Attached files
| file | filename |
|---|---|
| EX-99.3 - EXHIBIT 99.3 - Precipio, Inc. | v450427_ex99-3.htm |
| EX-99.2 - EXHIBIT 99.2 - Precipio, Inc. | v450427_ex99-2.htm |
| EX-99.1 - EXHIBIT 99.1 - Precipio, Inc. | v450427_ex99-1.htm |
| EX-2.1 - EXHIBIT 2.1 - Precipio, Inc. | v450427_ex2-1.htm |
| 8-K - FORM 8-K - Precipio, Inc. | v450427_8k.htm |
Exhibit 3.1
Amendment to Amended and Restated Bylaws
New Sections 6 and 7 of Article VII are hereby inserted and read as follows:
Section 6. Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee or agent of the Corporation to the Corporation or the Corporation’s stockholders or debtholders, (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the Delaware General Corporation Law or the Certificate of Incorporation or Bylaws (in each case, as they may be amended from time to time), (iv) any action asserting a claim against the Corporation or any current or former director or officer or other employee or agent of the Corporation governed by the internal affairs doctrine or (v) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the General Corporation Law of the State of Delaware; provided, however, that in the event that the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware.
Section 7. Severability. If any provision of these Bylaws shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of these Bylaws (including, without limitation, each portion of any sentence of these Bylaws containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities or circumstances shall not in any way be affected or impaired thereby.