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EXHIBIT 3.2
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
TESSERA, INC.
A DELAWARE CORPORATION
Steve G. Vogel hereby certifies that:
1. He is the Secretary of Tessera, Inc., a Delaware Corporation (the
"Corporation").
2. The Certificate of Incorporation of the Corporation, filed with the
Secretary of State of the State of Delaware on _______________, is hereby
amended and restated in its entirety to read as follows:
"FIRST: The name of the corporation is Tessera, Inc. (the
"Corporation").
SECOND: The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, Delaware, 19801. The name of its registered
agent at such address is The Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The Corporation is authorized to issue two classes of shares
designated, respectively, Common Stock, par value $0.01 per share (the "Common
Stock"), and Preferred Stock, par value $0.01 per share(the "Preferred Stock").
The Corporation is authorized to issue 120,000,000 shares of Common Stock and
10,000,000 shares of Preferred Stock.
The shares of Preferred Stock may be issued from time to time in one or
more series pursuant to a resolution or resolutions providing for such issue
duly adopted by the Board of Directors. The Board of Directors of the
Corporation is expressly authorized, by filing a certificate pursuant to the
applicable law of the State of Delaware, to: (i) establish from time to time the
number of shares to be included in each such series; (ii) fix the rights,
preferences, restrictions and designations of the shares of each such series,
including but not limited to the fixing or alteration of the dividend rights,
dividend rate, conversion rights, conversion rate, voting rights, rights and
terms of redemption (including sinking fund provisions), redemption price or
prices, voting rights and liquidation preferences of any series of Preferred
Stock for which no shares have been issued and are outstanding; (iii) increase
number of shares of any series at any time; and (iv) decrease the number of
shares of any series prior or subsequent to the issue of shares of that series,
but not below the number of shares of such series then outstanding. In case the
number of shares of any series shall be
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so decreased, the shares constituting such decrease shall resume the status
which they had prior to the adoption of the resolution originally fixing the
number of shares of such series.
FIFTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend,
or repeal the Bylaws of the Corporation.
SIXTH. Advance notice of new business and stockholder nominations for
the election of directors shall be given in the manner and to the extent
provided in the Bylaws of the Corporation. Election of directors need not be by
written ballot unless the Bylaws of the Corporation shall so provide.
SEVENTH: Meetings of stockholders may be held within or without the
State of Delaware, as the Bylaws may provide. No action that is required or
permitted to be taken by the stockholders of the Corporation at any annual or
special meeting of stockholders may be effected by written consent of
stockholders in lieu of a meeting of stockholders. The books of the Corporation
may be kept (subject to any provision contained in the statutes) outside of 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 of the Corporation. The directors of
the Corporation need not be elected by written ballot unless a stockholder
demands election by written ballot at the meeting and before voting begins, or
unless the Bylaws so provide.
EIGHTH: At all elections of directors of the Corporation, each holder of
stock of any class or series of stock shall be entitled to as many votes as
shall equal the number of votes which such stockholder would be entitled to cast
for the election of directors with respect to his or her shares of stock
multiplied by the number of directors to be elected, and may cast all of such
votes for, or for any two or more of them as such stockholder may see fit.
NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon the
stockholders herein are granted subject to this right.
TENTH: Subject to the provisions of the General Corporation Law of the
State of Delaware, the number of Directors of the Corporation shall be
determined as provided by the Bylaws.
ELEVENTH: The Board of Directors shall be divided into three classes
consisting of as nearly equal numbers of directors as possible, and designated
Class I, Class II, and Class III. The term of office of Class I shall expire at
the first annual meeting of stockholders following the effectiveness of this
Article, and each third annual meeting of stockholders thereafter; the term of
office of Class II shall expire at the second annual meeting of stockholders
following the effectiveness of this Article, and each third annual meeting of
stockholders thereafter; and the term of office of Class III shall expire at the
third annual meeting of stockholders following the effectiveness of this
Article, and each third annual meeting of stockholders thereafter. Directors
added to the board of directors between annual meetings of stockholders by
reason of an increase in the authorized number of directors shall belong to the
class designated by the Board of Directors; provided however that the number of
board seats designated to belong to Class I, Class II and Class III must be as
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nearly equal in number as possible. Following the effectiveness of this Article,
stockholders may effect the removal of a director only for cause. This provision
shall supersede any provision to the contrary in the Corporation's Bylaws.
TWELFTH: The Corporation shall indemnify and hold harmless any director,
officer, employee or agent of the Corporation from and against any and all
expenses and liabilities that may be imposed upon or incurred by him in
connection with, or as a result of, any proceeding in which he may become
involved, as a part or otherwise, by reason of the fact that he is or was such a
director, officer, employee or agent of the Corporation, whether or not he
continues to be such at the time such expenses and liabilities shall have been
imposed or incurred, to the extent permitted by the laws of the State of
Delaware, as they may be amended from time to time.
THIRTEENTH: The liability of the directors of the Corporation for
monetary damages shall be eliminated to the fullest extent permissible under
Delaware law.
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this Article to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of this Thirteenth Article shall be
prospective and shall not affect the rights under this Thirteenth Article in
effect at the time of the alleged occurrence of any act or omission to act
giving rise to liability or indemnification.
FOURTEENTH: The name and mailing address of the incorporator are:
3. The foregoing Restated Certificate of Incorporation has been duly
approved by the board of directors of the Corporation in accordance with the
provisions of Sections 242 and 245 of the Delaware General Corporation Law.
4. The foregoing Restated Certificate of Incorporation has been duly
approved by the required vote of the stockholders in accordance with the
Certificate of Incorporation and the provisions of Sections 242 and 245 of the
Delaware General Corporation Law.
The undersigned hereby acknowledges that the foregoing Restated
Certificate of Incorporation is his act and deed and that the facts stated
herein are true.
Executed at San Jose, California, this _____ day of ___________ , 2000.
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