Attached files
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8-K - FORM 8-K - CONEXANT SYSTEMS INC | a59297e8vk.htm |
EX-99.1 - EX-99.1 - CONEXANT SYSTEMS INC | a59297exv99w1.htm |
Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CONEXANT SYSTEMS, INC.
OF
CONEXANT SYSTEMS, INC.
ARTICLE ONE
The name of the company (the Company) is Conexant Systems, Inc.
ARTICLE TWO
The registered office of the Company in the State of Delaware is located at 1209 Orange
Street, Wilmington, New Castle County, Delaware 19801, and the name of the registered agent whose
office address will be the same as the registered office is The Corporation Trust Company.
ARTICLE THREE
The purpose of the Company is to engage in any lawful act or activity for which a
corporation may be organized under the Delaware General Corporation Law.
ARTICLE FOUR
The total number of shares of capital stock that the Company has authority to issue is
two hundred million (200,000,000) shares, which will be designated Common Stock, par value $0.01
per share.
ARTICLE FIVE
Meetings of stockholders may be held within or without the State of Delaware, as the
Bylaws of the Company (the Bylaws) may provide. The books of the corporation may be kept
outside the State of Delaware at such place or places as may be designated from time to time by the
board of directors or in the Bylaws. Unless, and except to the extent that, the Bylaws so require,
the election of directors need not be by written ballot.
ARTICLE SIX
The board of directors of the Company (the Board of Directors) may from time to
time adopt, amend or repeal the Bylaws, subject to the power of the stockholders to adopt any
Bylaws or to amend or repeal any Bylaws adopted, amended or repealed by the Board of Directors.
ARTICLE SEVEN
To the fullest extent that the Delaware General Corporation Law as it exists on the date
hereof or as it may hereafter be amended permits the limitation or elimination of the liability of
directors, no director of the Company will be liable to the Company or its stockholders for
monetary damage for breach of fiduciary duty as a director. Any repeal or amendment of this Article
will not adversely affect
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any limitation on the personal liability or alleged liability of a director arising from an
act or omission of that director occurring prior to the time of such repeal or amendment.
ARTICLE EIGHT
The directors shall have powers without the assent or vote of the stockholders to fix and
vary the amount to be reserved for any proper purpose; to authorize and cause to be executed
mortgages and liens upon all or any part of the property of the Company; to determine the use and
disposition of any surplus or net profits; and to fix the times for the declaration and payment of
dividends.
ARTICLE NINE
The directors in their discretion may submit any contract or act for approval or
ratification at any annual meeting of the stockholders or at any meeting of the stockholders called
for the purpose of considering any such act or contract, and any contract or act that shall be
approved or be ratified by the vote of the holders of a majority of the stock of the Company which
is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a
lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and as
binding upon the Company and upon all the stockholders as though it had been approved or ratified
by every stockholder of the Company, whether or not the contract or act would otherwise be open to
legal attack because of directors interest, or for any other reason.
ARTICLE TEN
In addition to the powers and authorities hereinbefore or by statute expressly conferred
upon them, the directors are hereby empowered to exercise all such powers and do all such acts and
things as may be exercised or done by the Company; subject, nevertheless, to the provisions of the
statutes of Delaware, of this certificate, and to any bylaws from time to time made by the
stockholders; provided, however, that no bylaws so made shall invalidate any prior act of the
directors which would have been valid if such bylaw had not been made.
ARTICLE ELEVEN
The Company shall, to the full extent permitted by Section 145 of the Delaware General
Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant
thereto.
ARTICLE TWELVE
Section 203 of the Delaware General Corporation Law, as amended from time to time, shall
not apply to the Company.
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