Teledyne Technologies Incorporated
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 01/06/2021   Download
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On January 2, 2021, the Board, in connection with the Merger Agreement, adopted the Second Amended and Restated Bylaws of Teledyne Technologies Incorporated (the “Amended Bylaws”), which reflect an amendment to Article VIII of Teledyne’s existing Amended and Restated Bylaws to revise the exclusive forum selection provisions. The Amended Bylaws became effective immediately.

The amended Article VIII provides that, unless Teledyne consents in writing to the selection of an alternative forum, 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) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action, suit or proceeding brought on behalf of Teledyne; (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director or officer of Teledyne to Teledyne or to Teledyne’s stockholders; (iii) any action, suit or proceeding arising pursuant to any provision of the General Corporation Law of the State of Delaware, Teledyne’s certificate of incorporation or the Amended Bylaws; or (iv) any action, suit or proceeding asserting a claim against Teledyne governed by the internal affairs doctrine of the State of Delaware.

The amended Article VIII also provides that unless Teledyne consents in writing to the selection of an alternative forum, the federal district courts shall be the sole and exclusive forum for the resolution of any claims arising under the Securities Act of 1933, as amended.