Exhibit 3.21
CERTIFICATE OF MERGER
OF
RF MICRO DEVICES, INC.
INTO
TRIQUINT SEMICONDUCTOR, INC.
Under Sections 55-11-05(a) and 55-11-07(a) of the North Carolina General Statutes and Section 252 of the General Corporation Law of the State of Delaware
TriQuint Semiconductor, Inc. hereby certifies that:
1. | The name and state of incorporation of each of the constituent corporations are: |
(a) TriQuint Semiconductor, Inc., a Delaware corporation; and
(b) RF Micro Devices, Inc., a North Carolina corporation.
2. | An Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the provisions of Sections 55-11-01, 55-11-03, 55-11-05(a) and 55-11-07(a) of the North Carolina General Statutes and Section 252(c)(2) of the General Corporation Law of the State of Delaware. |
3. | The name of the surviving corporation is TriQuint Semiconductor, Inc. |
4. | The certificate of incorporation of the surviving corporation shall be amended by deleting Article I thereof and replacing such Article I with the following: |
“The name of this Corporation is: Qorvo US, Inc.”
Other than the above-described amendment, the Certificate of Incorporation of the surviving entity shall be that of the surviving entity immediately following the merger in all respects.
5. | The executed Agreement and Plan of Merger is on file at the surviving corporation’s offices located at 2300 N.E. Brookwood Parkway, Hillsboro, Oregon 97124. |
6. | A copy of the Agreement and Plan of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation. |
7. | RF Micro Devices, Inc. is authorized to issue 1,000 shares of common stock, no par value per share. |
8. | This Certificate of Merger shall be effective at 12:01 a.m., Eastern Time, on May 2, 2016. |
IN WITNESS WHEREOF, TriQuint Semiconductor, Inc. has caused this certificate to be signed by an authorized officer onMarch 30, 2016.
TRIQUINT SEMICONDUCTOR, INC. | ||
By: | /s/ Robert A. Bruggeworth | |
Robert A. Bruggeworth, President |
[Signature Page to Certificate of Merger
(TriQuint Semiconductor, Inc./RF Micro Devices, Inc.)]