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EXHIBIT 3.01
CERTIFICATE OF INCORPORATION
OF
TRANSMETA CORPORATION
ARTICLE I
The name of the corporation is Transmeta Corporation.
ARTICLE II
The address of the registered office of the corporation in the State of
Delaware is 15 East North Street, City of Dover, County of Kent. The name of its
registered agent at that address is Incorporating Services, Ltd.
ARTICLE III
The purpose of the corporation 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.
ARTICLE IV
The total number of shares of stock that the corporation has authority
to issue is One Thousand (1,000) shares, all of which shall be Common Stock,
$0.001 par value per share.
ARTICLE V
The Board of Directors of the corporation shall have the power to adopt,
amend or repeal the Bylaws of the corporation.
ARTICLE VI
Election of directors need not be by written ballot unless the Bylaws of
the corporation shall so provide.
ARTICLE VII
To the fullest extent permitted by law, no director of the corporation
shall be personally liable for monetary damages for breach of fiduciary duty as
a director. Without limiting the effect of the preceding sentence, if the
Delaware General Corporation Law is hereafter amended to authorize the further
elimination or limitation of the liability of a director, then the liability of
a director of the corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.
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Neither any amendment nor repeal of this Article VII, nor the adoption
of any provision of this Certificate of Incorporation inconsistent with this
Article VII, shall eliminate, reduce or otherwise adversely affect any
limitation on the personal liability of a director of the corporation existing
at the time of such amendment, repeal or adoption of such an inconsistent
provision.
ARTICLE VIII
The name and mailing address of the incorporator is Loytavian T.
Harrell, c/o Fenwick & West LLP, Two Palo Alto Square, Palo Alto, California
94306.
The undersigned incorporator hereby acknowledges that the foregoing
certificate is her act and deed and that the facts stated herein are true.
Dated: July 11, 2000
/s/ Loytavian T. Harrell
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Loytavian T. Harrell, Incorporator
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