Option Care Health, Inc.
Extract: Charter Amended/Restated (Plain English Desc) from a 8-K on 08/07/2019   Download
SEC Document
SEC Filing

Third Amended and Restated Certificate of Incorporation

 

Pursuant to the Merger Agreement, the Second Amended and Restated Certificate of Incorporation of the Company was amended by the Amended Charter, which is attached to the Merger Agreement substantially in the form of Exhibit A, which provides, among other things, (i) an increase in authorized shares to permit issuance of a sufficient number of shares as merger consideration, and otherwise in connection with the Merger Agreement and the transactions contemplated thereby, (ii) a prohibition on Company stockholders’ ability to act by written consent after the date on which Omega Parent and its affiliates cease to beneficially own, in the aggregate, capital stock of the Company representing 50% or more of the voting power of the Company, referred to as the “trigger date”, (iii) the right of Company stockholders to remove directors with or without cause with the consent of (A) a majority of the voting power of the Company’s capital stock prior to the trigger date, or (B) a 66⅔% supermajority of the voting power of the Company’s capital stock after the trigger date, (iv) the right of the Company’s stockholders to amend the bylaws or certificate of incorporation of the Company with the consent of (A) a majority of the voting power of the Company’s capital stock prior to the trigger date, or (B) a 66⅔% supermajority of the voting power of the Company’s capital stock after the trigger date, (v) the waiver of certain fiduciary duties of the Company’s officers and directors, including the duty to offer certain business opportunities to the Company, that would otherwise be applicable to the officers and directors of the Company under Delaware law, and (vi) the right, prior to the trigger date, of the holders of a majority of the voting power of the then-outstanding shares of capital stock of the Company, to cause a special meeting of the Company’s stockholders to be called.