Standard · 0
Section 1.1 — Registered Office
Section 1.1 — Registered Office The registered office of the Corporation in the State of Delaware shall be c/o Capitol Corporate Services, Inc., 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901, and the registered agent of the Corporation at such address shall be Capitol Corporate Services, Inc. The board of directors may, from time to time and in the manner permitted by the DGCL, change the register
Section 1.2 — Principal Office
Section 1.2 — Principal Office The principal business office of the Corporation shall be located at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191, unless and until changed by resolution of the board of directors. The board of directors may change the principal office of the Corporation from time to time as the business and affairs of the Corporation may require.
Section 1.3 — Other Offices
Section 1.3 — Other Offices The Corporation may also maintain and operate offices at such other places, within or without the State of Delaware, as the board of directors may from time to time determine or as the business of the Corporation may require.
Section 2.1 — Annual Meeting
Medium
⚑ Notice / time limit to track
Section 2.1 — Annual Meeting An annual meeting of the stockholders of the Corporation shall be held on such date, at such time, and at such place, if any, as may be designated from time to time by the board of directors and stated in the notice of the meeting. If the board of directors shall fail to designate a date for the annual meeting, the board shall determine a date for such meeting that is within thirteen (13)
Section 2.2 — Special Meetings
Medium
⚑ Notice / time limit to track
Section 2.2 — Special Meetings Special meetings of stockholders may be called at any time by the board of directors, the chairperson of the board, or the sole stockholder of the Corporation, Ardent Apex Holdings Inc. The notice of any special meeting shall state the purpose or purposes for which the meeting is called, and the business transacted at any such special meeting shall be limited to the matters so stated in
Section 2.3 — Place of Meetings
Medium
⚑ Notice / time limit to track
Section 2.3 — Place of Meetings Meetings of stockholders shall be held at the principal office of the Corporation or at such other place, within or without the State of Delaware, as may be designated by the board of directors and stated in the notice of the meeting. The board of directors may, in its sole discretion, determine that any meeting of stockholders shall not be held at any place, but instead shall be held
Section 2.4 — Notice of Meetings
Medium
⚑ Notice / time limit to track
Section 2.4 — Notice of Meetings Except as otherwise required by law, written notice of each meeting of stockholders shall be given not less than ten (10) days nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote thereat. Such notice shall state the place, if any, date, and hour of the meeting, the means of remote communication, if any, by which stockholders and proxyholde
Section 2.5 — Quorum
Medium
⚑ Notice / time limit to track
Section 2.5 — Quorum Except as otherwise required by the DGCL, the Certificate of Incorporation, or these Bylaws, the holders of a majority of the shares entitled to vote at a meeting of stockholders, present in person or represented by proxy, shall constitute a quorum for the transaction of business at such meeting. If the Corporation has a sole stockholder, the presence of such sole stockholder, in person or by pro
Section 2.6 — Voting
Medium
⚑ Forum / governing law
Section 2.6 — Voting Each stockholder entitled to vote in accordance with the Certificate of Incorporation and these Bylaws shall be entitled to one vote for each share of capital stock held by such stockholder and entitled to vote on the matter presented. Unless otherwise required by the Certificate of Incorporation, the DGCL, or applicable law, the affirmative vote of the holders of a majority of the shares present
Section 2.7 — Proxies
Section 2.7 — Proxies Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy. Every proxy shall be in writing, signed by the stockholder or by such stockholder’s duly authorized attorney-in-fact, or shall be authorized by electronic transmission in the manner permitted by the DGCL. A proxy shall be filed with the Secretary of the Cor
Section 2.8 — List of Stockholders
Medium
⚑ Notice / time limit to track
Section 2.8 — List of Stockholders The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting. Such list shall be arranged in alphabetical order and shall show the address of each stockholder and the number of shares registered in the name of each stockholder.
Section 2.9 — Record Date
Medium
⚑ Notice / time limit to track
Section 2.9 — Record Date In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors 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 of directors and which shall not be more than sixty (60) nor less than ten (1
Section 2.10 — Adjournment
Medium
⚑ Notice / time limit to track
Section 2.10 — Adjournment Any meeting of stockholders, whether or not a quorum is present, may be adjourned from time to time by the chairperson of the meeting or by the vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote thereon, to reconvene at the same or some other place, if any, or by means of remote communication if so determined in accordance with the
Section 2.11 — Action by Written Consent
Medium
⚑ Notice / time limit to track
Section 2.11 — Action by Written Consent Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if one or more consents in writing or by electronic transmission, setting forth the action so taken, shall be signed by the holders of outstanding s
Article III — Board of Directors
Article III — Board of Directors
Section 3.1 — General Powers
Section 3.1 — General Powers The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, except as otherwise provided by the DGCL or the Certificate of Incorporation. The board of directors shall have and may exercise all powers of the Corporation and do all lawful acts and things that are not by statute, the Certificate of Incorporation, or these Bylaws directed
Section 3.2 — Number, Qualification, and Term
High
⚑ Non-compete / exclusivity restraint
Section 3.2 — Number, Qualification, and Term The number of directors constituting the whole board of directors shall be fixed from time to time exclusively by resolution adopted by the board of directors or by the sole stockholder of the Corporation; provided, however, that in no event shall the number of directors be fewer than one (1). Effective as of the Effective Time, the initial number of directors shall be fi
Section 3.3 — Election of Directors
Section 3.3 — Election of Directors Except as otherwise provided in the Certificate of Incorporation or the DGCL, directors shall be elected by the sole stockholder or, if there is more than one stockholder, at the annual meeting of stockholders by a plurality of the votes cast by the shares entitled to vote in the election. The sole stockholder, Ardent Apex Holdings Inc., may elect directors by written consent in li
Section 3.4 — Removal
Section 3.4 — Removal Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as otherwise provided by the DGCL or the Certificate of Incorporation. Without limiting the foregoing, the sole stockholder of the Corporation may remove any director or the entire board of directors by written c
Section 3.5 — Vacancies and Newly Created Directorships
Medium
⚑ Forum / governing law
Section 3.5 — Vacancies and Newly Created Directorships Unless otherwise provided in the Certificate of Incorporation or by applicable law, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the remaining directors then in office, although less than a quorum, or by the sole stockholder. A director elected to fill a vacancy or a ne
Section 3.6 — Resignation
Section 3.6 — Resignation Any director may resign at any time by giving written notice to the Corporation. Such notice may be given to the board of directors, the chairperson of the board, the chief executive officer, or the secretary. A resignation shall be effective at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 3.7 — Regular Meetings
Medium
⚑ Notice / time limit to track
Section 3.7 — Regular Meetings Regular meetings of the board of directors may be held at such times and at such places, within or without the State of Delaware, as shall from time to time be determined by resolution of the board of directors. Notice of regular meetings of the board of directors need not be given if the time and place thereof have been fixed by resolution of the board.
Section 3.8 — Special Meetings
Medium
⚑ Notice / time limit to track
Section 3.8 — Special Meetings Special meetings of the board of directors may be called by the chairperson of the board, the chief executive officer, or any two (2) directors. Notice of any special meeting shall be given to each director at least twenty-four (24) hours before the time of the meeting if given personally, by telephone, or by electronic transmission, or at least forty-eight (48) hours before the time of
Section 3.9 — Quorum and Voting
Medium
⚑ Notice / time limit to track
Section 3.9 — Quorum and Voting At all meetings of the board of directors, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business. Except as otherwise provided by the DGCL, the Certificate of Incorporation, or these Bylaws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors.
Section 3.10 — Action by Written Consent
Section 3.10 — Action by Written Consent 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 of directors or any committee thereof may be taken without a meeting if all members of the board or of such committee, as the case may be, consent thereto in writing or by electronic transmission. Any such written consent or
Section 3.11 — Telephonic and Electronic Meetings
Section 3.11 — Telephonic and Electronic Meetings Members of the board of directors, or of any committee designated by the board, may participate in a meeting of the board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 3.11 shall constitute presence
Section 3.12 — Compensation
Section 3.12 — Compensation Directors may receive such compensation for their services, if any, and such reimbursement for expenses of attendance at meetings or otherwise, as may be fixed from time to time by resolution of the board of directors. Nothing contained in these Bylaws shall be construed to preclude any director from serving the Corporation in any other capacity, including as an officer, employee, or agent
Section 3.13(a) — Establishment. The board of directors may, by resolution passed by a ma
Section 3.13(a) — Establishment. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors of the Corporation. To the extent provided in the resolution or resolutions establishing a committee, and to the extent permitted by the DGCL, any such committee shall have and may exercise all the powers and authority
Section 3.13(b) — Committee Procedures. Each committee shall keep regular minutes of its
Medium
⚑ Forum / governing law
Section 3.13(b) — Committee Procedures. Each committee shall keep regular minutes of its meetings and shall report the same to the board of directors when required. Unless the board of directors otherwise provides, the rules governing meetings, notice and waiver of notice, quorum, voting requirements, action without a meeting, and participation by telephone or other communications equipment applicable to the board of
Section 4.1 — Officers Generally
Section 4.1 — Officers Generally The officers of the Corporation shall include a Chief Executive Officer, a Secretary, and a Treasurer, and may include a President, one or more Vice Presidents, a Chief Financial Officer, a Chief Operating Officer, a Chief Technology Officer, and such other officers, agents, and assistant officers as may be elected or appointed by the board of directors from time to time. Officers sha
Section 4.2 — Election and Term of Office
Section 4.2 — Election and Term of Office The officers of the Corporation shall be elected by the board of directors at its first meeting following each annual meeting of stockholders or at such other time or times as the board of directors may determine. Each officer shall hold office until such officer’s successor shall have been duly elected or appointed and qualified, or until such officer’s earlier resignation,
Section 4.3 — Removal
Section 4.3 — Removal Any officer may be removed by the board of directors, with or without cause, at any time. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4.4 — Resignation
Section 4.4 — Resignation Any officer may resign at any time by giving written notice to the board of directors, the chairperson of the board, the chief executive officer, or the secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If no effective time is specified, the resig
Section 4.5 — Chairperson of the Board
Section 4.5 — Chairperson of the Board The board of directors may elect a chairperson of the board from among its members. If a chairperson of the board is elected, the chairperson shall preside at all meetings of the board of directors and at all meetings of the stockholders, unless otherwise determined by the board of directors or unless the chairperson is absent. The chairperson shall have such other powers and pe
Section 4.6 — Chief Executive Officer
Medium
⚑ Forum / governing law
Section 4.6 — Chief Executive Officer The Chief Executive Officer shall have general supervision and control over the business and affairs of the Corporation, subject to the authority of the board of directors. In the absence of the chairperson of the board, or if no chairperson has been elected, the Chief Executive Officer shall preside at all meetings of the stockholders and of the board of directors. Except to the
Section 4.7 — President
Section 4.7 — President If a President is elected and such person is not also the Chief Executive Officer, the President shall have such powers and duties as may be assigned from time to time by the board of directors or the Chief Executive Officer. The President shall perform such executive and administrative duties as are consistent with the office and as delegated to the President by the board of directors or the
Section 4.8 — Vice Presidents
Section 4.8 — Vice Presidents Each Vice President shall have such powers and shall perform such duties as may be assigned from time to time by the board of directors, the Chief Executive Officer, or the President. In the absence or disability of the Chief Executive Officer and the President, the Vice President designated by the board of directors, or in the absence of such designation, the Vice President designated b
Section 4.9 — Chief Financial Officer / Treasurer
Section 4.9 — Chief Financial Officer / Treasurer The Chief Financial Officer or Treasurer, as the case may be, shall have custody of the corporate funds and securities of the Corporation and shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Corporation. The Chief Financial Officer or Treasurer shall deposit or cause to be deposited all moneys and other
Section 4.10 — Secretary
Medium
⚑ Notice / time limit to track
Section 4.10 — Secretary The Secretary shall attend all meetings of the board of directors and all meetings of the stockholders and shall record, or cause to be recorded, all votes and the minutes of all proceedings in a book or books to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and of the board of directors and shall perform such other duties as
Section 4.11 — Assistant Officers
Section 4.11 — Assistant Officers The board of directors may elect or appoint one or more Assistant Secretaries, Assistant Treasurers, and such other assistant officers as the board may deem necessary or advisable. Each assistant officer shall have such powers and perform such duties as may be assigned from time to time by the board of directors or by the officer whom such assistant officer is appointed to assist. In
Section 4.12 — Compensation of Officers
Section 4.12 — Compensation of Officers The compensation of the officers of the Corporation shall be fixed from time to time by the board of directors or by a duly authorized committee thereof.
Section 5.1 — Certificates; Uncertificated Shares
Section 5.1 — Certificates; Uncertificated Shares The shares of the Corporation may be represented by certificates or may be uncertificated, as determined from time to time by resolution of the board of directors. If shares are represented by certificates, each certificate shall be in such form as shall be approved by the board of directors and shall be signed by the chairperson of the board, or the president or a vi
Section 5.2 — Transfer of Shares
Medium
⚑ Assignment / subcontracting
Section 5.2 — Transfer of Shares Transfers of shares of the Corporation shall be made on the books of the Corporation only by the holder of record thereof or by such holder’s duly authorized attorney, upon surrender to the Corporation or its transfer agent of the certificate or certificates representing such shares, if any, properly endorsed, or upon compliance with appropriate procedures for transfer of uncertificat
Section 5.3 — Registered Stockholders
Section 5.3 — Registered Stockholders The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof for all purposes, including without limitation the payment of dividends or other distributions, the right to vote, the right to receive notice, and all other matters arising with respect to the ownership of such shares. The Corporation shall not be bound t
Section 5.4 — Lost, Stolen, or Destroyed Certificates
High
⚑ Indemnity / guarantee obligation
Section 5.4 — Lost, Stolen, or Destroyed Certificates The board of directors may direct that a new certificate or uncertificated shares be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. When authorizing such issuance, the board
Section 5.5 — Record Date for Dividends and Other Purposes
Section 5.5 — Record Date for Dividends and Other Purposes In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or the stockholders 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 of directors may fix a record date. A
Article VI — Indemnification and Advancement of Expenses
High
⚑ Indemnity / guarantee obligation
Article VI — Indemnification and Advancement of Expenses
Section 6.1 — Right to Indemnification
High
⚑ Penalty / liquidated damages
Section 6.1 — Right to Indemnification The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as the same now exists or may hereafter be amended, any person who was or is made or is threatened to be made a party to, or is otherwise involved in, any threatened, pending, or completed action, suit, proceeding, or investigation, whether civil, criminal, administrative, or investiga
Section 6.2 — Advancement of Expenses
High
⚑ Indemnity / guarantee obligation
Section 6.2 — Advancement of Expenses Expenses, including attorneys’ fees, incurred by a director or officer of the Corporation in defending any civil, criminal, administrative, or investigative action, suit, proceeding, or investigation shall be paid by the Corporation in advance of the final disposition of such matter upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so
Section 6.3 — Indemnification of Employees and Agents
High
⚑ Indemnity / guarantee obligation
Section 6.3 — Indemnification of Employees and Agents The Corporation may, to the extent authorized from time to time by the board of directors, grant rights to indemnification and advancement of expenses to any employee or agent of the Corporation or any person serving at the request of the Corporation as an employee or agent of another enterprise, to the fullest extent permitted by law or to such lesser extent as t
Section 6.4 — Non-Exclusivity of Rights
High
⚑ Non-compete / exclusivity restraint
Section 6.4 — Non-Exclusivity of Rights The rights to indemnification and advancement of expenses conferred by this Article VI shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, other bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. Nothing in this Article VI shall limit the power of
Section 6.5 — Insurance
High
⚑ Indemnity / guarantee obligation
Section 6.5 — Insurance The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who, while serving in such capacity, is or was serving at the request of the Corporation in any capacity for another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against any liability asserted aga
Section 6.6 — Survival
High
⚑ Indemnity / guarantee obligation
Section 6.6 — Survival The rights to indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall continue as to a person who has ceased to be a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, administrators, legal representatives, and estate of such person.
Section 6.7 — Amendment or Repeal
Section 6.7 — Amendment or Repeal Any amendment, alteration, or repeal of this Article VI, or the adoption of any provision of these Bylaws inconsistent with this Article VI, shall be prospective only and shall not adversely affect any right or protection existing under this Article VI immediately prior to such amendment, alteration, repeal, or adoption with respect to any act or omission occurring, or any state of f
Article VII — General Provisions
Article VII — General Provisions