First Solar, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 07/23/2021   Download
SEC Document
SEC Filing
On July 22, 2021, the Board of Directors (the “Board”) of First Solar, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (as amended and restated, the “A&R Bylaws”) to, among other things, adopt provisions: (i) clarifying that the Board is empowered to appoint officers with titles in addition to those titles listed in the current Amended and Restated Bylaws; (ii) designating 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) as the exclusive forum for certain corporate law matters and actions or proceedings asserting an “internal corporate claim” unless the Company consents in writing to the selection of an alternative forum; (iii) designating the federal district courts of the United States as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”) unless the Company consents in writing to the selection of an alternative forum; and (iv) providing that if any provision of the A&R Bylaws is held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions will not be impaired and will be construed to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable.