Attached files

file filename
EX-2.1 - EX-2.1 - OUTERWALL INCd232823dex21.htm
8-K - FORM 8-K - OUTERWALL INCd232823d8k.htm

Exhibit 3.1

Amendment to the Amended and Restated Bylaws of Outerwall Inc.

The Amended and Restated Bylaws of Outerwall Inc. are hereby amended, effective July 24, 2016, to add the following new Article XV:

ARTICLE XV

FORUM FOR ADJUDICATION OF DISPUTES

Section 47. Forum for Adjudication of Disputes. Unless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation; (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director or officer or other employee of the corporation to the corporation or the corporation’s stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty; (iii) any action asserting a claim against the corporation or any current or former director or officer or other employee of the corporation arising pursuant to any provision of the Delaware General Corporation Law, the Certificate of Incorporation or these Bylaws (in each case, as may be amended from time to time); (iv) any action asserting a claim related to or involving the corporation or any director or officer or other employee of the corporation that is governed by the internal affairs doctrine; or (v) any other action asserting an “internal corporate claim” as that term is defined in Section 115 of the Delaware General Corporation Law or any successor provision, shall be in 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 Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, subject to the court’s having personal jurisdiction over the indispensable parties named therein. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Section 47. If any action the subject matter of which is within the scope of this Section 47 is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the preceding sentence and (ii) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.