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Document Preview MAP Pharmaceuticals, Inc. |
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Title: |
MAP Pharmaceuticals, Inc. |
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Entities: |
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Date: |
2007 |
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Size: |
65KB total |
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Price: |
$45 |
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ID: |
#2985550 |
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Start of Preview |
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AMENDED AND RESTATED
BYLAWS
OF
MAP PHARMACEUTICALS, INC.
a Delaware corporation
TABLE OF CONTENTS
| ARTICLE 1. OFFICES | ||||
| Section 1.1 | Registered Office | 1 | ||
| Section 1.2 | Additional Offices | 1 | ||
| ARTICLE 2. MEETINGS OF STOCKHOLDERS | ||||
| Section 2.1 | Place of Meeting | 1 | ||
| Section 2.2 | Annual Meetings | 1 | ||
| Section 2.3 | Notice of Annual Meetings | 1 | ||
| Section 2.4 | List of Stockholders | 1 | ||
| Section 2.5 | Special Meetings | 2 | ||
| Section 2.6 | Notice of Special Meetings | 2 | ||
| Section 2.7 | Business at Special Meetings | 2 | ||
| Section 2.8 | Quorum | 2 | ||
| Section 2.9 | Voting | 2 | ||
| Section 2.10 | Proxies | 2 | ||
| Section 2.11 | Organization | 3 | ||
| Section 2.12 | Order of Business | 3 | ||
| Section 2.13 | Action by Consent | 3 | ||
| ARTICLE 3. DIRECTORS | ||||
| Section 3.1 | Number and Term | 4 | ||
| Section 3.2 | Vacancies; Removal | 4 | ||
| Section 3.3 | Powers | 4 | ||
| Section 3.4 | Place of Meetings | 4 | ||
| Section 3.5 | Annual Meetings | 4 | ||
| Section 3.6 | Regular Meetings | 4 | ||
| Section 3.7 | Special Meetings | 4 | ||
| Section 3.8 | Organization | 5 | ||
| Section 3.9 | Quorum; Voting; Telephone Meetings | 5 | ||
| Section 3.10 | Action by Consent | 5 | ||
| Section 3.11 | Committees | 5 | ||
| Section 3.12 | Minutes of Committees | 6 | ||
| Section 3.13 | Compensation | 6 | ||
| Section 3.14 | Conflict of Interest | 6 | ||
i
| ARTICLE 4. NOTICES | ||||
| Section 4.1 | Notice to Stockholders | 7 | ||
| Section 4.2 | Notice to Directors | 7 | ||
| Section 4.3 | Waiver of Notice | 7 | ||
| ARTICLE 5. OFFICERS | ||||
| Section 5.1 | Officers | 8 | ||
| Section 5.2 | Additional Officers | 8 | ||
| Section 5.3 | Compensation | 8 | ||
| Section 5.4 | Term of Office; Removal; Vacancies | 8 | ||
| Section 5.5 | Duties of Officers | 8 | ||
| ARTICLE 6. CERTIFICATES OF STOCK | ||||
| Section 6.1 | Certificates | 10 | ||
| Section 6.2 | Signatures | 10 | ||
| Section 6.3 | Lost, Stolen or Destroyed Certificates | 10 | ||
| Section 6.4 | Transfer of Stock | 11 | ||
| Section 6.5 | Record Date | 11 | ||
| Section 6.6 | Registered Stockholders | 12 | ||
| ARTICLE 7. RIGHT OF FIRST OFFER | ||||
| Section 7.1 | Limitation on Transfer | 12 | ||
| ARTICLE 8. INDEMNIFICATION | ||||
| Section 8.1 | Indemnification | 15 | ||
| Section 8.2 | Advancement of Expenses | 16 | ||
| Section 8.3 | Insurance | 16 | ||
| Section 8.4 | Binding Effect | 16 | ||
| Section 8.5 | Procedural Rights | 16 | ||
| Section 8.6 | Survival of Right | 17 | ||
| ARTICLE 9. GENERAL PROVISIONS | ||||
| Section 9.1 | Dividends | 17 | ||
| Section 9.2 | Reserves | 17 | ||
| Section 9.3 | Annual Statement | 17 | ||
| Section 9.4 | Checks | 17 | ||
| Section 9.5 | Fiscal Year | 17 | ||
| Section 9.6 | Seal | 17 | ||
| Section 9.7 | Contracts | 18 | ||
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| Section 9.8 | Voting of Corporation?s Securities | 18 | ||
| ARTICLE 10. AMENDMENT OF BYLAWS | ||||
| Section 10.1 | Procedure | 18 | ||
| HISTORY OF BYLAWS | 19 | |||
iii
AMENDED AND RESTATED
BYLAWS OF
MAP PHARMACEUTICALS, INC.
a Delaware corporation
ARTICLE 1.
OFFICES
Section 1.1 Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.
Section 1.2 Additional Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the Corporation may require.
ARTICLE 2.
MEETINGS OF STOCKHOLDERS
Section 2.1 Place of Meeting. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.
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