exv4w2



 





EXHIBIT 4.2




BYLAWS

OF

FOXHOLLOW TECHNOLOGIES, INC.




a Delaware Corporation

(the “Corporation”)




ARTICLE I

OFFICES




     Section 1. Registered Office. The registered office of the Corporation required by
the Delaware General Corporation Law to be maintained in the State of Delaware is as designated in
the Certificate of Incorporation. The Board of Directors of the Corporation may, from time to
time, change the location of the registered office. On or before the day that such change is to
become effective, a certificate of such change and of the new address of the new registered office
shall be filed with the Secretary of State of the State of Delaware.



     Section 2. Other Office. The Corporation may also have offices at such other places,
both within and without the State of Delaware, as the Board of Directors may from time to time
determine or the business of the Corporation may require.



ARTICLE II

MEETINGS OF STOCKHOLDERS




     Section 1. Place and Time of Annual Meeting. An annual meeting of the stockholders
shall be held for the purpose of electing directors and conducting such other business as may come
before the meeting. The date, time and place of the annual meeting shall be determined by
resolution of the Board of Directors. At each annual meeting, the stockholders entitled to vote
shall elect a Board of Directors and they may transact such other business as shall be stated in
the notice of the meeting.



     Section 2. Special Meetings. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be
called by the Chief Executive Officer and shall be called by the Chief Executive Officer or
Secretary at the request in writing of stockholders owning a majority in the amount of the entire
capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.



     Section 3. Notice. Written or printed notice of every annual or special meeting of
the stockholders, stating the place, date, time, and, in the case of special meetings, the purpose
or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting
not less than ten, nor more than sixty, days before the date of the meeting. All such notices
shall be delivered, either personally or by mail, and if mailed, such notice shall be deemed to be
delivered



 









 





when deposited in the United States mail addressed to the stockholder at his or her address at
it appears on the records of the Corporation, with postage prepaid.




     Section 4. Waiver of Notice. Whenever any notice is required to be given under the
provisions of the statutes, or of the Certificate of Incorporation or of these Bylaws, a waiver
thereof in writing, signed by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto.



     Section 5. Stockholder’s List. The officer having charge of the stock ledger of the
Corporation shall make, at least ten days before every meeting of the stockholders, a complete list
of the stockholders entitled to vote at such meeting arranged in alphabetical order, specifying the
address of and the number of shares registered in the name of each stockholder. Such list shall be
open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the notice of the
meeting or, if not so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.



     Section 6. Quorum. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders except as otherwise provided by statute or by the Certificate of
Incorporation. If a quorum is present, the holders of the shares present in person or represented
by proxy at the meeting, and entitled to vote thereat, shall have the power, by the affirmative
vote of the holders of a majority of such shares, to adjourn the meeting to another time and/or
place. Unless the adjournment is for more than thirty days or unless a new record date is set for
the adjourned meeting, no notice of the adjourned meeting need be given to any stockholder provided
that the time and place of the adjourned meeting were announced at the meeting at which the
adjournment was taken. At the adjourned meeting the Corporation may transact any business which
might have been transacted at the original meeting.



     Section 7. Vote Required. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the question is one upon
which by express provisions of an applicable statute or of the Certificate of Incorporation a
different vote is required, in which case such express provision shall govern and control the
decision of such question.



     Section 8. Voting Rights. Every stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, except that no proxy shall be voted after three years
from its date, unless such proxy provides for a longer period.



     Section 9. Informal Action. Any action required to be taken at any annual or special
meeting of stockholders of the Corporation, or any action which may be taken at any annual or
special meeting of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the



2









 





holders of outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Prompt notice of the taking of the Corporate action without a
meeting by less than unanimous written consent shall be given to those stockholders who have not
consented in writing. Any action taken pursuant to such written consent of the stockholders shall
have the same force and effect as if taken by the stockholders at a meeting thereof.




ARTICLE III

DIRECTORS




     Section 1. Election and Term of Office. The number of directors which shall
constitute the whole board shall be at least one (1) or such other number as shall be fixed from
time to time by resolution of the Board. The directors shall be elected at the annual meeting of
the stockholders, except as provided in Section 4 of this Article III, and each director elected
shall hold office until the next annual meeting of stockholders or until a successor is duly
elected and qualified or until his or her earlier death, resignation or removal as hereinafter
provided.



     Section 2. Management By Board of Directors. The business of the Corporation shall be
managed by its Board of Directors, which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute, or by Certificate of Incorporation, or by these
Bylaws directed or required to be exercised or done by the stockholders.



     Section 3. Removal. Any director or the entire Board of Directors may be removed at
any time, with or without cause, by the holders of a majority of the shares of stock of the
Corporation then entitled to vote at an election of directors, except as otherwise provided by
statute.



     Section 4. Vacancies. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of the directors then in
office though less than a quorum, and each director so chosen shall hold office until the next
annual election or until a successor is duly elected and qualified or until his or her earlier
death, resignation or removal as hereinafter provided.



     Section 5. Annual Meetings. The annual meeting of each newly elected Board of
Directors shall be held without other notice than this Bylaw immediately after, and at the same
place as, the annual meeting of stockholders.



     Section 6. Other Meetings and Notice. Regular meetings, other than the annual
meeting, of the Board of Directors may be held without notice at such time and at such place as
shall from time to time be determined by the board. Special meetings of the Board of Directors may
be called by or at the request of the Chief Executive Officer on at least twenty four hours’ notice
to each director, either personally, by telephone, by mail, by facsimile, or by telegraph; in like
manner and on like notice the Chief Executive Officer must call a special meeting on the written
request of a majority of directors. Whenever any notice is required to be given under the
provisions of the statutes, or of the Certificate of Incorporation or of these Bylaws, a waiver



3









 





thereof in writing, signed by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto.




     Section 7. Quorum. A majority of the total number of directors shall constitute a
quorum for the transaction of business. The vote of a majority of directors present at a meeting
at which a quorum is present shall be the act of the Board of Directors. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the meeting, until a quorum
shall be present.



     Section 8. Committees. The Board of Directors may, by resolution passed by a majority
of the whole board, designate one or more committees, each committee to consist of one or more of
the directors of the Corporation, which to the extent provided in such resolution shall have and
may exercise the powers of the Board of Directors in the management and affairs of the Corporation
except as otherwise limited by statute. The Board of Directors may designate one or more directors
as alternate members of any committee. Such committee or committees shall have such name or names
as may be determined from time to time by resolution adopted by the Board of Directors. Each
committee shall keep regular minutes of its meetings and report the same to the Board of Directors
when required.



     Section 9. Committee Rules. Each committee of the Board of Directors may fix its own
rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise
be provided by the resolution of the Board of Directors designating such committee, but in all
cases the presence of at least a majority of the members of such committee shall be necessary to
constitute a quorum. In the event that a member and that member’s alternate, if alternates are
designated by the Board of Directors as provided in Section 8 of this Article III, of such
committee is/are absent or disqualified, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the meeting in place of any
such absent or disqualified members.



     Section 10. Informal Action. Any action permitted to be taken at any meeting of the
Board of Directors, or of any committee thereof, may be taken without a meeting if all members of
the board or committee, as the case may be, consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the board or committee.



     Section 11. Participation by Conference Telephone. Directors of the Corporation may
participate in a meeting of the Board of Directors or any committee thereof by means of conference
telephone or similar communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in such a manner shall constitute presence in person
at such meeting.



     Section 12. Compensation. The directors may be paid for expenses of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting
of the Board of Directors or a stated salary. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation therefor.



4









 





Members of committees designated by the Board of Directors may be allowed like compensation
for attending committee meetings.




ARTICLE IV

OFFICERS




     Section 1. Number. The officers of the Corporation shall be chosen by the Board of
Directors and shall include a Chief Executive Officer, a Secretary and a Chief Financial Officer.
The Board of Directors may also choose a Chairman of the Board of Directors and may elect or
appoint such other officers or agents as its deems necessary for the operation and management of
the Corporation, with such powers, rights, duties and responsibilities as may be determined by the
Board of Directors, including, without limitation, one or more Vice Presidents, and one or more
Assistant Secretaries and Assistant Treasurers. Any number of offices or functions of those
offices may be held or exercised by the same person unless the certificate of incorporation or the
bylaws otherwise provide.



     Section 2. Election and Term of Office. The officers of the Corporation shall be
elected annually by the Board of Directors at the first meeting of the Board of Directors held
after each annual meeting of stockholders. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as may be convenient. Vacancies may be
filled or new offices created and filled at any meeting of the Board of Directors. Each officer
shall hold office until the next annual meeting of the Board of Directors or until a successor is
duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter
provided.



     Section 3. Removal. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the best interests of
the Corporation would be served thereby, but such removal shall be without prejudice of the
contract rights, if any, of the person so removed.



     Section 4. Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of
the term by a majority vote of the directors then in office.



     Section 5. Compensation. Compensation of all officers shall be fixed by the Board of
Directors, and no officer shall be prevented from receiving such compensation by virtue of the fact
that said officer is also a director of the Corporation.



     Section 6. Chairman of the Board of Directors. The Chairman of the Board, if there be
one, shall preside at all meetings of the stockholders and of the Board of Directors. The Chairman
of the Board shall be the Chief Executive Officer of the Corporation, shall preside at all meetings
of the Board of Directors and the stockholders, shall have general active management of the
business of the Corporation, and shall have such other power and perform such additional duties as
may from time to time be assigned to the Chairman by the Board of Directors. The Chairman shall be
ex-officio a member of all standing committees. The Chairman shall execute and deliver in the name
of the Corporation any deeds, mortgages, bonds, contracts, or other instruments pertaining to the
business of the Corporation, as may be



5









 





prescribed from time to time by the Board of Directors, and in general shall perform all
duties usually incident to the office of the Chief Executive Officer. In the absence or disability
of the Chief Executive Officer, the Chairman of the Board shall succeed to the Chief Executive
Officer’s powers and duties.




     Section 7. The Chief Executive Officer. The Chief Executive Officer of the
Corporation shall be the chief operating officer of the Corporation, shall be responsible for
management of the business of the Corporation subject to the direction of the Chairman of the
Board, and in general shall perform all duties usually incident to the office of chief operating
officer, and such other duties as may from time to time be assigned by the Board of Directors. In
the absence or disability of the Chairman of the Board of Directors, or if there be none, the Chief
Executive Officer shall preside at all meetings of the stockholders and the Board of Directors. If
there be no Chairman of the Board of Directors the Chief Executive Officer shall be the Chief
Executive Officer of the Corporation.



     Section 8. The Vice President. The Vice President, if any, or if there shall be more
than one, the Vice Presidents in the order determined by the Board of Directors, shall in the
absence or disability of the Chief Executive Officer (and if there be no Chairman of the Board of
Directors) perform the duties and exercise the powers of the Chief Executive Officer and shall
perform such other duties and have such other powers as the Board of Directors may from time to
time prescribe.



     Section 9. The Secretary. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of the meetings of
the Corporation and of the Board of Directors in a book to be kept for that purpose and shall
perform like duties for the standing committees when required. The Secretary shall give, or cause
to be given, notice of all meetings of the stockholders and special meetings of the Board of
Directors; perform such other duties as may be prescribed by the Board of Directors or Chief
Executive Officer, under whose supervision the Secretary shall be. The Assistant Secretary, if
any, or if there be more than one, the Assistant Secretaries in the order determined by the Board
of Directors, shall in the absence or disability of the Secretary perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.



     Section 10. The Chief Financial Officer. The Chief Financial Officer shall be the
Chief Financial Officer. The Chief Financial Officer shall have the custody of the corporate funds
and securities; shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation; shall deposit all monies and other valuable effects in the name and
to the credit of the Corporation in such depositories as may be designated by the Board of
Directors; shall disburse the funds of the Corporation as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements; and shall render to the Chief Executive Officer and
the Board of Directors at its regular meetings, or when the Board of Directors so requires, an
account of the Corporation. If required by the Board of Directors, the Chief Financial Officer
shall give the Corporation a bond (which shall be renewed every six years) in such sums and with
such surety or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of the Chief Financial Officer and for the restoration to the
Corporation, in case of death, resignation, retirement or removal from office, of



6









 





all books, papers, vouchers, money, and other property of whatever kind in the possession or
under the control of the Chief Financial Officer belonging to the Corporation. The Assistant
Treasurer, if any, or if there shall be more than one, the Assistant Treasurers in the order
determined by the Board of Directors, shall in the absence or disability of the Chief Financial
Officer perform the duties and exercise the powers of the Chief Financial Officer and shall perform
such other duties and have such other powers as the Board of Directors may from time to time
prescribe.




     Section 11. Other Officers, Assistant Officers and Agents. Officers, assistant
officers and agents, if any, other than those whose duties are provided for in these Bylaws, shall
have such authority and perform such duties as may from time to time be prescribed by resolution of
the Board of Directors.



ARTICLE V

CERTIFICATE OF STOCK




     Section 1. Form. Every holder of stock in the Corporation shall be entitled to have a
certificate, signed by, or in the name of the Corporation by (i) the Chairman of the Board of
Directors, the Chief Executive Officer or a Vice President and (ii) by the Chief Financial Officer,
or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares
owned by the stockholder in the Corporation. Where a certificate is signed (1) by a transfer agent
or an assistant transfer agent, other than the Corporation or its employee or (2) by a registrar,
other than the Corporation or its employee, any other signature on the certificate may be
facsimile. In case any officer or officers who have signed, or whose facsimile signature or
signatures have been used on, any such certificate or certificates shall cease to be such officer
or officers of the Corporation whether because of death, resignation or otherwise before such
certificate or certificates have been delivered by the Corporation, such certificate or
certificates may nevertheless be issued and delivered as though the person or persons who signed
such certificate or certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the Corporation.



     Section 2. Lost Certificates. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or the owner’s legal representative, to give the
Corporation a bond in such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.



     Section 3. Fixing a Record Date. The Board of Directors may fix in advance not more
than sixty nor less than ten days preceding the date of any meeting of stockholders, or the date
for the payment of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or a date in connection
with obtaining such consent, as a record date for the determination of the stockholders entitled to



7









 





notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to
receive payment of any such dividend, or entitled to any such allotment of rights, or entitled to
exercise the rights in respect to any such change, conversion, or exchange of capital stock, or
entitled to give such consent, and in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to
vote at, such meeting and any adjournment thereof, or to receive payments of such dividend, or to
receive such allotment or rights, or to exercise such rights, or to give such consents, as the case
may be, notwithstanding any transfer of any stock on the books of the Corporation after any such
record date fixed as aforesaid. If no record date is fixed, the time for determining stockholders
shall be at the close of business on the day next preceding the day on which notice is given, or if
notice is waived, at the close of business on the day next preceding the day on which the meeting
is held. The time for determining stockholders for any other purpose shall be at the close of
business on the date on which the Board of Directors adopts the resolution relating thereto. A
determination of stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.




     Section 4. Registered Stockholders. The Corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the part of the other person, whether or
not it shall have express or other notice thereof, except as otherwise provided by the laws of
Delaware.



     Section 5. Stock Certificates and Legend. If the Corporation shall be authorized to
issue more than one class of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the
foregoing requirements, there may be set forth on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, a statement that the
Corporation will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional or other special rights of each
class of stock or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.



ARTICLE VI

GENERAL PROVISIONS




     Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by the Board of
Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in
property, or in shares of the capital stock, subject to the provisions of the Certificate of
Incorporation. Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to meet contingencies or for equalizing



8









 





dividends, or for repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think in the best interest of the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.




     Section 2. Checks. All checks or demands for money and notes of the Corporation shall
be signed by such officer or officers or such other person or persons as the Board of Directors may
from time to time designate.



     Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.



     Section 4. Seal. The Corporation shall not have a corporate seal.



     Section 5. Securities Owned by Corporation. Voting securities in any other
corporation held by the Corporation shall be voted by the Chief Executive Officer, unless the Board
of Directors specifically confers authority to vote with respect thereto, which may be general or
confined to specific instances, upon some other person or officer. Any person authorized to vote
securities shall have the power to appoint proxies, with general power of substitution.



ARTICLE VII

AMENDMENTS




     These Bylaws may be adopted, amended, altered or repealed at any meeting of the Board of
Directors by majority vote. The fact that the power to adopt, amend, alter or repeal the Bylaws
has been conferred upon the Board of Directors shall not divest the stockholders of the same
powers.



Dated:
October 4, 2007





9