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EXHIBIT 4.1




AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

FOXHOLLOW TECHNOLOGIES, INC.




ARTICLE I




     The name of this corporation is FoxHollow Technologies, Inc. (the “Corporation”).



ARTICLE II




     The address of the Corporation’s registered office in the State of Delaware is 1209 Orange
Street, Corporation Trust Center, in the City of Wilmington, County of New Castle, 19801. The name
of the Corporation’s 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
corporations may be organized under the General Corporation Law of Delaware.



ARTICLE IV




     The aggregate number of shares of stock which the Corporation shall have authority to issue is
one thousand (1,000) shares, all of which shall be designated common stock, $.001 par value (the
“Common Stock”). Shares of Common Stock of the Corporation acquired by the Corporation shall
become authorized but unissued shares and may be reissued as provided in this Certificate of
Incorporation.



ARTICLE V




     Any action required or permitted to be taken at any annual or special meeting of stockholders
of the Corporation may be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be signed by the holders
of outstanding voting stock of the Corporation having not less than the




 









 








minimum number of votes
that would be necessary to authorize or take such action at a meeting at which all shares entitled
to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its
registered office in Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of stockholders are
recorded.




ARTICLE VI




     In furtherance and not in limitation of the powers conferred by statute, the Board of
Directors is expressly authorized to adopt, amend or repeal the bylaws of the Corporation.



ARTICLE VII




     The Corporation shall indemnify, to the fullest extent authorized or permitted by law, as the
same exists or may hereafter be amended, any person who was or is made or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that such person is or was a
director or officer of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of any other company, partnership, joint venture, trust,
employee benefit plan or other enterprise; provided, however, that the Corporation shall not
indemnify any director or officer in connection with any action by such director or officer against
the Corporation unless the Corporation shall have consented to such action. The Corporation may,
to the extent authorized from time to time by the Board of Directors, provide rights to
indemnification to employees and agents of the Corporation similar to those conferred in this
Article VII to directors and officers of the Corporation. No amendment or repeal of this Article
VII shall apply to or have any effect on any right to indemnification provided hereunder with
respect to any acts or omission occurring prior to such amendment or repeal.



ARTICLE VIII




     No director of the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such a director as a
director, except to the extent provided by applicable law (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) pursuant to Section 174
of the General Corporation Law of Delaware, or (iv) for any transaction from which such director
derived an improper personal benefit. If the General Corporation Law of Delaware is amended to
authorize corporate action further eliminating or limiting the personal liability of directors,
then the liability of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the General Corporation Law of Delaware as so amended. No amendment to or
repeal of this Article VIII shall apply to or have any effect on the liability or



 









 





alleged liability
of any director of the Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.




ARTICLE IX




     The Corporation reserves the right to amend, alter, change, or repeal any provisions contained
in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this reservation.



ARTICLE X




     Elections of directors need not be by written ballot unless the bylaws of the Corporation
shall so provide.