Exhibit 3.2(a)
THE COMPANIES LAW (2000 REVISION)
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COMPANY LIMITED BY SHARES
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AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
OF
SEAGATE TECHNOLOGY HOLDINGS
Amended and Restated by Special Resolution of the Sole Shareholder
dated July 2, 2001
l. The name of the Company is Seagate Technology Holdings.
2. The Registered Office of the Company shall be at the offices of Maples and
Calder, Attorneys-at-Law, Ugland House, P.O. Box 309, George Town, Grand
Cayman, Cayman Islands, British West Indies or at such other place as the
Directors may from time to time decide.
3. The objects for which the Company is established are unrestricted and shall
include, but without limitation, the following:
(a) (i) To carry on business as inventors, designers, manufacturers,
traders and dealers of and in all types of equipment,
machinery and goods, including without limitation computer
hardware and equipment and any related patents, industrial
rights and know how whether or not protected by law.
(ii) To carry on the business of an investment company and to act
as promoters and entrepreneurs and to carry on business as
financiers, capitalists, concessionaires, merchants, brokers,
traders, dealers, agents, importers and exporters and to
undertake and carry on and execute all kinds of investment,
financial, commercial, mercantile, trading and other
operations.
(iii) To carry on whether as principals, agents or otherwise
howsoever the business of realtors, developers, consultants,
estate agents or managers, builders, contractors, engineers,
manufacturers, dealers in or vendors of all types of property
including services.
(b) To exercise and enforce all rights and powers conferred by or
incidental to the ownership of any shares, stock, obligations or
other securities including without prejudice to the generality of the
foregoing all such powers of veto or control as may be conferred by
virtue of the holding by the Company of some special proportion of
the issued or nominal amount thereof, to provide managerial and other
executive, supervisory and consultant services for or in relation to
any company in which the Company is interested upon such terms as may
be thought fit.
(c) To purchase or otherwise acquire, to sell, exchange, surrender,
lease, mortgage, charge, convert, turn to account, dispose of and
deal with real and personal property and rights of all kinds and, in
particular, mortgages, debentures, produce, concessions, options,
contracts, patents, annuities, licences, stocks, shares, bonds,
policies, book debts, business concerns, undertakings, claims,
privileges and choses in action of all kinds.
(d) To subscribe for, conditionally or unconditionally, to underwrite,
issue on commission or otherwise, take, hold, deal in and convert
stocks, shares and securities of all kinds and to enter into
partnership or into any arrangement for sharing profits, reciprocal
concessions or cooperation with any person or company and to promote
and aid in promoting, to constitute, form or organise any company,
syndicate or partnership of any kind, for the purpose of acquiring
and undertaking any property and liabilities of the Company or of
advancing, directly or indirectly, the objects of the Company or for
any other purpose which the Company may think expedient.
(e) To stand surety for or to guarantee, support or secure the
performance of all or any of the obligations of any person, firm or
company whether or not related or affiliated to the Company in any
manner and whether by personal covenant or by mortgage, charge or
lien upon the whole or any part of the undertaking, property and
assets of the Company, both present and future, including its
uncalled capital or by any such method and whether or not the Company
shall receive valuable consideration therefor.
(f) To engage in or carry on any other lawful trade, business or
enterprise which may at any time appear to the Directors of the
Company capable of being conveniently carried on in conjunction with
any of the aforementioned businesses or activities or which may
appear to the Directors of the Company likely to be profitable to the
Company.
In the interpretation of this Memorandum of Association in general and of
this Clause 3 in particular no object, business or power specified or
mentioned shall be limited or restricted by reference to or inference from
any other object, business or power, or the name of the Company, or by the
juxtaposition of two or more objects, businesses or powers and that, in the
event of any ambiguity in this clause or elsewhere in this Memorandum of
Association, the same shall be resolved by such interpretation and
construction as will widen and enlarge and not restrict the objects,
businesses and powers of and exercisable by the Company.
4. Except as prohibited or limited by the Companies Law (2000 Revision), the
Company shall have full power and authority to carry out any object and
shall have and be capable of from time to time and at all times exercising
any and all of the powers at any time or from time to
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time exercisable by a natural person or body corporate in doing in any part
of the world whether as principal, agent, contractor or otherwise whatever
may be considered by it necessary for the attainment of its objects and
whatever else may be considered by it as incidental or conducive thereto or
consequential thereon, including, but without in any way restricting the
generality of the foregoing, the power to make any alterations or
amendments to this Memorandum of Association and the Articles of
Association of the Company considered necessary or convenient in the manner
set out in the Articles of Association of the Company, and the power to do
any of the following acts or things, viz:
(a) to pay all expenses of and incidental to the promotion, formation
and incorporation of the Company;
(b) to register the Company to do business in any other jurisdiction;
(c) to sell, lease or dispose of any property of the Company;
(e) to draw, make, accept, endorse, discount, execute and issue
promissory notes, debentures, bills of exchange, bills of lading,
warrants and other negotiable or transferable instruments;
(f) to lend money or other assets and to act as guarantors;
(g) to borrow or raise money on the security of the undertaking or on all
or any of the assets of the Company including uncalled capital or
without security;
(h) to invest monies of the Company in such manner as the Directors
determine;
(i) to promote other companies;
(j) to sell the undertaking of the Company for cash or any other
consideration;
(k) to distribute assets in specie to Members of the Company;
(l) to make charitable or benevolent donations;
(m) to pay pensions or gratuities or provide other benefits in cash or
kind to Directors, officers, employees, past or present and their
families;
(n) to purchase Directors and officers liability insurance; and
(o) to carry on any trade or business and generally to do all acts and
things which, in the opinion of the Company or the Directors, may be
conveniently or profitably or usefully acquired and dealt with,
carried on, executed or done by the Company in connection with the
business aforesaid, provided that the Company shall only carry on the
businesses for which a licence is required under the laws of the
Cayman Islands when so licensed under the terms of such laws.
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5. The liability of each Member is limited to the amount from time to time
unpaid on such Member's shares.
6. The authorized share capital of the Company consists of (a) 600,000,000
common shares with a par value of US $0.00001 per share and having the
rights and privileges attached thereto as provided in the Company's
Articles of Association (the "Common Shares") and (b) 450,000,000 preferred
shares with a par value of US $0.00001 per share and having the rights and
preferences attached thereto as provided in the Company's Articles of
Association (the "Preferred Shares"). Of the Preferred Shares, 400,000,000
shares are designated "Series A Preferred Shares" and have the rights and
preferences attached thereto as provided in the Company's Articles of
Association. Subject to the provisions of The Companies Law (2000 Revision)
and the Articles of Association, the Company shall have the power to redeem
or purchase any of its shares, to subdivide or consolidate the said shares
or any of them, and to issue all or any part of its capital, whether
original, redeemed, increased, or reduced, with or without any preference,
priority, or special privilege, or subject to any postponement of rights or
to any conditions or restrictions whatsoever, and so that, unless the
conditions of issue shall otherwise expressly provide, every issue of
shares, whether stated to be Common Shares or Preferred Shares, shall be
subject to the powers on the part of the Company hereinbefore provided.
7. If the Company is registered as exempted, its operations will be carried on
subject to the provisions of Section 193 of the Companies Law (2000
Revision) and, subject to the provisions of the Companies Law (2000
Revision) and the Articles of Association, it shall have the power to
register by way of continuation as a body corporate limited by shares under
the laws of any jurisdiction outside the Cayman Islands and to be
deregistered in the Cayman Islands.
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