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GENMARK DIAGNOSTICS, INC. FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 28, 2014, the Board of Directors of GenMark Diagnostics, Inc. (the "Company") approved an amendment and restatement of the By-laws of the Company, effective immediately, to include a new Article XIV of the By-laws relating to forum selection in connection with certain litigation matters. The new forum selection provision provides that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim against the Company arising pursuant to any provision of the Delaware General Corporation Law or the Certificate of Incorporation or By-laws, or (iv) any action asserting a claim against the Company governed by the internal affairs doctrine shall be a state or federal court located within the state of Delaware, in all cases subject to the court's having personal jurisdiction over the indispensable parties named as defendants. The forum selection provision further provides that any person that purchases or otherwise acquires an interest in stock of the Company will be deemed to have notice of and agree to comply with the foregoing provisions. Item 9.01 Financial Statements and Exhibits. (d) The following exhibits are filed with this Current Report: Exhibit No. Description 3.1 Amended and Restated By-laws of GenMark Diagnostics, Inc. |