Myovant Sciences Ltd. (NYSE:MYOV) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03
(d) Exhibits
Myovant Sciences Ltd. ExhibitEX-3.1 2 d513530dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED BYE-LAWS OF MYOVANT SCIENCES LTD. TABLE OF CONTENTS Interpretation 1. Definitions 1 Shares 2. Power to Issue Shares 5 3. Power of the Company to Purchase its Shares 6 4. Rights Attaching to Shares 6 5. Calls on Shares 9 6. Forfeiture of Shares 10 7. Share Certificates 11 8. Fractional Shares 12 Registration of Shares 9. Register of Members 12 10. Registered Holder Absolute Owner 13 11. Transfer of Registered Shares 13 12. Transmission of Registered Shares 14 Alteration of Share Capital 13. Power to Alter Capital 16 14. Variation of Rights Attaching to Shares 16 Dividends and Capitalisation 15. Dividends 17 16. Power to Set Aside Profits 18 17. Method of Payment 18 18. Capitalisation 19 Meetings of Members 19. Annual General Meetings 19 20. Special General Meetings 19 21. Requisitioned General Meetings 20 22. Notice 20 23. Giving Notice and Access 21 24. Notice of Nominations and Member Business 22 25. Postponement or Cancellation of General Meeting 27 26. Electronic Participation and Security at General Meetings 28 27. Quorum at General Meetings 28 28. Chairman to Preside at General Meetings 29 29. Voting on Resolutions 29 30. Power to Demand Vote on Poll 30 31. Voting by Joint Holders of Shares 31 32. Votes of Members – General 31 33. Adjustment of Voting Power 32 34. Other Adjustments of Voting Power 33 35. Notice 33 36. Board Determination Binding 34 37. Requirement to Provide Information and Notice 34 38. Instrument of Proxy 35 39. Representation of Corporate Member 36 40. Adjournment of General Meeting 37 41. Written Resolutions 37 42. Directors Attendance at General Meetings 39 Directors and Officers 43. Election of Directors 39 44. Classes of Directors 39 45. Term of Office of Directors 39 46. Alternate Directors 39 47. Removal of Directors for Cause 41 48. Vacancy in the Office of Director 41 49. Remuneration of Directors 42 50. Defect in Appointment 42 51. Directors to Manage Business 42 52. Powers of the Board of Directors 43 53. Register of Directors and Officers 44 54. Appointment of Officers 44 55. Appointment of Secretary 44 56. Duties of Officers 45 57. Remuneration of Officers 45 58. Conflicts of Interest 45 59. Indemnification and Exculpation of Directors and Officers 46 Meetings of the Board of Directors 60. Board Meetings 47 61. Notice of Board Meetings 48 62. Electronic Participation in Meetings 48 63. Quorum at Board Meetings 48 64. Board to Continue in Event of Vacancy 48 65. Chairman to Preside 49 66. Written Resolutions 49 67. Validity of Prior Acts of the Board 49 Corporate Records 68. Minutes 49 69. Place Where Corporate Records Kept 50 70. Form and Use of Seal 50 Accounts 71. Books of Account 50 72. Financial Year End 51 Audits 73. Annual Audit 51 74. Appointment of Auditor 51 75. Remuneration of Auditor 51 76. Duties of Auditor 51 77. Access to Records 52 78. Financial Statements 52 79. Distribution of Auditors Report 52 80. Vacancy in the Office of Auditor 52 Business Combinations 81. Business Combinations 52 Voluntary Winding-Up and Dissolution 82. Winding-Up 60 Changes to Constitution 83. Changes to Bye-laws 60 84. Changes to the Memorandum of Association 60 85. Discontinuance 60 86. Amalgamation or Merger 61 Myovant Sciences Ltd. Page 1 INTERPRETATION 1. Definitions 1.1 In these Bye-laws,…To view the full exhibit click here
About Myovant Sciences Ltd. (NYSE:MYOV)
Myovant Sciences Ltd. is a clinical-stage biopharmaceutical company focused on developing and commercializing therapies for women’s health diseases and other endocrine-related disorders. Its main product candidate is Relugolix. Relugolix is an oral, once-daily, small molecule that acts as a gonadotropin-releasing hormone (GnRH) receptor antagonist that binds to and inhibits receptors in the anterior pituitary gland. Inhibition of GnRH receptors decreases the release of the gonadotropins, luteinizing hormone, or LH, and follicle-stimulating hormone, or FSH, thereby decreasing the down-stream production of estrogen and progesterone by the ovaries in women and testosterone by the testes in men. It is advancing relugolix for the treatment of heavy menstrual bleeding associated with uterine fibroids, endometriosis-associated pain and prostate cancer. It intends to develop its second product candidate, RVT-602, for the treatment of female infertility as part of assisted reproduction.