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

Amended and Restated Bylaws

 

The Company’s Amended and Restated Bylaws in effect immediately prior to the effective time of the First Merger were amended (as amended, the “Bylaws”) as of the effective time of the First Merger to reflect certain governance terms provided in the Merger Agreement. Pursuant to the Merger Agreement, immediately following the effective time of the First Merger, the Company caused its board to consist of ten directors, (i) eight of whom were selected by Omega Parent, and (ii) two of whom were members of the BioScrip’s board immediately prior to the effective time of the First Merger (the “Continuing BioScrip Directors”). Furthermore, pursuant to the Merger Agreement, the Company amended its Bylaws, effective as of the effective time of the First Merger to provide that, if, following the closing, any Continuing BioScrip Director resigns or is unable to serve for any other reason prior to the first anniversary following the first annual meeting after the effective time of the First Merger (in each case, a “Removed Designee”), then, in each case, the remaining Continuing BioScrip Director (if any) will recommend a replacement for such Removed Designee to the Governance, Compliance and Nominating Committee of the Company’s board, which will consider such replacement (and, if not approved by such committee, any additional replacements recommended by the remaining Continuing BioScrip Director) in good faith.