Sample Business Contracts
Certificate of Incorporation - NVIDIA Corp.
OF
AMENDED AND RESTATED
Certificate of Incorporation - NVIDIA Corp.
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NVIDIA CORPORATION
(a Delaware corporation)
NVIDIA CORPORATION, a Delaware corporation (the Corporation), does hereby certify:
First: The original name of the Corporation is NVIDIA CORPORATION.
Second: The date on which the Corporations original Certificate of Incorporation was filed with the Delaware Secretary of State is February 24, 1998 under the name of NVIDIA Delaware Corporation.
Third: The Board of Directors of the Corporation, acting in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, adopted resolutions to amend Paragraph A of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation to read in its entirety as follows:
A. This corporation is authorized to issue two classes of stock to be designated, respectively, Common Stock and Preferred Stock. The total number of shares which the corporation is authorized to issue is One Billion Two Million Shares (1,002,000,000) shares. One Billion (1,000,000,000) shares shall be Common Stock, each having a par value of one-tenth of one cent ($.001). Two Million (2,000,000) shares shall be Preferred Stock, each having a par value of one-tenth of one cent ($.001).
Fourth: Thereafter pursuant to a resolution of the Board of Directors this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
Fifth: All other provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, NVIDIA CORPORATION has caused this Certificate of Amendment to be signed by its President and attested to by its Secretary in Santa Clara, California this 5th day of September, 2002.
NVIDIA CORPORATION | ||
/s/ JEN-HSUN HUANG |
||
Jen-Hsun Huang President and Chief Executive
Officer |
Attest: | ||
/s/ ERIC C. JENSEN | ||
Eric C. Jensen Secretary |