AMENDED AND RESTATED BYLAWS OF LUMINEX SYSTEMS HOLDINGS INC.
Preamble / Adoption Clause
These Amended and Restated Bylaws of Luminex Systems Holdings Inc. (these “Bylaws”) amend and restate in their entirety the bylaws of Luminex Systems Holdings Inc., a Delaware corporation (the “Corporation”).
These Bylaws are adopted effective as of the Effective Time (as defined in that certain Agreement and Plan of Merger, dated as of March 24, 2025, by and among Ardent Apex Holdings Inc., a Delaware corporation (“Parent”), Ardent Apex Merger Sub Inc., a Delaware corporation (“Merger Sub”), and the Corporation). Upon the occurrence of the Effective Time, Merger Sub merged with and into the Corporation, with the Corporation continuing as the surviving corporation in the merger and becoming a wholly owned subsidiary of Parent.
These Bylaws shall be governed by, and construed in accordance with, the Delaware General Corporation Law, as the same exists from time to time (the “DGCL”), together with the Certificate of Incorporation of the Corporation then in effect.
Article I — Offices
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 registered office of the Corporation in the State of Delaware and/or designate a different registered agent.
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
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.
Article II — Stockholders
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) months after the date of the last annual meeting of stockholders.
Notwithstanding the foregoing, so long as the Corporation remains a wholly owned subsidiary of Ardent Apex Holdings Inc., any action that may be taken at an annual meeting of stockholders may be taken by the sole stockholder by written consent in lieu of a meeting in accordance with Section 2.11 of these Bylaws.
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 the notice of meeting.
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 solely by means of remote communication, to the fullest extent permitted by Section 211(a)(2) of the DGCL and any other applicable provision of law. In such case, the notice of meeting shall specify the means of remote communication by which stockholders and proxyholders may be deemed present in person and may vote at such meeting.
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 proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
Notice may be given by mail, by electronic transmission, or by any other method permitted by the DGCL. If mailed, notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at the stockholder’s address as it appears on the records of the Corporation. If given by electronic transmission, notice shall be deemed given as provided in the DGCL.
Whenever notice is required to be given under the DGCL, the Certificate of Incorporation, or these Bylaws, a written waiver thereof, signed by the person entitled to notice, or a waiver by electronic transmission by such person, 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 the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
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 proxy, or the action of such sole stockholder by written consent where permitted, shall constitute a quorum for all purposes.
If, however, a quorum shall not be present or represented at any meeting of stockholders, the chairperson of the meeting or the holders of a majority of the shares present in person or represented by proxy and entitled to vote thereat may adjourn the meeting from time to time without further notice other than announcement at the meeting, unless notice of the adjourned meeting is otherwise required by the DGCL or these Bylaws.
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 in person or represented by proxy at a meeting and entitled to vote on the subject matter shall be the act of the stockholders.
Ardent Apex Holdings Inc., as the sole stockholder of the Corporation as of the Effective Time, shall be entitled to exercise all voting rights with respect to all outstanding shares of the Corporation then owned by it.
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 Corporation or such other person as may be designated to receive proxies before or at the time of the meeting.
No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy expressly provides for a longer period.
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.
Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either on a reasonably accessible electronic network as permitted by the DGCL or during ordinary business hours at the principal place of business of the Corporation. If the meeting is to be held at a place, then the list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. If the meeting is held solely by means of remote communication, then the list shall be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.
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 (10) days before the date of such meeting.
If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice is given, or, if notice is waived, the close of business on the day next preceding the day on which the meeting is held.
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 DGCL.
When a meeting is adjourned to another date, time, or place, or to another means of remote communication, notice need not be given of the adjourned meeting if the date, time, place, if any, and means of remote communication, if any, are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than thirty (30) days or a new record date is fixed for the adjourned meeting, in either of which events notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
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 stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing, to the extent required by the DGCL.
As Ardent Apex Holdings Inc. is the sole stockholder of the Corporation as of the Effective Time, any action required or permitted to be taken by the stockholders may be taken by the written consent of Ardent Apex Holdings Inc. in its capacity as sole stockholder.
Article III — Board of Directors
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 or required to be exercised or done by the stockholders.
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 fixed by the sole stockholder, Ardent Apex Holdings Inc.
Directors need not be residents of the State of Delaware and need not be stockholders of the Corporation unless so required by the Certificate of Incorporation.
Each director shall hold office until the next annual meeting of stockholders and until such director’s successor shall have been duly elected and qualified, or until such director’s earlier resignation, removal, death, or incapacity.
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 lieu of a meeting to the fullest extent permitted by the DGCL and these Bylaws.
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 consent.
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 newly created directorship shall hold office until the next annual meeting of stockholders and until such director’s successor shall have been duly elected and qualified, or until such director’s earlier resignation, removal, death, or incapacity.
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. If no effective time is specified, the resignation shall take effect upon receipt.
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
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 the meeting if given by mail. Notice of a special meeting need not describe the purpose of the meeting unless required by law.
Notice shall be deemed to have been duly given when delivered personally, when communicated by telephone to the director or to a person at the director’s office or residence who would reasonably be expected to communicate such notice promptly to the director, when transmitted by electronic transmission, or when deposited in the United States mail, postage prepaid, addressed to the director at the director’s address as it appears on the records of the Corporation.
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.
If a quorum shall not be present at any meeting of the board of directors, a majority of the directors present thereat may adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken.
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 consents, or electronic transmissions, shall be filed with the minutes of proceedings of the board of directors or committee and shall have the same force and effect as a unanimous vote at a meeting duly called and held.
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 in person at such meeting.
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, and receiving compensation therefor.
Section 3.13 — Committees
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 of the board of directors in the management of the business and affairs of the Corporation.
Notwithstanding the foregoing, no committee shall have the power or authority to:
(i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders, except to the extent permitted by the DGCL;
(ii) approve or adopt an amendment to the Certificate of Incorporation;
(iii) adopt an agreement of merger or consolidation;
(iv) recommend to the stockholders the sale, lease, or exchange of all or substantially all of the Corporation’s property and assets;
(v) recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution; or
(vi) fill vacancies on the board of directors or on any committee of the board.
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 directors shall apply to each committee and its members, mutatis mutandis.
Each committee may adopt such further rules for the conduct of its business as it shall deem advisable, to the extent not inconsistent with the Certificate of Incorporation, these Bylaws, the resolutions of the board of directors, or applicable law.
Article IV — Officers
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 shall be elected by the board of directors, except that subordinate officers may be appointed by a duly authorized officer if and to the extent authorized by the board of directors.
Any two (2) or more offices may be held by the same person, to the fullest extent permitted by law.
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, removal, death, or incapacity.
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
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 resignation shall take effect upon receipt.
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 perform such other duties as may from time to time be assigned by the board of directors.
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 extent that the board of directors, these Bylaws, or applicable law expressly require action by another officer or agent, the Chief Executive Officer shall have authority to execute and deliver in the name and on behalf of the Corporation bonds, mortgages, contracts, deeds, agreements, and other instruments and documents.
The Chief Executive Officer shall perform all duties customarily incident to the office of chief executive officer and such other duties as may from time to time be assigned by the board of directors.
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 Chief Executive Officer.
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 by the Chief Executive Officer, shall perform the duties and exercise the powers of the Chief Executive Officer, subject to the direction of the board of directors.
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 valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the board of directors.
The Chief Financial Officer or Treasurer shall render to the Chief Executive Officer and to the board of directors, whenever requested by either of them, an account of all financial transactions of the Corporation and of the financial condition of the Corporation.
The Chief Financial Officer or Treasurer shall perform all duties customarily incident to such office and such other duties as may be assigned by the board of directors or the Chief Executive Officer.
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 may be prescribed by the board of directors, the chairperson of the board, or the Chief Executive Officer.
The Secretary shall be the custodian of the corporate records and of the seal of the Corporation, if any, and shall see that the seal of the Corporation, if any, is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized.
The Secretary shall keep, or cause to be kept, at the principal office of the Corporation or at such other place as the board of directors may direct, a register of the mailing address of each stockholder and such other records as may be required by law or customary corporate practice.
The Secretary shall perform all duties customarily incident to the office of secretary and such other duties as may be assigned from time to time by the board of directors or the Chief Executive Officer.
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 the absence, disability, or inability to act of the Secretary or Treasurer, the respective Assistant Secretary or Assistant Treasurer, or such other person as may be designated by the board of directors, shall perform the duties and exercise the powers of such officer.
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.
Article V — Stock
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 vice president, and by the secretary or an assistant secretary, or the treasurer or an assistant treasurer. Any or all signatures upon a certificate may be facsimile signatures.
Every certificate representing shares shall state upon its face the name of the Corporation, that the Corporation is organized under the laws of the State of Delaware, the name of the stockholder, and the number and class of shares, and the series, if any, represented thereby.
Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required by the DGCL.
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 uncertificated shares, and, in each case, upon presentation of proper evidence of succession, assignment, or authority to transfer.
The Corporation may appoint one or more transfer agents and one or more registrars and may require all certificates for shares to bear the signature of any such transfer agent or registrar.
The board of directors may make such additional rules and regulations as it may deem expedient concerning the issuance, transfer, and registration of shares of the Corporation.
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 to recognize any equitable or other claim to or interest in any such share or shares on the part of any other person, whether or not the Corporation shall have express or other notice thereof, except as otherwise required by law.
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 of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate, or such owner’s legal representative, to give the Corporation and its transfer agent or registrar a bond or other security in such sum and with such surety or sureties as the board may direct, sufficient to indemnify the Corporation and any transfer agent or registrar against any claim that may be made against any of them on account of the alleged loss, theft, or destruction of such certificate or the issuance of such new certificate or uncertificated shares.
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.
Any such record date shall not precede the date upon which the resolution fixing the record date is adopted and shall not be more than sixty (60) days prior to such action.
If no record date is fixed, the record date for determining stockholders for any such purpose shall be as otherwise provided by the DGCL.
Article VI — Indemnification and Advancement of Expenses
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 investigative, by reason of the fact that such person is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, member, manager, trustee, fiduciary, or agent of another corporation, partnership, joint venture, trust, limited liability company, employee benefit plan, or other enterprise.
Such indemnification shall include, to the fullest extent permitted by the DGCL, the right to be indemnified against all expenses, liabilities, and losses actually and reasonably incurred or suffered by such person in connection with such proceeding, including attorneys’ fees, judgments, fines, excise taxes, penalties, and amounts paid in settlement.
The rights conferred by this Section 6.1 shall be contract rights and shall include the right of an indemnitee to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, subject to and in accordance with Section 6.2 of these Bylaws.
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 advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such person is not entitled to be indemnified by the Corporation under the DGCL, the Certificate of Incorporation, these Bylaws, or otherwise.
Such undertaking shall be accepted without reference to the financial ability of such person to make repayment.
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 the board of directors may determine.
Any such indemnification or advancement of expenses may be provided pursuant to these Bylaws, by separate agreement, by resolution of the board of directors, or otherwise.
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 the Corporation to enter into one or more indemnification agreements with any director, officer, employee, or agent of the Corporation.
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 against such person or incurred by such person in any such capacity, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL.
Without limiting the generality of the foregoing, the Corporation acknowledges the maintenance of a directors’ and officers’ liability tail insurance policy issued by Palisade Mutual Insurance Co., Policy No. PAL-DO-2025-11473, providing aggregate coverage limits of $50,000,000 and a six (6)-year tail period for the benefit of current and former directors and officers of the Corporation, in each case subject to the terms, conditions, exclusions, retentions, and limits of such policy.
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
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 facts existing, prior to such amendment, alteration, repeal, or adoption.
Without limiting the foregoing, no amendment, alteration, or repeal of this Article VI shall limit or eliminate the right of any indemnitee with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration, or repeal.
Article VII — General Provisions
Section 7.1 — Dividends and Other Distributions
Subject to the provisions of the DGCL and the Certificate of Incorporation, dividends upon the capital stock of the Corporation may be declared by the board of directors at any regular or special meeting and may be paid in cash, in property, or in shares of the capital stock of the Corporation.
The declaration and payment of any dividend or other distribution shall at all times be subject to the rights of the holders of any class or series of stock having a preference over the common stock as to dividends or distributions, if any, and to any restrictions contained in the DGCL or the Certificate of Incorporation.