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10-Q primary document
MSN · Quarterly Report (Form 10-Q) · Filed November 14, 2025

Emerson Radio Corp — 10-Q exhibit

ex_883815.htm
Emerson Radio Corp on Boardroom Alpha
ex_883815.htm

 

Exhibit 3.2.2

 

AMENDMENT TO

CORPORATE BYLAWS OF

EMERSON RADIO CORP.

 

 

The Corporate Bylaws of Emerson Radio Corp. are hereby amended, effective as of June 22, 2020 (Eastern), by adding the following Section 8.13 in Article 8 thereof:

 

“8.13 Forum Selection.

 

(a)    Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on behalf of the Corporation; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee of the Corporation or any stockholder to the Corporation or the Corporation’s stockholders; (iii) any action or proceeding asserting a claim against the Corporation or any current or former director, officer or other employee of the Corporation or any stockholder arising pursuant to any provision of the General Corporation Law of Delaware, the Certificate of Incorporation or these Bylaws (as each may be amended from time to time); (iv) any action or proceeding to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or these Bylaws (including any right, obligation or remedy thereunder); (v) any action or proceeding as to which the General Corporation Law of Delaware confers jurisdiction to the Court of Chancery of the State of Delaware; and (vi) any action asserting a claim against the Corporation or any director, officer or other employee of the Corporation or any stockholder, governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. This Section 8.13(a) shall not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States of America have exclusive jurisdiction.

 

(b)    Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

 

(c)    Any person or entity holding, owning or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Section 8.13.”

 

Except as amended hereby, the Bylaws shall remain in full force and effect.

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