{"id":41607,"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-intel-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-intel-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-intel-corp.html","title":{"rendered":"Certificate of Incorporation &#8211; Intel Corp."},"content":{"rendered":"<pre>\n                     RESTATED CERTIFICATE OF INCORPORATION\n                                        OF\n                                INTEL CORPORATION\n\n     INTEL CORPORATION, a corporation organized and existing under the laws\nof the State of Delaware, hereby certifies as follows:\n\n     FIRST:  The name of this corporation is Intel Corporation.\n\n     SECOND:  The original Certificate of Incorporation of the corporation\nwas filed with the Secretary of State of Delaware on May 1, 1989, and the\noriginal name of the corporation was Intel Delaware Corporation.\n\n     THIRD:  Pursuant to Section 245 of the General Corporation Law of the\nState of Delaware, the provisions of the Certificate of Incorporation as\nheretofore amended and supplemented are hereby restated and integrated into\nthe single instrument which is hereinafter set forth, and which is entitled\n'Restated Certificate of Incorporation of Intel Corporation,' without further\namendment and without any discrepancy between the provisions of the\nCertificate of Incorporation as heretofore amended and supplemented and the\nprovisions of such single instrument as hereinafter set forth.\n\n     FOURTH:  The Board of Directors of the corporation has duly adopted\nthis Restated Certificate of Incorporation pursuant to the provisions of\nSection 245 of the General Corporation Law of the State of Delaware in the\nform set forth as follows:\n\n\n                       RESTATED CERTIFICATE OF INCORPORATION\n\n                                         OF\n\n                                 INTEL CORPORATION\n\n1.    The name of the Corporation is Intel Corporation.\n\n2.    The address of its registered office in the State of Delaware is 1209\n      Orange Street, in the City of Wilmington, 19801, County of New Castle.\n      The name of its registered agent at such address is The Corporation\n      Trust Company.\n\n3.    The nature of the business of the Corporation and the objects or purposes\n      to be transacted, promoted or carried on by it are as follows:  To engage\n      in any lawful act or activity for which corporations may be organized\n      under the General Corporation Law of the State of Delaware.\n\n4.    The total number of shares of all classes of stock that the Corporation\n      is authorized to issue is one billion four hundred fifty million\n      (1,450,000,000) shares, consisting of one billion four hundred million\n      (1,400,000,000) shares of Common Stock with a par value of one-tenth of\n      one cent ($.001) per share and fifty million (50,000,000) shares of\n      Preferred Stock with a par value of one-tenth of one cent ($.001) per\n      share.  The Preferred Stock may be issued in one or more series, and the\n      Board of Directors of the Corporation is expressly authorized (i) to fix\n      the descriptions, powers, preferences, rights, qualifications, \n      limitations, and restrictions with respect to any series of Preferred \n      Stock and (ii) to specify the number of shares of any series of \n      Preferred Stock.\n\n5.    The Board of Directors is expressly authorized to make, alter, or repeal\n      the bylaws of the Corporation.\n\n6.    Elections of directors need not be by written ballot unless the bylaws\n      of the Corporation shall so provide.\n\n7.    Whenever a compromise or arrangement is proposed between this Corporation\n      and its creditors or any class of them and\/or between this Corporation\n      and its stockholders or any class of them, any court of equitable\n      jurisdiction within the State of Delaware may, on the application in a\n      summary way of this Corporation or of any creditor or stockholder\n      thereof, or on the application of any receiver or receivers appointed for\n      this Corporation under the provisions of Section 291 of Title 8 of the\n      Delaware Code or on the application of trustees in dissolution or of\n      any receiver or receivers appointed for this Corporation under the\n      provisions of Section 279 of Title 8 of the Delaware Code order a meeting\n      of the creditors or class of creditors, and\/or of the stockholders or \n      class of stockholders of this Corporation, as the case may be, to be \n      summoned in such manner as the said court directs.  If a majority in \n      number representing three-fourths in value of the creditors or class of \n      creditors,\n\n\n      and\/or of the stockholders or class of stockholders of this Corporation,\n      as the case may be, agree to any compromise or arrangement and to any\n      reorganization of this Corporation as a  consequence of such compromise\n      or arrangement, the said compromise or arrangement and the said\n      reorganization shall, if sanctioned by the court to which the said\n      application has been made, be binding on all the creditors or class of\n      creditors, and\/or on all the stockholders or class of stockholders, of\n      this Corporation, as the case may be, and also on this Corporation.\n\n8.    The Corporation reserves the right to amend, alter, change or repeal any\n      provision contained in this Restated Certificate of Incorporation, in\n      the manner now or hereafter prescribed by statute, and all rights\n      conferred upon stockholders herein are granted subject to this \n      reservation.\n\n9.    To the fullest extent permitted by Delaware statutory or decisional\n      law, as amended or interpreted, no director of this Corporation shall be\n      personally liable to the Corporation or its stockholders for monetary\n      damages for breach of fiduciary duty as a director.  This Article 9 does\n      not affect the availability of equitable remedies for breach of fiduciary\n      duties.  Any repeal or modification of the provisions of this Article 9 by\n      the stockholders of the Corporation shall not adversely affect any right\n      or protection of any director existing at the time of such repeal or\n      modification.\n\n10.   The vote of the stockholders of the Corporation which shall be required\n      to approve any Business Combination (as hereinafter defined) shall be as\n      set forth in this Article 10.\n\n      (1)  In addition to any affirmative vote required by law, any other\n           provision of this Certificate of Incorporation or otherwise, and \n           except as otherwise expressly provided in paragraph (2) or (6) of \n           this Article 10, none of the following transactions shall be \n           consummated unless and until such transaction shall have been \n           approved by the affirmative vote of the holders of at least 66 2\/3 \n           percent of the combined voting power of the outstanding shares of \n           stock of all classes and series of the Corporation entitled to vote \n           generally in the election of directors ('Capital Stock'):\n\n           (A)  any merger or consolidation of the Corporation or any material\n                Subsidiary (as hereinafter defined) with or into (i) any\n                corporation which is an Interested Stockholder (as hereinafter\n                defined) or (ii) any other corporation which is or after\n                such merger or consolidation would be an Interested Stockholder;\n                or\n\n           (B)  any sale, License (as hereinafter defined), lease, exchange,\n                mortgage, pledge, transfer or other disposition (whether in one\n                transaction or a series of transactions) to or with any\n                Interested Stockholder of any material asset or assets of the\n                Corporation; or\n\n\n            (C) the issuance or transfer by the Corporation or any Subsidiary\n                (whether in one transaction or a series of transactions) to an\n                Interested Stockholder of any securities of the Corporation or\n                any Subsidiary in exchange for cash, securities, or other \n                property (or a combination thereof) having an aggregate Fair \n                Market Value (as hereinafter defined) of $20 million or more; or\n\n            (D) the adoption of any plan or proposal for the liquidation or\n                dissolution of the Corporation or any material Subsidiary; or\n\n            (E) any reclassification of any securities of the Corporation\n                (including any reverse stock split), any recapitalization of the\n                Corporation, any merger or consolidation of the Corporation with\n                or into any of its Subsidiaries, or any other transaction \n                (whether or not with or involving any Interested Stockholder), \n                which has the effect, directly or indirectly, of increasing the \n                proportionate share of the outstanding shares of any class of \n                stock or series thereof of the Corporation or of any Subsidiary \n                directly orindirectly Beneficially Owned (as hereinafter \n                defined) by any Interested Stockholder or as a result of \n                which the stockholders of the Corporation would cease to be \n                stockholders of a corporation having, as part of its articles\n                or certificate of incorporation, provisions to the same effect \n                as this Article 10 and the provisions of Article 12 hereof \n                relating to amendments or changes to this Article 10.\n\n                The term 'Business Combination' as used in this Article 10 shall\n                mean any transaction or proposed transaction which is referred \n                to in any one or more of the subparagraphs (A) through (E) of \n                this paragraph (1) of this Article 10.\n  \n       (2)  The provisions of paragraph (1) of this Article 10 shall not be\n            applicable to any particular Business Combination, and such Business\n            Combination shall require only such vote, if any, as is required by\n            law and any other Article hereof or any agreement between the\n            Corporation and any national securities exchange or otherwise, if \n            all of the conditions specified in either of the following \n            paragraphs (A)  or (B) are satisfied:\n\n            (A)  such Business Combination shall have been approved by a \n                 majority of the Disinterested Directors (as hereinafter \n                 defined) or, in the case of a License, approved by a majority \n                 of the Disinterested Directors or a committee of Disinterested \n                 Directors designated by the Board of Directors; or\n\n            (B)  if all the conditions specified in each of the following\n                 subparagraphs (i), (ii), (iii), (iv) and (v) are satisfied:\n\n\n                 (i)  the aggregate amount of the cash and the Fair Market \n                      Value as of the date of the consummation of the Business \n                      Combination of any consideration other than cash to be \n                      received per share by holders of Capital Stock in such \n                      Business Combination, shall be at least equal to the \n                      higher of the following:\n\n                      (a)  if applicable, the highest per share price \n                           (including any brokerage commissions, transfer \n                           taxes, soliciting dealers' fees and other expenses) \n                           paid by the Interested Stockholder involved in \n                           such Business Combination for any shares of\n                           Capital Stock acquired by it during the five-year \n                           period immediately prior to the consummation date \n                           of such Business Combination; and\n\n                      (b)  the Fair Market Value per share of Capital Stock \n                           on the Determination Date (as hereinafter defined) \n                           in respect of such Interested Stockholder, the \n                           Announcement Date (as hereinafter defined) or the \n                           consummation date of such Business Combination, \n                           whichever is highest; provided, however, that the \n                           prices referred to in the foregoing clauses (a) \n                           and (b) of this subparagraph (i) shall be adjusted \n                           to reflect fairly any stock dividend, stock\n                           split, reverse stock split, combination of shares,\n                           recapitalization, reorganization or similar event\n                           affecting the number of shares of Capital Stock \n                           outstanding and the market price per share of \n                           outstanding shares of Capital Stock which has \n                           occurred after the date as of which such price is \n                           determined; and\n\n                      (ii) unless otherwise specifically required by law, the \n                           holders of shares of Capital Stock shall have the \n                           right, at their option, to receive payment in cash\n                           as the consideration for their shares in the \n                           Business Combination, if cash was previously paid by\n                           the Interested Stockholder involved in such Business \n                           Combination in order to acquire any shares of \n                           Capital Stock or any interest in shares of Capital\n                           Stock within the two-year period immediately\n                           prior to the Announcement Date; and\n\n                 (iii)     after the Determination Date in respect of the \n                           Interested Stockholder involved in such Business \n                           Combination and prior to the consummation of such \n                           Business Combination:\n\n                           (a)  if regular dividends have been paid by the \n                                Corporation, except as approved by a majority \n                                of the Disinterested\n\n\n                                Directors, there shall have been no failure to \n                                declare and pay at the regular date thereof \n                                any dividend (whether or not cumulative);\n\n                           (b)  there shall have been no reduction in the \n                                annual rate of dividends, if any, paid on the \n                                Capital Stock (except as necessary to reflect \n                                any subdivision of the Capital\n                                Stock), except as approved by a majority of the\n                                Disinterested Directors;\n\n                           (c)  there shall have been an increase in such \n                                annual rate of dividends as necessary to \n                                reflect any reclassification (including any \n                                reverse stock split or combination of\n                                shares), recapitalization, reorganization or \n                                any similar transaction which has the effect \n                                of reducing the number of outstanding shares\n                                of the Capital Stock, unless the\n                                failure to increase such annual rate is \n                                approved by a majority of the Disinterested \n                                Directors; and\n\n                           (d)  such Interested Stockholder shall not have \n                                become the beneficial owner of any additional\n                                shares of the Capital Stock except as part of\n                                the transaction which results in such \n                                Interested Stockholder becoming an Interested\n                                Stockholder; and\n\n                 (iv)   after the Determination Date in respect of the \n                        Interested Stockholder  involved in such Business \n                        Combination, such Interested Stockholder shall not \n                        have received the benefit, directly or indirectly \n                        (except as a shareholder of the Corporation, in \n                        proportion to its shareholding), of any\n                        loans, advances, guarantees, pledges or other financial\n                        assistance or any tax credits or other tax advantages\n                        provided by the Corporation, whether in anticipation \n                        of or in connection with such Business Combination or \n                        otherwise; and\n\n                   (v)  a proxy or information statement describing the \n                        proposed Business Combination and complying with the \n                        requirements of the Securities Exchange Act of 1934 \n                        and the rules and regulations\n                        thereunder (or any subsequent provisions replacing \n                        or revising such Act, rules or regulations) shall, at \n                        the Corporation's expense, be mailed to stockholders \n                        of the Corporation at least 30 days prior to the \n                        consummation of such Business Combination\n                        (whether or not such proxy or information statement \n                        is required to be mailed pursuant to such Act, rules \n                        or regulations or subsequent provisions), and the \n                        Disinterested Directors, if\n\n\n                       there are any at the time, shall have been provided a\n                       reasonable opportunity to state their views therein with\n                       respect to such proposed Business Combination and to \n                       include therewith an opinion of an independent \n                       investment banking or appraisal firm selected by the \n                       Disinterested Directors with respect to such Business \n                       Combination.\n\n                  (3)  For purposes of this Article 10;\n\n                       (A)  An 'Affiliate' of a person shall mean any person \n                            who, directly or indirectly, controls, is controlled\n                            by or is under common control with such person.\n\n                      (B)  'Announcement Date' with respect to any Business \n                            Combination means the date on which the proposal of\n                            such Business Combination is publicly announced.\n\n                      (C)  An 'Associate' shall mean\n\n                           (i)  with respect to a corporation or association, \n                                any officer or director thereof or of a \n                                subsidiary thereof,\n\n                          (ii)  with respect to a partnership, any general \n                                partner thereof or any limited partner thereof \n                                having a ten percent ownership interest in such\n                                partnership,\n\n                         (iii)  with respect to any other trust or an estate, \n                                any officer or trustee thereof or of any \n                                subsidiary thereof,\n\n                          (iv)  with respect to any other trust or an estate, \n                                any trustee, executor or similar fiduciary \n                                and any person who has a substantial interest \n                                as a beneficiary of such trust or\n                                estate,\n\n                           (v)  with respect to a natural person, the spouses \n                                and children thereof and any other relative \n                                thereof or of the spouse\n                                thereof who has the same home, and\n\n                          (vi)  any Affiliate of any such person.\n\n                     (D)  A person shall be a 'Beneficial Owner' of, or have\n                          'Beneficial Ownership' of or 'Beneficially Own,' \n                          any Capital Stock over\n                          which such person or any of its Affiliates or \n                          Associates, directly or indirectly, through any \n                          contract, arrangement, understanding or relationship, \n                          has or shares or, upon the exercise\n                          of any conversion right, exchange right, warrant, \n                          option or similar interest (whether or not then \n                          exercisable), would have or share either (i) voting \n                          power (including the power to vote or\n\n\n                          to direct the voting) of such security or (ii) \n                          investment power (including the power to dispose or \n                          direct the disposition) of\n                          such security.  For the purposes of determining \n                          whether a person is an Interested Stockholder, the \n                          number of shares of Capital\n                          Stock deemed to be outstanding shall include any \n                          shares Beneficially Owned by such Person even \n                          though not actually outstanding, but shall not \n                          include any other shares of Capital\n                          Stock which are not outstanding but which may be \n                          issuable to other persons pursuant to any agreement, \n                          arrangement or understanding, or upon exercise of \n                          any conversion right, exchange\n                          right, warrant, option or similar interest.\n\n     (E)  'Consolidated Transaction Reporting System' shall mean the system\n           of reporting securities information operated under the authority\n           of Rule 11Aa3-1 under the Securities Exchange Act of 1934, as such\n           rule may from time to time be amended, and any successor rule or\n           rules.\n\n     (F)  'Determination Date' in respect of an Interested Stockholder shall\n           mean the date on which such Interested Stockholder first became\n           an Interested Stockholder.\n\n     (G)  'Disinterested Director' shall mean any member of the Board of\n           Directors of the Corporation who is not an Affiliate or Associate\n           of, and was not directly or indirectly a nominee of, any\n           Interested Stockholder involved in such Business Combination or\n           any Affiliate or Associate of such Interested Stockholder and who\n           (i)  was a member of the Board of Directors of Intel Corporation,\n           a California corporation, on April 16, 1986; (ii) was a member of\n           the Board of Directors of the Corporation prior to the time that\n           such Interested Stockholder became an Interested Stockholder or\n           (iii) is a successor of a Disinterested Director and was nominated\n           to succeed a Disinterested Director by a majority of the\n           Disinterested Directors on the Board of Directors at the time of\n           his nomination.  Any reference to 'Disinterested Directors' shall\n           refer to a single Disinterested Director if there be but one.  Any\n           reference to an approval, designation or determination by a majority\n           of the Disinterested Directors shall mean such approval, designation\n           or determination by a committee of the Board of Directors comprised\n           of all Disinterested Directors and exercising its authority as a\n           committee of the Board to the extent permissible by law.\n\n     (H)  'Fair Market Value' as of any particular date shall mean (i) in the\n           case of stock, the average of the closing sale price during the 90\n           trading days immediately preceding the date in question of a share\n           of such stock on the principal United States securities exchange\n           registered under the Securities Exchange Act of 1934 on which such\n           stock is listed, or, if such stock is not listed on any such\n           exchange, the average of the last sale prices at 4:00 p.m. New\n\n           York time during the 90 trading days immediately preceding the\n           date in question reported in the Consolidated Transaction\n           Reporting System (as heretofore defined) or, if such stock is\n           not so reported, the average of the highest reported bid and\n           the lowest reported asked quotations for a share of such stock\n           furnished by the National Association of Securities Dealers\n           Automated Quotation System or any successor quotation reporting\n           system or, if quotations are not available in such system, as\n           furnished by the National Quotation Bureau Incorporated or, if\n           quotations are not available in such system, any similar\n           organization furnishing quotations and, if no such quotations are\n           available, the fair market value on the date in question of a share\n           of such stock as determined by a majority of the Disinterested\n           Directors in good faith and (ii) in the case of property other\n           than cash or stock, the fair market value of such stock or property,\n           as the case may be, on the date in question as determined by a\n           reputable investment banking or appraisal firm in good faith (such\n           firm to be engaged solely on behalf of the stockholders other than\n           the Interested Stockholder, to be paid a reasonable fee for their\n           services by the Corporation upon receipt of such opinion and which\n           fee shall not be contingent on the consummation of the action or\n           transaction, to be a firm which has not previously been associated\n           with or rendered substantial services to or acted as manager of an\n           underwriting or as agent for the Interested Stockholder or any other\n           person whose stock in the Corporation or any Subsidiary the\n           Interested Stockholder beneficially owns or controls, and to be\n           selected by a majority of the Disinterested Directors) and which\n           value has been approved by a majority of the Disinterested Directors\n           in good faith.\n\n     (I)  'Interested Stockholder' shall mean any person, other than the\n           Corporation, any Subsidiary or any employee benefit plan of the\n           Corporation or any Subsidiary, who or which (i) is the Beneficial\n           Owner, directly or indirectly, of shares of Capital Stock which are\n           entitled to cast five percent or more of the total votes which all\n           of the then outstanding shares of Capital Stock are entitled to cast\n           in the election of directors or is an Affiliate or Associate of any\n           such person or (ii) acts with any other person as a partnership,\n           limited partnership, syndicate, or other group for the purpose of\n           acquiring, holding or disposing of securities of the Corporation,\n           and such group is the Beneficial Owner, directly or indirectly, of\n           shares of Capital Stock which are entitled to cast five percent or\n           more of the total votes which all of the then outstanding shares of\n           Capital Stock are entitled to cast in the election of directors, and\n           any reference to a particular Interested Stockholder involved in a\n           Business Combination shall also refer to any Affiliate or Associate\n           thereof, any predecessor thereto and any other person acting as a\n           member of a partnership, limited partnership, syndicate or group\n\n           with such particular Interested Stockholder within the meaning of\n           the foregoing clause (ii) of this subparagraph (I).\n\n     (J)  'License' shall mean a material license which is not granted in\n           standard commercial transactions and is not generally available\n           to commercial customers of the Corporation.\n\n     (K)  A 'person' shall mean any individual, firm, corporation (which\n           shall include a business trust), partnership, joint venture,\n           trust or estate, association or other entity.\n\n     (L)  'Subsidiary' shall mean any corporation or partnership of which\n           a majority of any class of its equity securities is owned, directly\n           or indirectly, by the Corporation.\n\n  (4)  A majority of the Disinterested Directors shall have the power and duty\n       to determine, on the basis of information known to them after\n       reasonable inquiry, all facts necessary to determine compliance with\n       this Article 10, including, without limitation (i) whether a person is\n       an Interested Stockholder, (ii) the number of shares of Capital Stock\n       Beneficially Owned by any person, (iii) whether a person is an Affiliate\n       or Associate of another person, (iv) whether the requirements of\n       paragraph (2) of this Article 10 have been met with respect to any\n       Business Combination, and (v) whether two or more transactions\n       constitute a 'series of transactions' for purposes of paragraph (1) of\n       this Article 10.  The good faith determination of a majority of the\n       Disinterested Directors on such matters shall be conclusive and binding\n       for all purposes of this Article 10.\n\n  (5)  Nothing contained in this Article 10 shall be construed to relieve any\n       Interested Stockholder from any fiduciary obligation imposed by law.\n\n  (6)  The provisions of paragraph (1) of this Article 10 shall not be\n       applicable to any particular Business Combination, and such Business\n       Combination shall require only such vote of stockholders, if any, as is\n       required by law and any other Article hereof or any agreement between\n       the Corporation and any national securities exchange or otherwise, if\n       on the date of determining the stockholders entitled to vote on such\n       Business Combination, the laws of the State of Delaware do not permit\n       the corporation to require the affirmative vote of the holders of at\n       least 66 2\/3 percent of the combined voting power of the outstanding\n       shares of Capital Stock to approve such Business Combination.\n\n11.  Any action required or permitted to be taken by the stockholders of the\n     Corporation must be effected at a duly called annual or special meeting\n     of stockholders of the Corporation and may not be effected by any consent\n     in writing by the stockholders.\n\n\n12. In addition to any requirements of law and any other provisions hereof\n    (and notwithstanding the fact that approval by a lesser vote may be\n    permitted by law or any other provision hereof), the affirmative vote\n    of the holders of at least 66_ percent of the voting power of the then\n    outstanding shares of stock of all classes and all series of the\n    Corporation entitled to vote generally in the election of directors,\n    voting together as a single class, shall be required to amend, alter,\n    repeal, or adopt any provision inconsistent with, this Article 12 or\n    Articles 10 or 11 hereof.\n\n\nIN WITNESS WHEREOF, Intel Corporation has caused this certificate to\nbe signed by its Vice President, General Counsel and Secretary and attested\nby its Assistant Secretary this 7th day of May, 1993.\n                                     \n                                     \n                                By:  \/s\/F. Thomas Dunlap, Jr.\n                                     ------------------------\n                                     Vice President, General\n                                     Counsel and Secretary\n                                     \nAttest: \/s\/Theodore W. Vian          \n        ----------------------\n        Assistant Secretary          \n        \n\n\n                            CERTIFICATE OF AMENDMENT\n\n                   TO THE RESTATED CERTIFICATE OF INCORPORATION\n\n                                        OF\n\n                                INTEL CORPORATION\n\n     Intel Corporation, a corporation organized and existing under and by\nvirtue of the General Corporation Law of the State of Delaware (the\n'Corporation'),\n\nDOES HEREBY CERTIFY:\n\n     FIRST:  That the Board of Directors of the Corporation, at a meeting\nduly held in January, 1997, adopted a resolution proposing and declaring\nadvisable the amendment to the Restated Certificate of Incorporation of\nthe Corporation and directed that said amendment be submitted for the\nconsideration of the Corporation's stockholders at the next annual meeting\nthereof.  The proposed amendment is as follows:\n\n       The first sentence of paragraph 4 of the Restated Certificate\n     of Incorporation of the Company is hereby deleted and the\n     following is substituted in lieu thereof:\n          \n     The total number of shares of all classes of stock that the\n     Corporation is authorized to issue is four billion five hundred fifty\n     million (4,550,000,000), consisting of four billion five hundred\n     million (4,500,000,000) shares of Common Stock with a par value of\n     one tenth of one cent ($.001) per share and fifty million (50,000,000)\n     shares of Preferred Stock with a par value of one tenth of one cent\n     ($.001) per share.\n     \nAccordingly, the first sentence of paragraph 4 of the Restated Certificate\nof Incorporation of the Company shall read in its entirety as follows:\n\n     4.   The total number of shares of all classes of stock that the\n         Corporation is authorized to issue is four billion five hundred\n         fifty million (4,550,000,000), consisting of four billion five\n         hundred million (4,500,000,000) shares of Common Stock with a par\n         value of one tenth of one cent ($.001) per share and fifty million\n         (50,000,000) shares of Preferred Stock with a par value of one tenth\n         of one cent ($.001) per share.  The Preferred Stock may be issued in\n         one or more series, and the Board of Directors of the Corporation is\n         expressly authorized (i) to fix the descriptions, powers, preferences,\n         rights, qualifications, limitations, and restrictions with respect to\n         any series of Preferred Stock and (ii) to specify the number of shares\n         of any series of Preferred Stock.\n\n     SECOND: That thereafter, at the annual meeting of stockholders of the\nCorporation duly held on May 21, 1997, upon notice and in accordance with\n\nSection 222 of the General Corporation Law of the State of Delaware, the\nnecessary number of shares as required were voted in favor of the amendment.\n\n     THIRD: That the aforesaid amendment was duly adopted in accordance\nwith the applicable provisions of Section 242 of the General Corporation\nLaw of the State of Delaware.\n\n     FOURTH:  That this Certificate of Amendment of the Certificate of\nIncorporation shall be effective on the date of filing with the Secretary of\nthe State of Delaware.\n\n     IN WITNESS WHEREOF, said Intel Corporation has caused this Certificate\nto be signed by F. Thomas Dunlap, Jr., its Vice President , General Counsel\nand Secretary, and attested by Cary I. Klafter, the Assistant Secretary, this\n30th day of May, 1997.\n\n                                        INTEL CORPORATION\n                                        \n                                    By: \/s\/F. Thomas Dunlap, Jr.\n                                        ------------------------\n                                        F. Thomas Dunlap, Jr.\n                                        Vice President, General\n                                        Counsel and Secretary\n                                        \nAttest: \/s\/Cary I. Klafter               \n        -------------------\n        Cary I. Klafter                  \n       \n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7875],"corporate_contracts_industries":[9512],"corporate_contracts_types":[9573,9575],"class_list":["post-41607","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-intel-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\/41607","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=41607"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41607"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41607"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41607"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}