**Exhibit 3.01**

 

**AMENDED AND RESTATED CERTIFICATE OF INCORPORATION**

**OF**

**INTERSIL CORPORATION**

 

1. Name. The name of the Corporation is Intersil Corporation.

 

2. Registered Office and Agent. The address of theCorporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company. 

 

3. Purpose. The purposes for which the Corporation is formed are toengage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (“DGCL”) and to possess and exercise all of the powers and privileges granted by such law and any otherlaw of Delaware. 

 

4. Authorized Capital. The aggregatenumber of shares of stock which the Corporation shall have authority to issue is 602,000,000 shares, divided into two classes consisting of 2,000,000 shares of Preferred Stock, par value $01 per share (“Preferred Stock”) and 600,000,000shares of Class A Common Stock, par value $.01 per share (“Common Stock”) 

 

The following is a statement of the designations, preferences, qualifications, limitations, restrictions and the special or relative rights granted to or imposed upon the shares of each such class. 

 

A. PREFERRED STOCK 

 

(a) Subject to Section 8 below, the board of directors is authorized toprovide for the issuance of shares of Preferred Stock in one or more series with such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as are stated andexpressed in the resolution or resolutions providing for the issue thereof adopted by the board of directors (as such resolutions may be amended by a resolution or resolutions subsequently adopted by the board of directors), and as are not statedand expressed in this Amended and Restated Certificate of Incorporation including, but not limited to, determination of any of the following: 

 

(i) the distinctive designation of the series and the number of shares which will constitute the series, which number may be increased or decreased (butnot below the number of shares then outstanding) from time to time by action of the board of directors; 

(ii) the dividend rate and the times of payment of dividends on the shares of the series, whetherdividends will be cumulative, and if so, from what date or dates; 

 

(iii) the price or prices at which, and the terms and conditions on which, the shares of the series may be redeemed at the option of the Corporation; 

 

(iv) whether or not the shares of the series will be entitled to the benefit of a retirement or sinking fund to be applied to the purchase orredemption of such shares and, if so entitled, the amount of such fund and the terms and provisions relative to the operation thereof; 

 

(v) whether or not the shares of the series will be convertible into, or exchangeable for, any other shares of stock of the Corporation or othersecurities, and if so convertible or exchangeable, the conversion price or prices, or the rates of exchange, and any adjustments thereof at which such conversion or exchange may be made, and any other terms and conditions of such conversion orexchange; 

 

(vi) the rights of the shares of the series in theevent of voluntary or involuntary liquidation, dissolution or winding up of the Corporation; 

 

(vii) whether or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any other series or class in any respect or will be entitled to the benefit of limitationsrestricting the issuance of shares of any other series or class having priority over or being on a parity with the shares of such series in any respect, or restricting the payment of dividends on or the making of other distributions in respect ofshares of any other series or class ranking junior to the shares of the series as to dividends or assets, or restricting the purchase or redemption of the shares of any such junior series or class, and the terms of any such restriction; 

 

(viii) whether the series will have voting rights, in addition to anyvoting rights provided by law, and, if so, the terms of such voting rights; and 

 

(ix) any other preferences, qualifications, privileges, options and other relative or special rights and limitations of that series. 

 

(b) Dividends. Holders of Preferred Stock shall be entitled to receive, when and as declared by the board ofdirectors, out of funds legally available for the payment thereof, dividends at the rates fixed by the board of directors for the respective series, and no more, before any dividends shall be declared and paid, or set apart for payment, on CommonStock with respect to the same dividend period. 

 

(c)Preference on Liquidation. In the event of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, holders of each series of Preferred Stock will be entitled to receive the amount fixed for such series plus, inthe case of any series on which dividends will have been determined by the board of directors to be cumulative, an 

amount equal to all dividends accumulated and unpaid thereon to the date of final distribution whether or not earned ordeclared before any distribution shall be paid, or set aside for payment, to holders of Common Stock. If the assets of the Corporation are not sufficient to pay such amounts in full, holders of all shares of Preferred Stock will participate in thedistribution of assets ratably in proportion to the full amounts to which they are entitled or in such order or priority, if any, as will have been fixed in the resolution or resolutions providing for the issue of the series of Preferred Stock.Neither the merger nor consolidation of the Corporation into or with any other corporation, nor a sale, transfer or lease of all or part of its assets, will be deemed a liquidation, dissolution or winding up of the Corporation within the meaning ofthis paragraph except to the extent specifically provided for herein. 

 

(d) Redemption. The Corporation, at the option of the board of directors, may redeem all or part of the shares of any series of Preferred Stock on the terms and conditions fixed for such series. 

 

(e) Voting Rights. Except as otherwise required by law, as otherwiseprovided herein or as otherwise determined by the board of directors as to the shares of any series of Preferred Stock prior to the issuance of any such shares, the holders of Preferred Stock shall have no voting rights and shall not be entitled toany notice of meeting of stockholders. 

 

B. COMMON STOCK

 

Except as otherwise provided herein, all shares of CommonStock shall be identical and shall entitle the holders thereof to the same rights and privileges. 

 

(a) Dividends. Holders of Common Stock shall be entitled to receive ratably on a per share basis such dividends as may be declared by the board ofdirectors. 

 

(b) Distribution of Assets. In the event ofthe voluntary or involuntary liquidation, dissolution or winding up of the Corporation, holders of Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders. 

 

(c) Voting Rights. The holders of Common Stock shall have thegeneral right to vote for all purposes as provided by law. Each holder of Common Stock shall be entitled (i) at all elections of directors, to as many votes as shall equal the number of shares of Common Stock held by such holder multiplied by thenumber of directors to be elected, and such holder may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them as such holder may see fit, and (ii) to one vote for eachshare upon all other matters. 

 

5. Section 203 NotApplicable. The Corporation shall not be governed by the provisions of Section 203 of the DGCL. 

6. Board of Directors. The board of directors of the Corporation shall be composed of not fewerthan five and not more than eleven members, provided that if the death, incapacity or resignation of a director results in the board of directors being composed of fewer than three members, actions of the board of directors which are otherwise validand taken between the time of such death, incapacity or resignation and the next meeting of stockholders at which a director is elected to fill such vacancy shall nevertheless be valid. Directors of the Corporation shall not be divided into classes.The term of each director shall expire at each annual meeting of stockholders. Elections of directors need not be by written ballot unless and except to the extent the bylaws of the Corporation shall so provide. 

 

7. Action By Stockholders In Lieu of a Meeting. Any action required bythe DGCL to be taken at any annual or special meeting of the stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without avote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meetingat which all shares entitled to vote thereon were present and voting and shall be delivered to the Corporation by delivery to its registered office in Delaware, the Corporation’s principal place of business, or an officer or agent of theCorporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand, certified or registered mail, return receipt requested or facsimiletransmission. 

 

8. Classes of Stock; Series of PreferredStock. The board of directors shall not have the authority to establish classes of capital stock of the Corporation. The board of directors shall have the authority to fix by resolution or resolutions any of the designations, powers,preferences, rights, qualifications, limitations, and restrictions of any series of Preferred Stock, provided, that such authority may be exercised only in connection with the approval or adoption of a Rights Plan (as defined in Section 9) inaccordance with Section 9. 

 

9. Rights Plans. Without (i)the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock or (ii) the consent of a majority of the board of directors, the Corporation shall not authorize or establish any Rights Plan. For purposes of thisAmended and Restated Certificate of Incorporation, a “Rights Plan” shall mean any plan or arrangement of the sort commonly referred to as a “stockholder rights plan” or “shareholder rights plan” including, withoutlimitation, any issuance of securities or other distribution to stockholders of the Corporation, whether or not pursuant to any plan that includes conversion rights, exchange rights, warrants, options or any other rights of any kind, any of whichwould entitle the holders thereof to acquire, or provides for the holders thereof to receive, any securities of the Corporation either (i) at an exercise, option, conversion or exchange price that is less than the Fair Market Value (as definedbelow) of the underlying securities on the date of grant or (ii) at an exercise, option, conversion or exchange price that is determined by reference to the Fair Market Value of the underlying securities at the time of exercise and which eitherexplicitly or implicitly by its terms would entitle the holders thereof to acquire, or provide for the holder 

thereof to receive, the underlying securities at a price other than the Fair Market Value of such securities on the dateof grant. For purposes of this paragraph, “Fair Market Value” means (1) as to any class of securities traded on a national securities exchange or quoted on the recognized over-the-counter market, or any class of securities convertible byits terms into such securities, the last closing price on such exchange or last sale price so reported, in each case as to such traded or reported class of securities on the date nearest preceding the date of determination of the Fair Market Valueand (ii) as to all other securities, the fair market value determined by the board of directors of the Corporation in the exercise of its good faith and reasonable best judgment. 

 

10. Bylaws. In furtherance and not in limitation of the powers conferred by law, the board of directors of theCorporation is authorized to adopt, amend or repeal the bylaws of the Corporation, except as otherwise specifically provided therein, subject to the powers of the stockholders of the Corporation to amend or repeal any bylaws adopted by the board ofdirectors. 

 

11. Limitation on Liability. The directorsof the Corporation shall be entitled to the benefits of all limitations on the liability of directors generally that are now or hereafter become available under the DGCL. Without limiting the generality of the foregoing, to the fullest extentpermitted by the DGCL, as it exists on the date hereof or as it may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as adirector, 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 DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Section 12 or any adoption of any provision of this Certificate of Incorporationinconsistent with this Section 12 shall be prospective only, and shall not affect, to the detriment of any director, any limitation on the personal liability of a director of the Corporation existing at the time of such repeal, modification oradoption. 

 

12. Amendment. Sections 5, 6, 7, 8, 9 and 12of this Amended and Restated Certificate of Incorporation shall not be amended or repealed without the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock.