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SEC Filings

OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 04/09/2007
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                    (xii) encumber all or substantially all of the Corporation’s property or business;
               b. The corporation shall not (whether by any reorganization, recapitalization, transfer of assets, consolidation, merger, amendment, dissolution, issuance or sale of securities or any other action) without the vote or written consent by the holders of at least a majority of the then outstanding shares of Series A Preferred Stock, voting together as a separate series and on an as-converted to Common Stock basis: (i) increase or decrease the authorized number of shares of the Series A Preferred Stock; or (ii) amend the corporation’s Certificate of Incorporation or Bylaws in any way, or take any other action that would adversely affect the rights, preferences, privileges or restrictions of the Series A Preferred Stock, whether by merger, consolidation, amendment or otherwise.
          7. No Reissuance of Preferred Stock. No share or shares of Preferred Stock acquired by the corporation by reason of purchase, conversion, redemption or otherwise shall be reissued, and all such shares shall be cancelled, retired and eliminated from the shares which the corporation shall be authorized to issue. This Certificate of Incorporation shall be appropriately amended to effect the corresponding reduction in corporation’s capital stock
     C. Common Stock.
          1. Dividend Rights. Subject to the prior rights of the holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of the Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of any assets or the corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors.
          2. Liquidation Rights. Upon the liquidation, dissolution or winding up of the corporation, the assets of the corporation shall be distributed as provided in Article 4(B)(2) hereof.
          3. Redemption. The Common Stock shall not be redeemable.
          4. Voting Rights. The holder of each share of Common Stock shall have the right to one vote, and shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of this corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by law.
     A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director in accordance with and to the fullest extent permitted by the Delaware General Corporation Law as the same exists or as may hereafter be (including without limitation their heirs, executors and administrators) amended.
     The corporation shall indemnify each of the corporation’s directors and officers in each and every situation where, under Section 145 of the Delaware General Corporation Law, as

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