Iterum Therapeutics plc - FORM S-1 - EX-3.2 - March 20, 2020

Attached files

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EX-99.4 - EX-99.4 - Iterum Therapeutics plcd886725dex994.htm
EX-99.3 - EX-99.3 - Iterum Therapeutics plcd886725dex993.htm
EX-99.2 - EX-99.2 - Iterum Therapeutics plcd886725dex992.htm
EX-99.1 - EX-99.1 - Iterum Therapeutics plcd886725dex991.htm
EX-25.2 - EX-25.2 - Iterum Therapeutics plcd886725dex252.htm
EX-25.1 - EX-25.1 - Iterum Therapeutics plcd886725dex251.htm
EX-23.1 - EX-23.1 - Iterum Therapeutics plcd886725dex231.htm
EX-5.4 - EX-5.4 - Iterum Therapeutics plcd886725dex54.htm
EX-5.3 - EX-5.3 - Iterum Therapeutics plcd886725dex53.htm
EX-5.2 - EX-5.2 - Iterum Therapeutics plcd886725dex52.htm
EX-5.1 - EX-5.1 - Iterum Therapeutics plcd886725dex51.htm
EX-4.7 - EX-4.7 - Iterum Therapeutics plcd886725dex47.htm
EX-3.3 - EX-3.3 - Iterum Therapeutics plcd886725dex33.htm
S-1 - S-1 - Iterum Therapeutics plcd886725ds1.htm

Exhibit 3.2

FORM No. 2

 

LOGO

BERMUDA

THE COMPANIES ACT 1981

MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES

Section 7(1) and (2)

MEMORANDUM OF ASSOCIATION

OF

Iterum Therapeutics Bermuda Limited

(hereinafter referred to as “the Company”)

 

1.

The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them.

 

2.

We, the undersigned, namely,

 

Name    Address      Bermudian Status
(Yes or No)		    Nationality    Number of
Shares
Subscribed

Marcello A. Ausenda

     

 Clarendon House
2 Church Street

Hamilton, HM 11

Bermuda

  
 

 

 

    Yes    British    One

David W. P. Cooke

       Yes    British    One

Charles Collis

       Yes    British    One

do hereby respectively agree to take such number of shares of the Company as may be allotted to us respectively by the provisional directors of the Company, not exceeding the number of shares for which we have respectively subscribed, and to satisfy such calls as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to us respectively.

 

  3.

The Company is to be an exempted company as defined by the Companies Act 1981 (the “Act”).

 

  4.

The Company, with the consent of the Minister of Finance, has power to hold land situate in Bermuda not exceeding ___ in all, including the following parcels:- N/A

 

  5.

The authorised share capital of the Company is US$100.00 divided into shares of US$1.00 each.

 

  6.

The objects for which the Company is formed and incorporated are unrestricted.

 

  7.

The following are provisions regarding the powers of the Company –

Subject to paragraph 6, the Company may do all such things as are incidental or conducive to the attainment of its objects and shall have the capacity, rights, powers and privileges of a natural person, and –

pursuant to Section 42 of the Act, the Company shall have the power to issue preference shares which are, at the option of the holder, liable to be redeemed;

pursuant to Section 42A of the Act, the Company shall have the power to purchase its own shares for cancellation; and

pursuant to Section 42B of the Act, the Company shall have the power to acquire its own shares to be held as treasury shares.

Signed by each subscriber in the presence of at least one witness attesting the signature thereof

 

/s/ Marcello A. Ausenda

                                 

/s/ Tina Trott

/s/ David W. P. Cooke

    

/s/ Tina Trott

/s/ Charles Collis

    

/s/ Tina Trott

(Subscribers)     (Witnesses)

SUBSCRIBED this 6th day of November, 2019

Iterum Therapeutics plc Reports