CERTIFICATE OF INCORPORATION
Novell, Inc. a corporation organized and existing under the laws of the State of Delaware hereby certifies as follows: The name of the corporation is Novell, Inc. The date of filing of its original Certificate of Incorporation with the Secretary of State was January 25, 1983.
FIRST: The name of the corporation is Novell, Inc.
SECOND: The registered office of the corporation is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.
THIRD: 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.
FOURTH: The corporation shall be authorized to issue Thirty Million Five Hundred Thousand (30,500,000) shares, of which Thirty Million (30,000,000) shares shall be Common Stock, par value $.10 per share, and Five Hundred Thousand (500,000) shares shall be Preferred Stock, par value $.10 per share. The Optional or other special rights and the qualifications, limitations or restrictions thereof with respect to the Preferred Stock or any series thereof shall be fixed by resolution of the Board of Directors of the corporation.
NOTE: THIS ARTICLE FOURTH HAS BEEN CHANGED TO INCREASE THE AUTHORIZED COMMON STOCK OF THE CORPORATION FROM FIFTEEN MILLION (15,000,000) TO THIRTY MILLION (30,000,000) WITH NO CHANGE IN THE PAR VALUE.
FIFTH: Elections of directors need not be by written ballot.
SIXTH: The Board of Directors shall have the power, in addition to the shareholders, to make, alter, or repeal the by-laws of the corporation.
SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its shareholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or shareholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provision of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provision of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the shareholders or class of shareholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the shareholders or class of shareholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the shareholders or class of shareholders, of this corporation, as the case may be, and also on this corporation.
EIGHTH: No director of the Corporation shall be liable to the Corporation or its shareholders for monetary damages (including, without limitation, any judgement, amount paid in settlement, fine, penalty, punitive damages, or expense of any nature including attorney's fees) for breach of fiduciary duty as a director, except for liability: (i) for any breach of the director's duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Eighth 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.
NOTE: THIS IS A NEW ARTICLE EIGHTH.
NINTH: 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 shareholders are granted subject to this reservation.
NOTE: THIS ARTICLE NINTH WAS PREVIOUSLY ARTICLE EIGHTH.
This Restated Certificate of Incorporation was duly adopted by vote of the shareholders in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Novell, Inc. has caused this Certificate to be signed by Ronald S. Eliason, its Vice President and David R. Bradford, its Secretary this 11th day of March 1987.
Ronald S. Eliason
David R. Bradford