iRobot 2014 Annual Report Download - page 70

B-2
The powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each class or series of stock
shall be determined in accordance with, or as set forth below in, this Article IV.
A. COMMON STOCK
Subject to all the rights, powers and preferences of the Undesignated Preferred Stock and except as provided by law or in this
Article IV (or in any certificate of designations of any series of Undesignated Preferred Stock):
(a) the holders of the Common Stock shall have the exclusive right to vote for the election of directors
of the Corporation (the “Directors”) and on all other matters requiring stockholder action, each outstanding share entitling the holder
thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that,
except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this
Certificate (or on any amendment to a certificate of designations of any series of Undesignated Preferred Stock) that alters or changes
the powers, preferences, rights or other terms of one or more outstanding series of Undesignated Preferred Stock if the holders of such
affected series are entitled to vote, either separately or together with the holders of one or more other such series, on such amendment
pursuant to this Certificate (or pursuant to a certificate of designations of any series of Undesignated Preferred Stock) or pursuant to
the DGCL;
(b) dividends may be declared and paid or set apart for payment upon the Common Stock out of any
assets or funds of the Corporation legally available for the payment of dividends, but only when and as declared by the Board or any
authorized committee thereof; and
(c) upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the
net assets of the Corporation shall be distributed pro rata to the holders of the Common Stock.
B. UNDESIGNATED PREFERRED STOCK
The Board of Directors or any authorized committee thereof is expressly authorized, to the fullest extent permitted by law, to
provide for the issuance of the shares of Undesignated Preferred Stock in one or more series of such stock, and by filing a certificate
pursuant to applicable law of the State of Delaware, to establish or change from time to time the number of shares of each such series,
and to fix the designations, powers, including voting powers, full or limited, or no voting powers, preferences and the relative,
participating, optional or other special rights of the shares of each series and any qualifications, limitations and restrictions thereof.
ARTICLE V
STOCKHOLDER ACTION
1. Action without Meeting. Except as otherwise provided herein, any action required or permitted to be taken by the
stockholders of the Corporation at any annual or special meeting of stockholders of the Corporation must be effected at a duly called
annual or special meeting of stockholders and may not be taken or effected by a written consent of stockholders in lieu thereof.
2. Special Meetings. Except as otherwise required by statute and subject to the rights, if any, of the holders of any
series of Undesignated Preferred Stock, special meetings of the stockholders of the Corporation may be called only by the Board of
Directors acting pursuant to a resolution approved by the affirmative vote of a majority of the Directors then in office. Only those
matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the
Corporation.
ARTICLE VI
DIRECTORS
1. General. The business and affairs of the Corporation shall be managed by or under the direction of the Board of
Directors except as otherwise provided herein or required by law.
2. Election of Directors. Election of Directors need not be by written ballot unless the of the Corporation (the
“By-laws”) shall so provide.