Rudolph Technologies, Inc.
Extract: Bylaws Amendment (Plain English Desc) from a 8-K on 06/24/2019   Download
SEC Document
SEC Filing

On June 23, 2019, Rudolph’s Board of Directors adopted an amendment to Rudolph’s Restated Bylaws (the “Bylaw Amendment”) to add a new Section 8.13 thereto. The Bylaw Amendment provides that the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware) is the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Rudolph, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee or stockholder of Rudolph to Rudolph or Rudolph’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or as to which the Delaware General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim arising pursuant to any provision of Rudolph’s certificate of incorporation or Rudolph’s Restated Bylaws (in each case, as they may be amended from time to time) or governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of Rudolph capital stock will be deemed to have notice of and consented to the provisions of the Bylaw Amendment.