LIMITLESS X HOLDINGS INC. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
The amendments effected by the A&R Bylaws provide, among other things, that:
- The Board has the exclusive authority to call special meetings;
- The quorum level to conduct Company business is 33.33% of the voting
shares entitled to vote, present in person or represented by proxy at any
shareholder meeting;
- Company directors may fill vacancies on the Board, whereas previously any
vacancies on the Board could also be filled by the shareholders at the
next annual meeting or at a special meeting called for that purpose;
- Shareholders may only remove directors for "cause" and requires a
supermajority vote of 75% of the shareholders;
- The Board has the authority to amend the A&R Bylaws without the consent of
the shareholders and requires a supermajority vote of 75% of shareholders
to amend or repeal the A&R Bylaws unless the Board is recommending any
such amendment;
- An exclusive forum provision naming the Court of Chancery of the State of
Delaware to be the sole and exclusive forum for any shareholder to bring
(i) any derivative action on behalf of the Company; (ii) any action
asserting a claim of breach of a fiduciary duty or other wrongdoing by any
director, officer, or other employee of the Company; (iii) any action
asserting a claim pursuant to any provision of the Delaware General
Corporation Law, the Company's A&R Certificate, or the A&R Bylaws; (iv)
any action to interpret, apply, enforce, or determine the validity of the
Company's A&R Certificate or the A&R Bylaws; or (v) any action asserting a
claim against the Company governed by the internal affairs doctrine;
- A provision permitting virtual shareholder meetings at the discretion of
the Board;
- A provision for shareholder advance notice for any proposed business a
shareholder desires to put forth at the Annual Shareholder Meeting to
include time limitations of not less than 75 days nor more than 125 days
prior to the Annual Shareholder Meeting and disclosure requirements
related to the proposed business; and
- Updates to the Company's indemnification of directors, officers, or
persons serving at the request of the Company, whereby any indemnification
by the Company shall be made upon a determination that they have met an
applicable standard of conduct. Such determination shall be made (i) by
the Board with a majority vote of a quorum consisting of directors who
were not parties to such action, suit, or proceeding; or (ii) if such
quorum is not obtainable or, even if obtainable, as a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion; or (iii) by the shareholders. The Company will pay the
expenses incurred in defending a civil or criminal action, suit, or
proceeding in advance of the final disposition of such action, suit, or
proceeding, provided that if it shall ultimately be determined that they
are not entitled to be indemnified by the Company, the recipient must
repay such amount back to the Company.
Certain provisions of the A&R Bylaws may be deemed to have an anti-takeover effect and may delay, make more difficult, or prevent an attempted acquisition or an attempted replacement of the Company's Board or management.
The foregoing descriptions of the provisions of the A&R Bylaws are summaries only and are qualified in their entirety by reference to the provisions of the A&R Bylaws, which is attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibit
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit Number Description 3.1 Amended and Restated Bylaws datedJanuary 29, 2023 104 Cover Page Interactive Data File (formatted as an Inline XBRL document) 1
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