Print Page  Close Window

SEC Filings

VITAE PHARMACEUTICALS, INC filed this Form 8-K on 10/25/2016
Entire Document


advancement or recovery the indemnitee may have from the Indemnitee-related entities shall reduce or otherwise alter the rights of the indemnitee or the obligations of the corporation hereunder.  In the event that any of the Indemnitee-related entities shall make any payment to the indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee against the corporation, and the indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-related entities effectively to bring suit to enforce such rights.  Each of the Indemnitee-related entities shall be third-party beneficiaries with respect to this Section 6.09 of these bylaws, entitled to enforce this Section 6.09 of these bylaws.


(b)  For purposes of this Section 6.09 of these bylaws, the following terms shall have the following meanings:


(i)  The term “Indemnitee-related entities” means Allergan plc and its affiliates (but shall not include Vitae Pharmaceuticals, Inc. and its subsidiaries).


(ii)  The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the indemnitee shall be entitled to indemnification or advancement of expenses from both the Indemnitee-related entities and the corporation pursuant to the DGCL, any agreement or the certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the corporation or the Indemnitee-related entities, as applicable.






Section 7.01.  Registered Office.  The registered office of the corporation in the State of Delaware shall be located at the location provided in the corporation’s certificate of incorporation.


Section 7.02.  Other Offices.  The corporation may maintain offices or places of business at such other locations within or without the State of Delaware as the Board may from time to time determine or as the business of the corporation may require.






Section 8.01.  Dividends.


(a)  Subject to any applicable provisions of law and the certificate of incorporation, dividends upon the shares of the corporation may be declared by the Board