Certificate of Incorporation - Artisan Components Inc.
CERTIFICATE OF INCORPORATION
OF
ARTISAN COMPONENTS, INC.
ARTICLE I.
The name of this corporation is Artisan Components, Inc.
ARTICLE II.
The address of the corporation's registered office in the State of Delaware
is 1209 Orange Street, City of Wilmington, County of Newcastle, Delaware 19801.
The name of its registered agent at such address is The Corporation Trust
Company.
ARTICLE III
The purpose of the corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
Delaware.
ARTICLE IV.
This corporation is authorized to issue two classes of shares to be
designated respectively Common Stock and Preferred Stock. The total number of
shares of Common Stock this corporation shall have authority to issue is
50,000,000, $0.001 par value and the total number of shares of Preferred Stock
this corporation shall have authority to issue is 3,435,736. 2,263,802 shares
of Preferred Stock shall be designated Series A Preferred Stock ("Series A
Preferred") and 1,171,934 shares of Preferred Stock shall be designated Series B
Preferred Stock ("Series B Preferred"; and the Series B Preferred, collectively
with the Series A Preferred, the "Preferred Stock").
ARTICLE V.
The rights, preferences, privileges and restrictions granted to or imposed
upon the Common Stock and Preferred Stock are as follows:
1. Dividends.
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The holders of the Series A Preferred and Series B Preferred shall be
entitled to receive, when and as declared by the Board of Directors, dividends
out of funds legally available therefore, prior and in preference to any
declaration or payment of any dividend (payable other than in Common Stock or
other securities and rights convertible into or entitling the holder thereof to
receive, directly or indirectly, additional shares of Common Stock of this
Corporation) on the Common Stock of this Corporation, at the rate of $1.5461 and
$3.77 per share, per annum, respectively. Such dividends shall not be
cumulative and no right to such dividends shall accrue to holders of Preferred
Stock unless declared by the Board of Directors. No dividends or other
distributions shall be made with respect to the Common Stock, other than
dividends payable solely in Common Stock, unless at the same time an equivalent
dividend with respect to the Preferred Stock has been paid or set apart.
2. Liquidation Preference.
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In the event of any liquidation, dissolution, or winding up of the
Corporation ("Liquidation"), either voluntary or involuntary, distributions to
the shareholders of the Corporation shall be made in the following manner:
(a) In the event of a Liquidation before March 20, 1999, the holders
of the Preferred Stock shall be entitled to receive, prior and in preference to
any distribution of any of the assets or surplus funds of the corporation to the
holders of the Common Stock by reason of their ownership of such Preferred, an
amount equal to the greater of (i) $1.5461 per share of Series A Preferred or
$3.77 per share of Series B Preferred, respectively (as adjusted for stock
dividends, stock splits, stock combinations and the like, their respective
"Original Purchase Price"), plus an amount equal to a 25% rate of return
compounded annually on the Original Purchase Price from the date of issuance of
the first share of Series A Preferred or Series B Preferred, respectively,
issued to the date of Liquidation, plus all declared and unpaid dividends
thereon to the date fixed for distribution of assets, or (ii) the amount of any
such distribution as though the holders of the Series A Preferred or Series B
Preferred, respectively, were the holders of that number of shares of Common
Stock of the corporation into which their shares of Series A Preferred or Series
B Preferred, respectively, are convertible as of the record date fixed for
determination of the holders of Common Stock entitled to receive such
distribution (in the aggregate, the "Liquidation Preference Amount"). If upon a
Liquidation, the assets shall be insufficient to pay the holders of the Series A
Preferred and Series B Preferred the full Liquidation Preference Amount, the
holders of the Series A Preferred or Series B Preferred shall share ratably in
any distribution of assets according to the respective amounts which would be
payable in respect of the shares held by them upon such distribution if all
amounts payable on or with respect to said shares were paid in full.
(b) In the event of a Liquidation occurring on or after March 20,
1999, the holders of the Preferred Stock shall be entitled to receive, prior and
in preference to any distribution of any of the assets or surplus funds of the
corporation to the holders of the Common Stock by reason of their ownership of
such stock, an amount equal to the greater of (i) $1.5461 per share of each
share of Series A Preferred or $3.77 per share of each share of Series B
Preferred, respectively, then held by them (as adjusted for any stock dividends,
stock splits, recapitalizations, combinations, consolidations, or the like, with
respect to shares of the Preferred Stock), plus an amount equal to any declared
but unpaid
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dividends on the Preferred Stock, or (ii) the amount of any such distribution as
though the holders of the Series A Preferred or Series B Preferred were the
holders of that number of shares of Common Stock of the corporation into which
their shares of Series A Preferred and Series B Preferred, respectively, are
convertible as of the record date fixed for determination of the holders of
Common Stock entitled to receive such distribution (the "Preference"). If upon a
Liquidation, the assets shall be insufficient to pay the holders of the Series A
Preferred and Series B Preferred the full Preference, the holders of the Series
A Preferred or Series B Preferred shall share ratably in any distribution of
assets according to the respective amounts which would be payable in respect of
the shares held by them upon such distribution if all amounts payable on or with
respect to said shares were paid in full.
(c) After payment or setting apart of payment of the Liquidation
Preference Amount or the Preference, as the case may be, the holders of Common
Stock shall be entitled to receive the remaining assets of the corporation pro
rata based upon the number of shares held by such holders of Common Stock.
(d) For purposes of this Section 2, a merger or consolidation of the
Corporation with or into any other corporation or corporations, or the merger of
any other corporation or corporations into the Corporation, in which
consolidation or merger the shareholders of the Corporation receive
distributions in cash or securities of another corporation or corporations as a
result of such consolidation or merger, a sale of all or substantially all of
the assets of the Corporation, or the undertaking by the Corporation of a
transaction or series of transactions in which more than 50% of the voting power
of the Corporation is disposed of, shall be treated as a liquidation,
dissolution or winding up of the Corporation.
(e) Any securities to be delivered to the holders of Preferred Stock
pursuant to Section 2(a) or 2(b) above shall be valued as follows:
(i) Securities not subject to investment letter or other
similar restrictions on free marketability:
(1) If traded on a securities exchange, the value shall be
deemed to be the average of the closing prices of the securities on such
exchange over the 30-day period ending three (3) days prior to the closing;
(2) If actively traded over-the-counter, the value shall be
deemed to be the average of the closing bid or sale prices (whichever are
applicable) over the 30-day period ending three (3) days prior to the closing;
and
(3) If there is no active public market, the value shall be
the fair market value thereof, as mutually determined by the Corporation and the
holders of Preferred Stock which would been entitled to receive such securities
or the same type of securities and which Preferred Stock represents at least a
majority of the voting power of all then outstanding shares of such Preferred
Stock.
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(ii) The method of valuation of securities subject to investment
letter or other restrictions on free marketability shall be to make an
appropriate discount from the market value determined as above in subsections
2(e)(i)(1), (2) or (3) to reflect the approximate fair market value thereof, as
mutually determined by the Corporation and the holders of Preferred Stock which
would be entitled to receive such securities or the same type of securities and
which represent at least a majority of the voting power of all then outstanding
shares of such Preferred Stock.
(f) In the event the requirements of Section 2(e) are not complied
with, the Corporation shall forthwith either:
(i) cause such closing to be postponed until such time as the
requirements of this Section 2 have been complied with, or
(ii) cancel such transaction, in which event the rights,
preferences and privileges of the holders of the Preferred Stock shall revert to
and be the same as such rights, preferences and privileges existing immediately
prior to the date of the first notice referred to in Section 4(h) hereof.
(g) As authorized by Section 402.5(c) of the California Corporations
Code, the provisions of Sections 502 and 503 of the California Corporations Code
shall not apply with respect to the repurchase by the corporation of shares of
Common Stock issued to or held by employees or consultants of the Corporation or
its subsidiaries upon termination of their employment or services pursuant to
any agreement providing for the right of said repurchase.
3. Voting Rights.
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Holders of the Preferred Stock shall have full voting rights and
powers equal to the voting rights and powers of the holders of Common Stock, and
shall be entitled to vote, together with the holders of Common Stock, with
respect to any matters upon which holders of Common Stock have the right to
vote. Except as otherwise required by law or by Section 6 hereof, the holder of
each share of Common Stock issued and outstanding shall have one vote and the
holder of each share of Preferred Stock shall be entitled to the number of votes
equal to the number of shares of Common Stock into which such share of Preferred
Stock could be converted at the record date for determination of the
shareholders entitled to vote on such matters, or, if no such record date is
established, at the date such vote is taken or any written consent of
shareholders is solicited, such votes to be counted together with all other
shares of stock of the Corporation having general voting power and not
separately as a class. Fractional votes by the holders of Preferred Stock shall
not, however, be permitted and any fractional voting rights shall (after
aggregating all shares into which shares of Preferred Stock held by each holder
could be converted) be rounded to the nearest whole number. Holders of Common
Stock and Preferred Stock shall be entitled to notice of any shareholders'
meeting in accordance with the Bylaws of the Corporation.
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4. Conversion.
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The holders of Preferred Stock shall have conversion rights as follows
(the "Conversion Rights"):
(a) Right to Convert. Each share of Preferred Stock shall be
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convertible, at the option of the holder thereof, at any time after the date of
issuance of such share at the office of the Corporation or any transfer agent
for the Preferred Stock. Each share of Series A Preferred and Series B
Preferred shall be convertible into such number of fully paid and nonassessable
shares of Common Stock as is determined by dividing the Conversion Price (as
hereinafter defined) per share in effect for the Series A Preferred and Series B
Preferred into the per share Conversion Value (as hereinafter defined) of such
series.
The Conversion Price per share of Series A Preferred shall be $1.5461
and the per share Conversion Value of Series A Preferred shall be $1.5461. The
Conversion Price per share of Series B Preferred shall be $3.77 and the per
share Conversion Value of Series B Preferred shall be $3.77. The Conversion
Price of Series A Preferred and Series B Preferred shall be subject to
adjustment from time to time as provided below. The number of shares of Common
Stock to which a share of Series A Preferred or Series B Preferred is
convertible is hereinafter referred to as the Conversion Rate of such share.
(b) Automatic Conversion. Each share of Preferred Stock shall
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automatically be converted into shares of Common Stock at the then effective
Conversion Rate upon the closing of a firm commitment underwritten public
offering pursuant to an effective registration statement under the Securities
Act of 1933, as amended, covering the offer and sale of Common Stock for the
account of the Corporation with an aggregate offering price to the public of not
less than $10,000,000. In the event of the automatic conversion of the
Preferred Stock upon a public offering as aforesaid, the person(s) entitled to
receive the Common Stock issuable upon such conversion of Preferred Stock shall
not be deemed to have converted such Preferred Stock until immediately prior to
the closing of such sale of securities.
(c) Mechanics of Conversion. No fractional shares of Common Stock
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shall be issued upon conversion of Preferred Stock. In lieu of any fractional
shares to which the holder would otherwise be entitled, the Corporation shall
pay cash equal to such fraction multiplied by the then effective Conversion
Price. Before any holder of Preferred Stock shall be entitled to convert the
same into full shares of Common Stock and to receive certificates therefor, he
shall surrender the certificate or certificates therefor, duly endorsed, at the
office of the Corporation or of any transfer agent for the Preferred Stock, and
shall give written notice to the Corporation at such office that he elects to
convert the same; provided, however, that in the event of an automatic
conversion pursuant to Section 4(b), the outstanding shares of Preferred Stock
shall be converted automatically without any further action by the holders of
such shares and whether or not the certificates representing such shares are
surrendered to the Corporation or its
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transfer agent, and provided further that the Corporation shall not be obligated
to issue certificates evidencing the shares of Common Stock issuable upon such
automatic conversion unless the certificates evidencing such shares of Preferred
Stock are either delivered to the Corporation or its transfer agent as provided
above, or the holder notifies the Corporation or its transfer agent that such
certificates have been lost, stolen or destroyed and executes an agreement
satisfactory to the Corporation to indemnify the Corporation from any loss
incurred by it in connection with such certificates. The Corporation shall, as
soon as practicable after such delivery, or such agreement and indemnification
in the case of a lost certificate, issue and deliver at such office to such
holder of Preferred Stock, a certificate or certificates for the number of
shares of Common Stock to which he shall be entitled as aforesaid and a check
payable to the holder in the amount of any cash amounts payable as the result of
a conversion into fractional shares of Common Stock. Such conversion shall be
deemed to have been made immediately prior to the close of business on the date
of such surrender of the shares of Preferred Stock to be converted, or in the
case of automatic conversion on the date of closing of the offering, and the
person or persons entitled to receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock on such date.
(d) Adjustments for Diluting Issues.
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(i) Special Definitions. For purposes of this Section 4(d),
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the following definitions shall apply:
(1) "Options" shall mean rights, options or warrants to
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subscribe for, purchase or otherwise acquire either Common Stock or Convertible
Securities.
(2) "Original Issue Date" with respect to Series A
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Preferred means the date on which the first shares of such series were first
issued, and with respect to Series B Preferred means the date on which the first
shares of such series were first issued.
(3) "Convertible Securities" shall mean securities (other
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than the Common Stock) convertible into or exchangeable for Common Stock.
(4) "Additional Shares of Common Stock" shall mean all
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shares of Common Stock and Convertible Securities issued by the Corporation
after the Original Issue Date, other than shares of Common Stock and Convertible
Securities issued or issuable at any time:
(A) upon conversion of the shares of Series A Preferred
or Series B Preferred authorized herein or upon conversion of Convertible
Securities, provided that such Convertible Securities shall be deemed to be
Additional Shares of Common Stock;
(B) shares of Common Stock issued to employees,
officers, directors, consultants, contractors or advisors of the Corporation
pursuant to stock purchase or stock option plans or agreements or other
incentive stock arrangements approved by the Board of Directors;
(C) as a dividend or distribution on the Series A
Preferred or Series B Preferred or any event for which adjustment is made
pursuant to subparagraph (d)(iv) and (d)(vi) hereof;
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(D) pursuant to any exercise of the Warrant to purchase
additional shares of Preferred Stock dated December 1996 made by the corporation
in favor of Synopsys, Inc.;
(E) in connection with capital asset leases or
borrowings for the acquisition of capital assets pursuant to approval by a
majority of the Board of Directors; or
(F) by way of a transaction described in Sections
4(d)(iv) through 4(d)(vi) below.
(ii) Adjustment of Conversion Price Upon Issuance of Additional
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Shares of Common Stock. In the event this Corporation shall issue Additional
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Shares of Common Stock after the Original Issue Date without consideration or
for a consideration per share less than the Conversion Price of any series of
Preferred Stock in effect on the date of and immediately prior to such issue,
then in such event, the Conversion Price for such series of Preferred Stock
shall be reduced, concurrently with such issue, to a price determined by
multiplying such Conversion Price by a fraction, the numerator of which shall be
the number of shares of Common Stock outstanding immediately prior to such issue
plus the number of shares of Common Stock which the aggregate consideration
received by the Corporation for the total number of Additional Shares of Common
Stock so issued would purchase at such Conversion Price; and the denominator of
which shall be the number of shares of Common Stock outstanding immediately
prior to such issue plus the number of such Additional Shares of Common Stock so
issued; and provided further that, for the purposes of this Section 4(d)(ii),
all shares of Common Stock issuable upon conversion of outstanding Preferred
Stock or outstanding Options shall be deemed to be outstanding.
(iii) Determination of Consideration. For purposes of this
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Section 4(d), the consideration received by the Corporation for the issue of any
Additional Shares of Common Stock shall be computed as follows:
(1) Cash and Property: Such consideration shall:
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(A) insofar as it consists of cash, be computed at the
aggregate amount of cash received by the Corporation excluding amounts paid or
payable for accrued interest or accrued dividends;
(B) insofar as it consists of property other than cash,
be computed at the fair value thereof at the time of such issue, as determined
in good faith by the Board; and
(C) in the event Additional Shares of Common Stock are
issued together with other shares or securities or other assets of the
Corporation for consideration which covers both, be the proportion of such
consideration so received, computed as provided in clauses (A) and (B) above, as
determined in good faith by the Board.
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(2) Options and Convertible Securities. In the case of
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issuance of options to purchase or rights to subscribe for Common Stock, or
securities by their terms convertible into or exchangeable for Common Stock, the
following provisions shall apply for all purposes of Section 4(d):
(A) The aggregate maximum number of shares of Common
Stock deliverable upon exercise of such options to purchase or rights to
subscribe for Common Stock shall be deemed to have been issued at the time such
options or rights were issued and for a consideration equal to the consideration
(determined in the manner provided in subparagraph 4(d)(iii)(1)), if any,
received by the Corporation upon the issuance of such options or rights plus the
exercise price provided in such options or rights for the Common Stock covered
thereby.
(B) The aggregate maximum number of shares of Common
Stock deliverable upon conversion or in exchange for such convertible or
exchangeable securities or upon the exercise of options to purchase or rights to
subscribe for such convertible or exchangeable securities and subsequent
conversion or exchange thereof shall be deemed to have been issued at the time
such securities were issued or such options or rights were issued and for a
consideration equal to the consideration, if any, received by the Corporation
for any such securities and related options or rights (excluding any cash
received on account of accrued interest or accrued dividends), plus the
additional consideration, if any, to be received by the corporation upon the
conversion or exchange of such securities or the exercise of any related options
or rights (the consideration in each case to be determined in the manner
provided in subparagraph 4(d)(iii)(1)).
(C) In the event of any change in the number of shares
of Common Stock deliverable or in the consideration payable to this corporation
upon exercise of such options or rights or upon conversion of or in exchange for
such convertible or exchangeable securities, including, but not limited to, a
change resulting from the antidilution provisions thereof, the Conversion Price
of the series of Preferred Stock, to the extent in any way affected by or
computed using such options, rights or securities, shall be recomputed to
reflect such change, but no further adjustment shall be made for the actual
issuance of Common Stock or any payment of such consideration upon the exercise
of any such options or rights or the conversion or exchange of such securities.
(D) Upon the expiration of any such options or rights,
the termination of any such rights to convert or exchange or the expiration of
any options or rights related to such convertible or exchangeable securities,
the Conversion Price of the series of Preferred Stock, to the extent in any way
affected by or computed using such options, rights or securities, shall be
recomputed to reflect the issuance of only the number of shares of Common Stock
(and convertible or exchangeable securities which remain in effect) actually
issued upon the conversion or exchange of such securities or upon the exercise
of the options or rights related to such securities.
(E) The number of shares of Common Stock deemed issued
and the consideration deemed paid therefor pursuant to subparagraphs
4(d)(iii)(2)(A) and (B) shall be appropriately adjusted to reflect any change,
termination or expiration of the type described in either subparagraph
4(d)(iii)(2)(C) or (D).
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(iv) Adjustments for Subdivisions, Combinations or Stock
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Dividends of Common Stock. In the event the outstanding shares of Common Stock
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shall be subdivided (by stock split, or otherwise), into a greater number of
shares of Common Stock, or the Corporation at any time or from time to time
after the Original Issue Date shall declare or pay any dividend on the Common
Stock payable in Common Stock, the Conversion Price then in effect shall,
concurrently with the effectiveness of such subdivision or stock dividend, be
proportionately decreased based on the ratio of (i) the number of shares of
Common Stock outstanding immediately after such subdivision or stock dividend to
(ii) the number of shares of Common Stock outstanding immediately prior to such
subdivision or stock dividend. In the event the outstanding shares of Common
Stock shall be combined or consolidated, by reclassification or otherwise, into
a lesser number of shares of Common Stock, the Conversion Price then in effect
shall, concurrently with the effectiveness of such combination or consolidation,
be proportionately increased on the same basis.
(v) Adjustments for Other Distributions. In the event the
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Corporation at any time or from time to time makes, or fixes a record date for
the determination of holders of Common Stock entitled to receive any
distribution payable in (i) securities of the Corporation or other entities
(other than shares of Common Stock and other than as otherwise adjusted in this
Section 4), or (ii) evidences of indebtedness issued by the Corporation or other
persons, or (iii) assets (excluding cash dividends) or options or rights not
referred to in subparagraph 4(d)(iii)(2), then and in each such event provision
shall be made so that the holders of Preferred Stock shall receive upon
conversion thereof, in addition to the number of shares of Common Stock
receivable thereupon, the amount of such distribution which they would have
received had their Preferred Stock been converted into Common Stock on the date
of such event and had they thereafter, during the period from the date of such
event to and including the date of conversion, retained such securities
receivable by them as aforesaid during such period, subject to all other
adjustments called for during such period under this Section 4 with respect to
the rights of the holders of Preferred Stock.
(vi) Adjustments for Recapitalization, Reclassification,
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Exchange and Substitution. If at any time or from time to time the Common
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Stock issuable upon conversion of the Preferred Stock shall be changed into the
same or a different number of shares of any other class or classes of stock,
whether by recapitalization, capital reorganization, reclassification or
otherwise (other than a subdivision, combination of shares or merger or sale of
assets transaction provided for above or in Section 2(d)), the Conversion Rate
then in effect shall, concurrently with the effectiveness of such
recapitalization, reorganization or reclassification, be proportionately
adjusted such that the Preferred Stock shall be convertible into, in lieu of the
number of shares of Common Stock which the holders would otherwise have been
entitled to receive, a number of shares of such other class or classes of stock
equivalent to the number of shares of Common Stock that would have been subject
to receipt by the holders upon conversion of the Preferred Stock immediately
before that change. In addition, to the extent applicable in any reorganization
or recapitalization, provision shall be made so that the holders of the
Preferred Stock shall thereafter be entitled to receive upon conversion of the
Preferred Stock the number of shares of stock or other securities or property of
the Company or otherwise, to which a holder of Common Stock deliverable upon
conversion would have been entitled on such reorganization or recapitalization.
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(e) No Impairment. Except as provided in Section 7, the Corporation
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will not, by amendment of its Restated Articles of Incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation but will at all times in good faith assist in the
carrying out of all the provisions of this Section 4 and in the taking of all
such action as may be necessary or appropriate in order to protect the
Conversion Rights of the holders of the Preferred Stock against impairment.
(f) Certificate as to Adjustments. Upon the occurrence of each
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adjustment or readjustment of the Conversion Price or the Conversion Rate
pursuant to this Section 4, the Corporation at its expense shall promptly
compute such adjustment or readjustment in accordance with the terms hereof and
furnish to each holder of Preferred Stock a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Corporation shall, upon the written
request at any time of any holder of Preferred Stock, furnish or cause to be
furnished to such holder a like certificate setting forth (i) such adjustments
and readjustments, (ii) the Conversion Price and the Conversion Rate at the time
in effect, and (iii) the number of shares of Common Stock and the amount, if
any, of other property which at the time would be received upon the conversion
of Preferred Stock.
(g) Reservation of Stock Issuable Upon Conversion. This Corporation
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shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock solely for the purpose of effecting the conversion of the
shares of the Preferred Stock such number of its shares of Common Stock as shall
from time to time be sufficient to effect the conversion of all outstanding
shares of the Preferred Stock; and if at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect the conversion
of all then outstanding shares of the Preferred Stock, in addition to such other
remedies as shall be available to the holder of such Preferred Stock, this
corporation will take such corporate action as may, in the opinion of counsel,
be necessary to increase its authorized but unissued shares of Common Stock to
such number of shares as shall be sufficient for such purposes.
(h) Notices of Record Date. In the event that this Corporation shall
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propose at any time:
(i) to declare any dividend or distribution upon its Common
Stock, whether in cash, property, stock or other securities, whether or not a
regular cash dividend and whether or not out of earnings or earned surplus;
(ii) to offer for subscription pro rata to the holders of any
class or series of its stock any additional shares of stock of any class or
series or other rights;
(iii) to effect any reclassification or recapitalization of its
Common Stock outstanding involving a change in the Common Stock; or
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(iv) to merge or consolidate with or into any other corporation,
or sell, lease or convey all or substantially all its property or business, or
to liquidate, dissolve or wind up;
then, in connection with each such event, this Corporation shall send to the
holders of Preferred Stock:
(1) at least 20 days' prior written notice of the date on
which a record shall be taken for such dividend, distribution or subscription
rights (and specifying the date on which the holders of Common Stock shall be
entitled thereto and the amount and character of such dividend, distribution or
right) or for determining rights to vote in respect of the matters referred to
in (iii) and (iv) above; and
(2) in the case of the matters referred to in (iii) and
(iv) above, at least 20 days' prior written notice of the date when the same
shall take place (and specifying the date on which the holders of Common Stock
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon the occurrence of such event or the record date for
the determination of such holders if such record date is earlier).
Each such written notice shall be delivered personally or given by first
class mail, postage prepaid, addressed to the holders of the Preferred Stock at
the address for each such holder as shown on the books of this Corporation.
5. Redemption. The shares of Series A Preferred and Series B Preferred
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shall not be redeemable.
6. Voting Rights.
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(a) Vote Other Than for Directors. Except as otherwise required by
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law, each share of Common Stock issued and outstanding shall have one vote and
each share of Series A Preferred or Series B Preferred issued and outstanding
shall have the number of votes equal to the number of shares of Common Stock
into which the Series A Preferred or Series B Preferred is convertible as
adjusted from time to time pursuant to Section 4 hereof.
(b) Voting for Directors. The Board of Directors shall consist of
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five (5) members. For so long as 25% or more of the issued shares of Series A
Preferred have not been converted into Common Stock, the holders of the shares
of Series A Preferred voting as a series shall be entitled to elect two (2)
directors. The holders of Common Stock voting as a separate class shall be
entitled to elect two (2) directors. The remaining director shall be elected by
the holders of the Series A Preferred, Series B Preferred and Common Stock
voting as provided in Section 6(a). In the event that 25% or more of the
outstanding shares of Series A Preferred have been converted into Common Stock,
then directors shall thereafter be elected by the holders of the Series A
Preferred, Series B Preferred and Common Stock voting as provided in Section
6(a). A vacancy on the Board of Directors occurring because of the death,
resignation or removal of a director elected by the holders of Series A
Preferred voting as a separate series shall be filled by the vote or written
consent of the holders of a majority of the Series A Preferred. Any vacancy
occurring because of the death, resignation or removal of a director elected by
the holders of Common Stock voting as a separate class shall be filled by the
vote or written consent of the holders of a majority of the Common Stock. Any
vacancy occurring because of the death, resignation or removal of the director
elected by the holders
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of Common Stock voting as a seperate class shall be filled by the vote or
written consent of the holders of a majority of the Series A Preferred, Series B
Preferred and Common Stock voting as provided in Section 6(a). A director may be
removed from the Board of Directors with or without cause by the vote or consent
of the holders of the outstanding class or series with voting power entitled to
elect him in accordance with this Section 6(b) and the California Corporations
Code.
(c) Cumulative Voting. The holders of Common Stock, Series A
-----------------
Preferred and Series B Preferred shall be entitled to cumulative voting rights
as to the directors to be elected by each series or class, or the combined
classes (as provided in Section 6(b) above), in accordance with the provisions
of Section 708 of the California Corporations Code.
7. Covenants.
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In addition to any other rights provided by law, so long as shares of
Series A Preferred and Series B Preferred shall be outstanding, this Corporation
shall not, without first obtaining the affirmative vote or written consent of
the holders of more than fifty percent (50%) of the outstanding shares of Series
A Preferred and Series B Preferred, voting together as a single class:
(a) amend or repeal any provision of, or add any provision to, this
Corporation's Restated Articles of Incorporation or Bylaws if such action would
adversely alter or change the preferences, rights, privileges or powers of, or
the restrictions provided for the benefit of the Preferred Stock;
(b) authorize or issue shares of any series or class of stock having
any preference or priority as to dividends or assets superior to or on a parity
with any such preference or priority of any series of Preferred Stock, or
authorize shares of stock of any class or any bonds, debentures, notes or other
obligations convertible into or exchangeable for, or having option rights to
purchase, any shares of stock of this corporation having any preference or
priority as to dividends or assets superior to or on a parity with any such
preference or priority of the Preferred Stock;
(c) effect in any transaction or series of transactions a sale or
other conveyance of all or substantially all of the assets of the corporation or
any of its subsidiaries, or any consolidation or merger involving the
corporation or any of its subsidiaries where the corporation or such subsidiary
is not the surviving corporation, or any sale of more than 50% of the
corporation's capital stock; or
(d) increase or decrease the authorized number of shares of Preferred
Stock.
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ARTICLE VI.
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.
ARTICLE VII
The Corporation is to have perpetual existence.
ARTICLE VII
1. Limitation of Liability. To the fullest extent permitted by the
-----------------------
General Corporation Law of the State of Delaware as the same exists or as may
hereafter be amended, a director of the Corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.
2. Indemnification. The corporation may indemnify to the fullest extent
---------------
permitted by law any person made or threatened to be made a party to an action
or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that such person or his or her testator or intestate is or
was a director, officer or employee of the corporation, or any predecessor of
the corporation, or serves or served at any other enterprise as a director,
officer or employee at the request of the corporation or any predecessor to the
corporation.
3. Amendments. Neither any amendment nor repeal of this Article VIII,
----------
nor the adoption of any provision of the corporation's Certificate of
Incorporation inconsistent with this Article VIII, shall eliminate or reduce the
effect of this Article VIII, in respect of any matter occurring, or any action
or proceeding accruing or arising or that, but for this Article VIII, would
accrue or arise, prior to such amendment, repeal, or adoption of an inconsistent
provision.
ARTICLE IX.
In the event any shares of Preferred shall be redeemed or converted
pursuant to the terms hereof, the shares so converted or redeemed shall not
revert to the status of authorized but unissued shares, but instead shall be
canceled and shall not be re-issuable by the corporation.
ARTICLE X.
At the election of directors of the Corporation, each holder stock or 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
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number of directors to be elected and may cast all such votes for any director
or for any director or for any two or more of them as such stockholder may see
fit.
ARTICLE XI.
1. Number of Directors. The number of directors which constitutes the
-------------------
whole Board of Directors of the corporation shall be designated in the Bylaws of
the corporation.
2. Election of Directors. Elections of directors need not be by written
---------------------
ballot unless the Bylaws of the corporation shall so provide.
ARTICLE XII
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.
ARTICLE XII
Following the closing of a public offering pursuant to an effective
registration statement under the Securities Act of 1933, as amended, covering
any of the corporation's securities (as that term is defined under the
Securities Act of 1933, as then in effect), no action shall be taken by the
stockholders of the corporation except at an annual or special meeting of the
stockholders called in accordance with the Bylaws of the corporation and no
action shall be taken by the stockholders by written consent.
ARTICLE XIV
Meetings of stockholders may be held within or without the State of
Delaware, as the By-laws may provide. 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.
ARTICLE XV.
The name and mailing address of the incorporator are:
Marianne Stark Bradley
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304-1050
* * *
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The undersigned incorporator hereby acknowledges that the above Certificate
of Incorporation of Artisan Components, Inc. is her act and deed and that the
facts stated therein are true.
_______________________________________
Marianne Stark Bradley
Dated: November __, 1997