Common use of Emergency Bylaws Clause in Contracts

Emergency Bylaws. (A) Notwithstanding anything to the contrary in the Certificate of Incorporation or these Bylaws, this Section 7.10 (the “Emergency Bylaws”) shall be operative during any emergency resulting from an attack on the United States or on a locality in which the Corporation conducts its business or customarily holds meetings of its Board or its stockholders or during any nuclear or atomic disaster or the existence of any catastrophe, a declaration of a national emergency by the United States government, or other similar emergency condition, which, in any such case, renders a significant number of the members of the Board who were serving on the Board pursuant to these Bylaws (excluding pursuant to this Section 7.10) immediately prior to the Emergency (the “Regular Directors”) incapacitated or inaccessible for an extended period of time and as a result of which a quorum of the Board or a standing committee thereof cannot be convened for action (an “Emergency”). To the extent not inconsistent with these Emergency Bylaws, the regular bylaws of the Corporation (i.e., these Bylaws) and the Certificate of Incorporation shall remain in effect during an Emergency, and these Emergency Bylaws shall not be operative after the Emergency ends. Notwithstanding the immediately preceding clause, any Emergency which causes these Emergency Bylaws to become operative shall be deemed to have ended whenever the following conditions are met: (a) The directors serving pursuant to the Emergency Bylaws determine at a meeting that the Emergency has ended; or (b) the Regular Directors, taking action pursuant to and in accordance with Article III (including the quorum requirements of Section 3.9), determine that the Emergency has ended or that the Emergency Bylaws are no longer operative. (B) During any Emergency, any director or officer of the Corporation may call a meeting of the Board or any standing committee thereof and notice of the place and time of such meeting of the Board or any standing committee thereof may be given only to such directors as may be feasible to reach at the time and by such means as may be feasible at the time. Such notice shall be given at least twenty-four (24) hours before such meeting if feasible and otherwise on any shorter time as the person giving notice may deem necessary. Such notice shall be similarly given, to the extent feasible, to the Designated Officers serving as directors pursuant to this Section 7.10). Neither the business to be transacted nor the purpose of any such meeting need be specified in the notice thereof. (C) At any meeting of the Board, or any standing committee thereof, called in accordance with this Section 7.10, the presence of three (3) directors shall constitute a quorum for the transaction of business of the Board, and the presence of two (2) standing committee members shall constitute a quorum for the transaction of business of any standing committee. In the event that less than three (3) Regular Directors are able to attend such meeting of the Board, then the Regular Directors (or the single Regular Director) in attendance shall select additional directors to serve on the Board, in such number as is necessary to have three (3) directors at the meeting, from among the Designated Officers. In the event that no Regular Directors are able to attend such meeting of the Board, then no more than three (3) Designated Officers in attendance shall serve as directors for such meeting and with full powers to act as directors of the Corporation. During the duration of the Emergency, (1) vacancies on the Board or any committee thereof may be filled by a majority vote of the directors in attendance at such meeting, and (2) the Board may appoint any individual as a director to replace a director who is incapacitated and to serve until the latter ceases to be incapacitated. Directors appointed to the Board pursuant to this Section 7.10(C) shall serve on the Board until the Emergency has ended. Directors taking any action at any such meeting shall have an obligation to inform, if feasible, all Regular Directors and Designated Officers who were not in attendance at such meeting of all actions so taken. For purposes of this Section 7.10, “Designated Officers” means officers of the Corporation who may become directors of the Corporation during an Emergency, which list has been approved by the Whole Board prior to the Emergency. If the Whole Board has not approved a list of Designated Officers prior to the Emergency, then the officers of the Corporation in attendance shall serve as directors for the meeting, without any additional quorum requirement, and will have full powers to act as directors of the Corporation for such meeting.

Emergency Bylaws. (A) Notwithstanding anything to the contrary in the Certificate of Incorporation or these Bylaws, this This Section 7.10 (the “Emergency Bylaws”) 50 shall be operative during any emergency resulting from an attack on the United States or on a locality in which the Corporation conducts its business or customarily holds meetings of its Board or its stockholders or during any nuclear or atomic disaster or the existence of any catastrophe, a declaration of a national emergency condition as contemplated by the United States government, or other similar emergency condition, which, in any such case, renders a significant number Section 110 of the members of the Board who were serving on the Board pursuant to these Bylaws (excluding pursuant to this Section 7.10) immediately prior to the Emergency (the “Regular Directors”) incapacitated or inaccessible for an extended period of time and as a result of which a quorum of the Board or a standing committee thereof cannot be convened for action DGCL (an “Emergency”). To the extent not inconsistent with , notwithstanding any different or conflicting provisions in these Emergency Bylaws, the regular bylaws of the Corporation (i.e., these Bylaws) and the Certificate of Incorporation shall remain in effect during an Emergency, and these Emergency Bylaws shall not be operative after or the Emergency endsDGCL. Notwithstanding In the immediately preceding clause, any Emergency which causes these Emergency Bylaws to become operative shall be deemed to have ended whenever the following conditions are met: (a) The directors serving pursuant to the Emergency Bylaws determine at a meeting that the Emergency has ended; or (b) the Regular Directors, taking action pursuant to and in accordance with Article III (including the quorum requirements event of Section 3.9), determine that the Emergency has ended or that the Emergency Bylaws are no longer operative. (B) During any Emergency, any the director or officer of the Corporation may call directors in attendance at a meeting of the Board of Directors or any a standing committee thereof and notice shall constitute a quorum. Such director or directors in attendance may further take action to appoint one or more of the place and time of such meeting themselves or other directors to membership on any standing or temporary committees of the Board or any standing committee thereof may be given only to such directors of Directors as may be feasible to reach at the time they shall deem necessary and by such means as may be feasible at the time. Such notice shall be given at least twenty-four (24) hours before such meeting if feasible and otherwise on any shorter time as the person giving notice may deem necessary. Such notice shall be similarly given, to the extent feasible, to the Designated Officers serving as directors pursuant to this Section 7.10). Neither the business to be transacted nor the purpose of any such meeting need be specified in the notice thereof. (C) At any meeting of the Board, or any standing committee thereof, called in accordance with this Section 7.10, the presence of three (3) directors shall constitute a quorum for the transaction of business of the Board, and the presence of two (2) standing committee members shall constitute a quorum for the transaction of business of any standing committee. In the event that less than three (3) Regular Directors are able to attend such meeting of the Board, then the Regular Directors (or the single Regular Director) in attendance shall select additional directors to serve on the Board, in such number as is necessary to have three (3) directors at the meeting, from among the Designated Officersappropriate. In the event that no Regular Directors directors are able to attend such a meeting of the BoardBoard of Directors or any committee thereof in an Emergency, then no more than three (3) the Designated Officers (as defined below) in attendance shall serve as directors for such meeting and with full powers to act directors, or committee members, as directors of the Corporation. During the duration of the Emergencycase may be, (1) vacancies on the Board or any committee thereof may be filled by a majority vote of the directors in attendance at such meeting, and (2) the Board may appoint any individual as a director to replace a director who is incapacitated and to serve until the latter ceases to be incapacitated. Directors appointed to the Board pursuant to this Section 7.10(C) shall serve on the Board until the Emergency has ended. Directors taking any action at any such meeting shall have an obligation to inform, if feasible, all Regular Directors and Designated Officers who were not in attendance at such meeting of all actions so taken. For purposes of this Section 7.10, “Designated Officers” means officers of the Corporation who may become directors of the Corporation during an Emergency, which list has been approved by the Whole Board prior to the Emergency. If the Whole Board has not approved a list of Designated Officers prior to the Emergency, then the officers of the Corporation in attendance shall serve as directors for the meeting, without any additional quorum requirement, meeting and will have full powers to act as directors, or committee members, as the case may be, of the corporation. Except as the Board of Directors may otherwise determine, during any Emergency, the corporation and its directors and officers, may exercise any authority and take any action or measure contemplated by Section 110 of the DGCL. For purposes of this Section 50, the term “Designated Officer” means an officer identified on a numbered list of officers of the corporation who shall be deemed to be, in the order in which they appear on the list up until a quorum is obtained, directors of the corporation, or members of a committee of the Board of Directors, as the case may be, for purposes of obtaining a quorum during an Emergency, if a quorum of directors or committee members, as the case may be, cannot otherwise be obtained during such Emergency, which list of Designated Officers shall be approved by the Board of Directors from time to time but in any event prior to such time or times as an Emergency may have occurred. STATE OF CALIFORNIA Office of the Secretary of State ARTICLES OF INCORPORATION CA GENERAL STOCK CORPORATION California Secretary of State 1000 00xx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxx 00000 (000) 000-0000 Corporation Name Initial Street Address of Principal Office of Corporation Principal Address Initial Mailing Address of Corporation Mailing Address Attention Agent for such meeting.Service of Process California Registered Corporate Agent (1505) 800 Xxxxxxxx Xxxxxx, Xxxxx X, Xx Xxxxx, XX 00000 800 Xxxxxxxx Xxxxxx, Xxxxx X, Xx Xxxxx, XX 00000 Mxxxx Xxxxxxx C T CORPORATION SYSTEM Registered Corporate 1505 Agent Shares The total number of shares the corporation is authorized to issue is: 1,000 Does the corporation have more than one class or series of shares? No Purpose Statement The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. Additional information and signatures set forth on attached pages, if any, are incorporated herein by reference and made part of this filing. Electronic Signature ☒ By checking this box, I acknowledge that I am electronically signing this document as the incorporator of the Corporation and that all information is true and correct. lncorporator Signature Date

Emergency Bylaws. (A) Notwithstanding anything to the contrary in the Certificate The provisions of Incorporation or these Bylaws, this Section 7.10 (the “Emergency Bylaws”) 61 shall be operative only during any a national emergency resulting from an declared by the President of the United States or the person performing the President’s functions, or in the event of a nuclear, atomic or other attack on the United States or on a locality in which disaster or catastrophe making it impossible or impracticable for the Corporation conducts to conduct its business or customarily holds meetings without recourse to the provisions of its Board or its stockholders or during any nuclear or atomic disaster this Section 61. Said provisions in such event shall override all other Bylaws or the existence Corporation in conflict with any provisions of any catastrophe, a declaration of a national emergency by the United States government, or other similar emergency condition, which, in any such case, renders a significant number of the members of the Board who were serving on the Board pursuant to these Bylaws (excluding pursuant to this Section 7.10) immediately prior 61, and shall remain operative so long as it remains impossible or impracticable to continue the Emergency (the “Regular Directors”) incapacitated or inaccessible for an extended period of time and as a result of which a quorum of the Board or a standing committee thereof cannot be convened for action (an “Emergency”). To the extent not inconsistent with these Emergency Bylaws, the regular bylaws business of the Corporation (i.e.otherwise, these Bylaws) and the Certificate of Incorporation but thereafter shall be inoperative; provided, however, that all actions taken in good faith pursuant to such provisions shall thereafter remain in full force and effect during an Emergency, unless and these Emergency until revoked by action taken pursuant to the provisions of the Bylaws shall not be operative after the Emergency ends. Notwithstanding the immediately preceding clause, any Emergency which causes these Emergency Bylaws to become operative shall be deemed to have ended whenever the following conditions are met: other than those contained in this Section 61. (a) The directors serving pursuant to the Emergency Bylaws determine at a meeting that the Emergency has ended; or (b) the Regular Directors, taking action pursuant to and in accordance with Article III (including the quorum requirements of Section 3.9), determine that the Emergency has ended or that the Emergency Bylaws are no longer operative. (B) During any Emergency, any director or officer of the Corporation may call a A meeting of the Board or of any standing committee thereof and may be called by any officer or director upon one hour’s notice to all persons entitled to notice whom, in the sole judgment of the place and time of such notifier, it is feasible to notify; (b) The director or directors in attendance at the meeting of the Board or of any standing committee thereof may be given only to such directors as may be feasible to reach at the time and by such means as may be feasible at the time. Such notice shall be given at least twenty-four (24) hours before such meeting if feasible and otherwise on any shorter time as the person giving notice may deem necessary. Such notice shall be similarly given, to the extent feasible, to the Designated Officers serving as directors pursuant to this Section 7.10). Neither the business to be transacted nor the purpose of any such meeting need be specified in the notice thereof. (C) At any meeting of the Board, or any standing committee thereof, called in accordance with this Section 7.10, the presence of three (3) directors shall constitute a quorum for the transaction of business of the Board, and the presence of two quorum; and (2c) standing committee members shall constitute a quorum for the transaction of business of any standing committee. In the event that less than three (3) Regular Directors are able to attend such meeting of the Board, then the Regular Directors (These Bylaws may be amended or the single Regular Director) in attendance shall select additional directors to serve on the Boardrepealed, in such number as is necessary to have three (3) directors at the meetingwhole or in part, from among the Designated Officers. In the event that no Regular Directors are able to attend such meeting of the Board, then no more than three (3) Designated Officers in attendance shall serve as directors for such meeting and with full powers to act as directors of the Corporation. During the duration of the Emergency, (1) vacancies on the Board or any committee thereof may be filled by a majority vote of the directors in attendance at such meeting, and (2) the Board may appoint attending any individual as a director to replace a director who is incapacitated and to serve until the latter ceases to be incapacitated. Directors appointed to the Board pursuant to this Section 7.10(C) shall serve on the Board until the Emergency has ended. Directors taking any action at any such meeting shall have an obligation to inform, if feasible, all Regular Directors and Designated Officers who were not in attendance at such meeting of all actions so takenthe Board, provided such amendment or repeal shall only be effective for the duration of such emergency. For purposes THE COMPANY INTERESTS REPRESENTED BY THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH COMPANY INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. Article I DEFINITIONS 2 Article II ORGANIZATIONAL MATTERS 11 Section 2.01 Formation of this Company 11 Section 7.102.02 Third Amended and Restated Limited Liability Company Agreement 11 Section 2.03 Name 11 Section 2.04 Purpose 12 Section 2.05 Principal Office; Registered Office 12 Section 2.06 Term 12 Section 2.07 No State-Law Partnership 12 Article III MEMBERS; UNITS; CAPITALIZATION 12 Section 3.01 Members 12 Section 3.02 Units 13 Section 3.03 Recapitalization; the Corporation’s Capital Contribution; the Corporation’s Purchase of Common Units 13 Section 3.04 Authorization and Issuance of Additional Units 13 Section 3.05 Repurchases or Redemptions 14 Section 3.06 Certificates Representing Units; Lost, “Designated Officers” means officers Stolen or Destroyed Certificates; Registration and Transfer of Units 15 Section 3.07 Negative Capital Accounts 15 Section 3.08 No Withdrawal 15 Section 3.09 Loans From Members 15 Section 3.10 Tax Treatment of Corporate Equity Plans 15 Section 3.11 Dividend Reinvestment Plan, Cash Option Purchase Plan, Stock Incentive Plan or Other Plan 17 Article IV DISTRIBUTIONS 17 Section 4.01 Distributions 17 Section 4.02 Restricted Distributions 18 Article V CAPITAL ACCOUNTS; ALLOCATIONS; TAX MATTERS 18 Section 5.01 Capital Accounts 18 Section 5.02 Allocations 19 Section 5.03 Regulatory and Special Allocations 19 Section 5.04 Tax Allocations 20 Section 5.05 Withholding; Reimbursement for Payments on Behalf of a Member 21 Article VI MANAGEMENT 22 Section 6.01 Authority of Manager 22 Section 6.02 Actions of the Manager 23 Section 6.03 Resignation; No Removal 23 Section 6.04 Vacancies 23 Section 6.05 Transactions Between Company and Manager 23 Section 6.06 Reimbursement for Expenses 23 Section 6.07 Delegation of Authority 24 Section 6.08 Limitation of Liability of Manager 24 Section 6.09 Investment Company Act 24 Section 6.10 Outside Activities of the Manager 24 Section 6.11 Standard of Care 25 Article VII RIGHTS AND OBLIGATIONS OF MEMBERS 25 Section 7.01 Limitation of Liability and Duties of Members; Investment Opportunities 25 Section 7.02 Lack of Authority 26 Section 7.03 No Right of Partition 26 Section 7.04 Indemnification 26 Section 7.05 Members Right to Act 27 Section 7.06 Inspection Rights 28 Article VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS 28 Section 8.01 Records and Accounting 28 Section 8.02 Fiscal Year 28 Article IX TAX MATTERS 29 Section 9.01 Preparation of Tax Returns 29 Section 9.02 Tax Elections 29 Section 9.03 Tax Controversies 29 Section 9.04 Liabilities 30 Article X RESTRICTIONS ON TRANSFER OF UNITS 30 Section 10.01 Transfers by Members 30 Section 10.02 Permitted Transfers 30 Section 10.03 Restricted Units Legend 31 Section 10.04 Transfer 31 Section 10.05 Assignee’s Rights 32 Section 10.06 Assignor’s Rights and Obligations 32 Section 10.07 Overriding Provisions 32 Article XI REDEMPTION AND EXCHANGE RIGHTS 33 Section 11.01 Redemption Right of a Member 33 Section 11.02 Contribution of the Corporation who may become directors 36 Section 11.03 Exchange Right of the Corporation during an Emergency, which list has been approved by the Whole Board prior to the Emergency. If the Whole Board has not approved a list 36 Section 11.04 Reservation of Designated Officers prior to the Emergency, then the officers Shares of Class A Common Stock and Class B-1 Common Stock; Listing; Certificate of the Corporation 36 Section 11.05 Effect of Exercise of Redemption or Exchange Right 37 Section 11.06 Tax Treatment 37 Article XII ADMISSION OF MEMBERS 37 Section 12.01 Substituted Members 37 Section 12.02 Additional Members 37 Article XIII WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS 38 Section 13.01 Withdrawal and Resignation of Members 38 Article XIV DISSOLUTION AND LIQUIDATION 38 Section 14.01 Dissolution 38 Section 14.02 Liquidation and Termination 38 Section 14.03 Deferment; Distribution in attendance shall serve Kind 39 Section 14.04 Cancellation of Certificate 39 Section 14.05 Reasonable Time for Winding Up 39 Section 14.06 Return of Capital 39 Article XV VALUATION 39 Section 15.01 Determination 39 Section 15.02 Dispute Resolution 39 Article XVI GENERAL PROVISIONS 40 Section 16.01 Power of Attorney 40 Section 16.02 Confidentiality 40 Section 16.03 Amendments 41 Section 16.04 Title to Company Assets 41 Section 16.05 Addresses and Notices 41 Section 16.06 Binding Effect; Intended Beneficiaries 42 Section 16.07 Creditors 42 Section 16.08 Waiver 43 Section 16.09 Counterparts 43 Section 16.10 Applicable Law 43 Section 16.11 Severability 43 Section 16.12 Further Action 43 Section 16.13 Conflict 43 Section 16.14 Delivery by Electronic Transmission 43 Section 16.15 Right of Offset 43 Section 16.16 Effectiveness 44 Section 16.17 Entire Agreement 44 Section 16.18 Remedies 44 Section 16.19 Descriptive Headings; Interpretation 44 Schedule 1 — Initial Schedule of Members Exhibit A — Form of Joinder Agreement This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as directors for of [ ], is entered into by and among Amneal Pharmaceuticals LLC, a Delaware limited liability company (the meeting, without any additional quorum requirement“Company”), and will have full powers to act its Members (as directors of the Corporation for such meetingdefined herein).