Attached files
file | filename |
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EX-3.2 - EX-3.2 - McAfee, Inc. | d80032exv3w2.htm |
8-K - FORM 8-K - McAfee, Inc. | d80032e8vk.htm |
Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MCAFEE, INC.
ARTICLE I
NAME OF CORPORATION
The name of this corporation is: McAfee, Inc.
ARTICLE II
REGISTERED OFFICE
The address of the registered office of the corporation in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.
ARTICLE III
PURPOSE
The nature of the business or purposes to be conducted or promoted is to engage in any lawful
act or activity for which corporations may be organized under the General Corporation Law of the
State of Delaware (the DGCL).
ARTICLE IV
AUTHORIZED CAPITAL STOCK
The corporation shall be authorized to issue one class of stock to be designated Common Stock;
the total number of shares which the corporation shall have authority to issue is one thousand
(1,000), and each such share shall have a par value of one cent ($0.01).
ARTICLE V
BOARD POWER REGARDING BYLAWS
In furtherance and not in limitation of the powers conferred by the laws of the State of
Delaware, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind
the bylaws of the corporation.
ARTICLE VI
ELECTION OF DIRECTORS
Elections of directors need not be by written ballot unless the bylaws of the corporation
shall so provide.
ARTICLE VII
LIMITATION OF DIRECTOR LIABILITY
To the fullest extent permitted by the DGCL or other applicable law as the same exists or may
hereafter be amended, a director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL or other
applicable law is amended after the date of the filing of this Certificate of Incorporation to
authorize corporate action further eliminating or limiting the personal liability of directors,
then the liability of a director of the corporation shall be eliminated or limited to the fullest
extent permitted by the DGCL or other applicable law, as so amended from time to time. No repeal
or modification of this Article VII by the stockholders shall adversely affect any right or
protection of a director of the corporation existing by virtue of this Article VII at the time of
such repeal or modification.
ARTICLE VIII
CORPORATE POWER
The corporation reserves the right to amend, alter, change or repeal any provision contained
in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred on stockholders herein are granted subject to this reservation.
ARTICLE IX
CREDITOR COMPROMISE OR ARRANGEMENT
Whenever a compromise or arrangement is proposed between this corporation and its creditors or
any class of them and/or between this corporation and its stockholders or any class of them, any
court of equitable jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the application of any
receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8
of the Delaware Code or on the application of trustees in dissolution or of any receiver or
receivers
appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware
Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class
of stockholders of this corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of this corporation
as a consequence of such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application has been made, be
binding on all the creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this corporation.