Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - HITTITE MICROWAVE CORP | d740892d8k.htm |
| EX-99.4 - EX-99.4 - HITTITE MICROWAVE CORP | d740892dex994.htm |
| EX-99.5 - EX-99.5 - HITTITE MICROWAVE CORP | d740892dex995.htm |
| EX-99.3 - EX-99.3 - HITTITE MICROWAVE CORP | d740892dex993.htm |
| EX-99.2 - EX-99.2 - HITTITE MICROWAVE CORP | d740892dex992.htm |
| EX-99.1 - EX-99.1 - HITTITE MICROWAVE CORP | d740892dex991.htm |
| EX-2.1 - EX-2.1 - HITTITE MICROWAVE CORP | d740892dex21.htm |
Exhibit 3.1
Amendment to Amended and Restated By-laws of
HITTITE MICROWAVE CORPORATION
| RESOLVED: | That the Amended and Restated By-laws of Hittite Microwave Corporation are hereby further amended, pursuant to Section 11.1 thereof and effective as of June 8, 2014, to add the following new Section 12 at the end thereof, as follows: | |
| Section 12. FORUM SELECTION | ||
| Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery (the “Court of Chancery”) of the State of Delaware (or, in the event that the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the corporation, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation’s stockholders, (3) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, or the certificate of incorporation or by-laws of the corporation, or (4) any action asserting a claim governed by the internal affairs doctrine. 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 12. | ||