{"id":41586,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/certificate-of-incorporation-amended-and-restated-altera.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-amended-and-restated-altera","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-amended-and-restated-altera.html","title":{"rendered":"Certificate of Incorporation (Amended and Restated) – Altera Corp."},"content":{"rendered":"

AMENDED AND RESTATED CERTIFICATE OF
\nINCORPORATION<\/strong><\/p>\n

OF<\/strong><\/p>\n

ALTERA CORPORATION<\/strong><\/p>\n

Altera Corporation, a corporation organized and existing under the laws of
\nthe State of Delaware (the “Corporation”), hereby certifies as follows:<\/p>\n<\/p>\n

The original Certificate of Incorporation of the Corporation was filed with
\nthe Secretary of State of the State of Delaware on March 25, 1997, under its
\npresent name. The Corporation filed an Amended and Restated Certificate of
\nIncorporation with the Secretary of State of the State of Delaware on February
\n24, 2004.<\/p>\n<\/p>\n

The Amended and Restated Certificate of Incorporation of this Corporation
\nshall be amended and restated to read in full as follows:<\/p>\n<\/p>\n

FIRST. The name of the corporation is Altera Corporation.<\/p>\n<\/p>\n

SECOND. The address of the corporation’s registered office in the State of
\nDelaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County
\nof New Castle, 19808. The name of its registered agent at such address is
\nCorporation Service Company.<\/p>\n<\/p>\n

THIRD. The purpose of the corporation is to engage in any lawful act or
\nactivity for which corporations may be organized under the General Corporation
\nLaw of the State of Delaware.<\/p>\n<\/p>\n

FOURTH. The total number of shares of stock which the corporation shall have
\nauthority to issue is one billion (1,000,000,000). All such shares are to be
\nCommon Stock, par value of $0.001 per share, and are to be of one class.<\/p>\n<\/p>\n

FIFTH. Unless and except to the extent that the by-laws of the corporation
\nshall so require, the election of directors of the corporation need not be by
\nwritten ballot.<\/p>\n<\/p>\n

SIXTH. In furtherance and not in limitation of the powers conferred by the
\nlaws of the State of Delaware, the Board of Directors of the corporation is
\nexpressly authorized to adopt, alter, amend and repeal the by-laws of the
\ncorporation, subject to the power of the stockholders of the corporation to
\nalter or repeal any by-law whether adopted by them or otherwise.<\/p>\n<\/p>\n

SEVENTH. A director of the corporation shall not be liable to the corporation
\nor its stockholders for monetary damages for breach of fiduciary duty as a
\ndirector, except to the extent such exemption from liability or limitation
\nthereof is not permitted under the General Corporation Law of the State of
\nDelaware as the same exists or may hereafter be amended. Any amendment,
\nmodification or repeal of the foregoing sentence shall not adversely affect any
\nright or protection of a director of the corporation hereunder in respect of any
\nact or omission occurring prior to the time of such amendment, modification or
\nrepeal.<\/p>\n<\/p>\n

EIGHTH. No action that is required or permitted to be taken by the
\nstockholders of the Corporation at any annual or special meeting of stockholders
\nmay be effected by written consent of stockholders in lieu of a meeting of
\nstockholders.<\/p>\n<\/p>\n

NINTH. Unless the Corporation consents in writing to the selection of an
\nalternative forum, the Court of Chancery of the State of Delaware shall be the
\nsole and exclusive forum for (i) any derivative action or proceeding brought on
\nbehalf of the Corporation, (ii) any action asserting a claim of breach of a
\nfiduciary duty owed by, or other wrongdoing by, any director, officer or other
\nemployee of the Corporation to the Corporation or the Corporation’s
\nstockholders, (iii) any action asserting a claim against the Corporation arising
\npursuant to any provision of the General Corporation Law of the State of
\nDelaware, this Amended and Restated Certificate of Incorporation or the
\nCorporation’s By-laws, (iv) any action to interpret, apply, enforce, or
\ndetermine the validity of this Amended and Restated Certificate of Incorporation
\nor the Corporation’s By-laws, or (v) any action asserting a claim against the
\nCorporation governed by the internal affairs doctrine. Any person or entity
\npurchasing or otherwise acquiring any interest in shares of stock of the
\nCorporation shall be deemed to have notice of and consented to the provisions of
\nthis Article Ninth.<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

TENTH. The corporation reserves the right at any time, and from time to time,
\nto amend, alter, change or repeal any provision contained in this Amended and
\nRestated Certificate of Incorporation, and other provisions authorized by the
\nlaws of the State of Delaware at the time in force may be added or inserted, in
\nthe manner now or hereafter prescribed by law; and all rights, preferences and
\nprivileges or whatsoever nature conferred upon stockholders, directors or any
\nother persons whomsoever by and pursuant to this Amended and Restated
\nCertificate of Incorporation in its present form or as hereafter amended are
\ngranted subject to the rights reserved in this article.<\/p>\n<\/p>\n

* * *<\/p>\n

\n

Altera Corporation, a Delaware corporation, hereby certifies that the
\nforegoing Amended and Restated Certificate of Incorporation, which restates,
\nintegrates and further amends the provisions of the Certificate of Incorporation
\nof this Corporation as heretofore amended or supplemented, has been duly adopted
\nby the Corporation’s Board of Directors and stockholders in accordance with
\nSections 242 and 245 of the Delaware General Corporation Law, with the approval
\nof the Corporation’s stockholders having been given at the annual meeting of
\nstockholders.<\/p>\n<\/p>\n

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
\nCertificate of Incorporation to be signed by its duly authorized officer on this
\n13th day of May, 2011 and the foregoing facts stated herein are true and
\ncorrect.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ALTERA CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

\/s\/ Katherine E. Schuelke<\/p>\n<\/td>\n<\/tr>\n

\n

Katherine E. Schuelke<\/p>\n<\/td>\n<\/tr>\n

\n

Secretary<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6643],"corporate_contracts_industries":[9512],"corporate_contracts_types":[9573,9575],"class_list":["post-41586","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-altera-corp","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41586","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41586"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41586"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41586"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41586"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}