Vonage Holdings Corp.
Extract: Bylaws Amendment (Plain English Desc) from a 8-K on 11/22/2021   Download
SEC Document
SEC Filing

On November 21, 2021, the Board approved, subject to the entry into the Merger Agreement, an amendment of the Company’s Amended and Restated By-Laws (as amended and restated, the “By-Laws”), adding a new Section 5.9 to include a forum selection clause for adjudication of disputes. The clause provides that unless the corporation 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 lacks jurisdiction, a state court located within the State of Delaware or the federal district court for the District of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for certain specified actions or proceedings, provided that the federal district courts of the United States of America will be the sole and exclusive forum for the resolution of any action asserting a claim arising under the Securities Act or the rules and regulations promulgated thereunder.