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Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
VIRATA CORPORATION
Virata Corporation, a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify:
FIRST: The Corporation has received payment for its stock.
SECOND: The Board of Directors believes that it is in the best interests of
the Corporation to amend Article IV of the Amended and Restated Certificate of
Incorporation.
THIRD: The amendment to the Corporations' Amended and Restated Certificate
of Incorporation set forth below was approved by a majority of the Corporation's
Board of Directors and was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: The amendment to the Corporation's Amended and Restated Certificate
of Incorporation set forth below was approved by a majority of the outstanding
stock entitled to vote thereon.
FIFTH: The first paragraph of Article IV of the Amended and Restated
Certificate of Incorporation of the Corporation is hereby amended and restated
in its entirety as follows:
"The total number of shares of stock which the corporation shall have
authority to issue is Four Hundred Fifty-Five Million (455,000,000), Four
Hundred Fifty Million (450,000,000) of which shall be designated shares of
Common Stock, par value of one-tenth of one cent ($0.001) per share (the
"Common Stock"), and Five Million (5,000,000) of which shall be designated
shares of Preferred Stock, par value of one-tenth of one cent ($0.001) per
share (the "Preferred Stock"). Effective at 4:00 p.m., Eastern Standard
Time, on May 4, 2000, every share of Common Stock then outstanding shall be
deemed to be converted into and reconstituted as two shares of Common
Stock."
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed by its duly authorized officer, as of May 1, 2000.
VIRATA CORPORATION
By: /s/ Andrew M. Vought
-------------------------
Andrew M. Vought
Chief Financial Officer and Secretary
