| EXHIBIT 3.1 | |
| CERTIFICATE OF AMENDMENT | |
| 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
name of the Corporation is NVIDIA
Corporation.
Second:
The date on which the Corporation’s 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 Two Billion Two Million Shares (2,002,000,000) shares.
Two Billion (2,000,000,000) 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).
The Preferred Stock
may be issued from time to time in one or more series. The Board of Directors is
hereby authorized, by filing a certificate (a "Preferred Stock Designation")
pursuant to the Delaware General Corporation Law, to fix or alter from time to
time the designation, powers, preferences and rights of the shares of each such
series and the qualifications, limitations or restrictions of any wholly
unissued series of Preferred Stock, and to establish from time to time the
number of shares constituting any such series or any of them; and to increase or
decrease the number of shares of any series subsequent to the issuance 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 decreased in
accordance with the foregoing sentence, the shares constituting such decrease
shall resume the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series."
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 Chief Executive Officer and attested to by its Secretary in Santa
Clara, California this 19th day of June, 2008.
| NVIDIA Corporation | |
|
|
/s/ Jen-Hsun Huang |
| Jen-Hsun Huang | |
| President and Chief Executive Officer |
| Attest: |
| /s/ David M. Shannon |
| David M. Shannon |
| Secretary |