Texas Instruments (TXN) 10-K 2011 FY Annual report

EXHIBIT 3(k)

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

INTERSECT TECHNOLOGIES, INC.

WITH AND INTO

TEXAS INSTRUMENTS INCORPORATED

Pursuant to Section 253 of the

General Corporation of Law

of the State of Delaware

Texas Instruments Incorporated, a Delaware corporation (the

"Company"), does hereby certify to the following facts relating to the merger

(the "Merger") of Intersect Technologies, Inc., a Delaware corporation (the

"Subsidiary"), with and into the Company, with the Company remaining as the

surviving corporation:

FIRST: The Company is incorporated pursuant to the General

Corporation Law of the State of Delaware (the "DGCL"). The Subsidiary is

incorporated pursuant to the DGCL.

SECOND: The Company owns all of the outstanding shares of each

class of capital stock of the Subsidiary.

THIRD: The Board of Directors of the Company, by the following

resolutions duly adopted at a meeting of the Board on July 15, 1999,

determined to merge the Subsidiary with and into the Company pursuant to

Section 253 of the DGCL:

RESOLVED, that the Board of Directors of the Company

has deemed it advisable that Intersect Technologies,

Inc. (the "Subsidiary") be merged with and into the

Company pursuant to Section 253 of the General Corpora

tion Law of the State of Delaware; and it is

FURTHER RESOLVED, that the Subsidiary be merged with

and into the Company (the "Merger"); and it is

FURTHER RESOLVED, that by virtue of the Merger and

without any action on the part of the holder thereof,

each then outstanding share of common stock of the

Company shall remain unchanged and continue to remain

outstanding as one share of common stock of the

Company, held by the person who was the holder of such

share of common stock of the Company immediately prior

to the Merger; and it is

FURTHER RESOLVED, that by virtue of the Merger and

without any action on the part of the holder thereof,

each then outstanding share of common stock of the

Subsidiary shall be cancelled and no consideration

shall be issued in respect thereof; and it is

FURTHER RESOLVED, that the proper officers of the

Company be and they hereby are authorized and directed

to make, execute and acknowledge, in the name and under

the corporate seal of the Company, a Certificate of

Ownership and Merger for the purpose of effecting the

Merger and to file the same in the office of the

Secretary of State of the State of Delaware, and to do

all other acts and things that may be necessary to

carry out and effectuate the purpose and intent of the

resolutions relating to the Merger; and it is

FURTHER RESOLVED, that the Merger shall be effective

upon the date of filing of the Certificate of Ownership

and Merger with the Secretary of State of the State of

Delaware; and it is

FURTHER RESOLVED, that the appropriate officers of the

Company be, and each hereby is, authorized, on behalf

of the Company to do all things and to take any other

actions in furtherance of the foregoing resolutions as

such officer may deem necessary or appropriate.

FOURTH: The Company shall be the surviving corporation of the Merger.

FIFTH: The Certificate of Incorporation of the Company as in effect

immediately prior to the effective time of the Merger shall be the Certificate

of Incorporation of the surviving corporation.

IN WITNESS WHEREOF, the Company has caused this Certificate of

Ownership and Merger to be executed by its duly authorized officer this 15th

day of July, 1999.

TEXAS INSTRUMENTS INCORPORATED

By: /s/ RICHARD J. AGNICH

---------------------------------

Name: Richard J. Agnich

Office: Senior Vice President, Secretary

and General Counsel