Proteostasis Therapeutics, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 08/24/2020   Download
SEC Document
SEC Filing

On August 20, 2020, the PTI Board amended and restated the PTI Therapeutics, Inc. Second Amended and Restated Bylaws (the “Bylaws”). The new ARTICLE VI, SECTION 8 of the Bylaws provides that unless PTI consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on behalf of PTI; (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of PTI to PTI or to PTI’s stockholders; (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware (the “DGCL”), PTI’s Fifth Amended and Restated Certificate of Incorporation or the Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (iv) any action asserting a claim governed by the internal affairs doctrine. Any person or entity holding, owning or acquiring any interest in security of PTI shall be deemed to have notice of and consented to the provisions of this new Bylaw provision.