Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
ADEPT TECHNOLOGY, INC.
ARTICLE I
The name of this corporation is Adept Technology, Inc. (the
"Corporation").
ARTICLE II
The address of the Corporation's registered office in the State of
Delaware is 160 Greentree Drive, Suite 101, Dover, Kent County, Delaware 19904.
The name of its registered agent at such address is National Registered Agents,
Inc.
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
(A) The Corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares which the Corporation is authorized to issue is two hundred (200)
shares, each with a par value of $0.001 per share. One hundred (100) shares
shall be Common Stock and one hundred (100) shares shall be Preferred Stock.
(B) The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized, by filing a certificate
pursuant to the applicable law of the State of Delaware and within the
limitations and restrictions stated in this Certificate of Incorporation, to
determine or alter the rights, preferences, privileges and restrictions granted
to or imposed upon any wholly unissued series of Preferred Stock and the number
of shares constituting any such series and the designation thereof, or any of
them; and to increase or decrease the number of shares of any series subsequent
to the issuance of shares of that series, but not below the number of shares of
such series then outstanding. In case the number of shares of any series shall
be so decreased, the shares constituting such decrease shall resume the status
which they had prior to the adoption of the resolution originally fixing the
number of shares of such series.
ARTICLE V
The number of directors of the Corporation shall be fixed from time to
time pursuant to the Bylaws.
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ARTICLE VI
In the election of directors, each holder of shares of any class or
series of capital stock of the Corporation shall be entitled to one vote for
each share held. No stockholder will be permitted to cumulate votes at any
election of directors.
ARTICLE VII
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 stockholders
herein are granted subject to this reservation.
ARTICLE VIII
(A) Except as otherwise provided in the Bylaws, the Bylaws may be
amended or repealed or new Bylaws adopted by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote generally in
the election of directors. The Board of Directors of the Corporation is
expressly authorized to adopt, amend or repeal Bylaws.
(B) Advance notice of stockholder nominations for the election of
directors or of business to be brought by the stockholders before any meeting of
the stockholders of the Corporation shall be given in the manner provided in the
Bylaws.
ARTICLE IX
Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision of the General Corporation Law of Delaware) outside
the State of Delaware at such place or places as may be designated from time to
time by the Board of Directors or in the Bylaws.
ARTICLE X
The Corporation shall have perpetual existence.
ARTICLE XI
(A) To the fullest extent permitted by the General Corporation Law of
Delaware, as the same may be amended from time to time, a director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director. If
the General Corporation Law of Delaware is hereafter amended to authorize, with
the approval of a corporation's stockholders, further reductions in the
liability of a corporation's directors for breach of fiduciary duty, then a
director of the Corporation shall not be liable for any such breach to the
fullest extent permitted by the General Corporation Law of Delaware, as so
amended.
(B) Any repeal or modification of the foregoing provisions of this
Article XI shall not adversely affect any right or protection of a director of
the Corporation with respect to any acts or omissions of such director occurring
prior to such repeal or modification.
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ARTICLE XII
(A) To the fullest extent permitted by applicable law, the Corporation
is also authorized to provide indemnification of (and advancement of expenses
to) directors, officers, employees and other agents of the Corporation (and any
other persons to which Delaware law permits the Corporation to provide
indemnification) through Bylaw provisions, agreements with such agents or other
persons, vote of stockholders or disinterested directors or otherwise, in excess
of the indemnification and advancement otherwise permitted by Section 145 of the
General Corporation Law of Delaware, subject only to limits created by
applicable Delaware law (statutory or non-statutory), with respect to actions
for breach of duty to a corporation, its stockholders, and others.
(B) Any repeal or modification of any of the foregoing provisions of
this Article XII shall not adversely affect any right or protection of any such
agent or other person existing at the time of, or increase the liability of any
such agent or other person with respect to any acts or omissions of such agent
or other person occurring prior to such repeal or modification.
ARTICLE XIII
The name and mailing address of the incorporator are as follows:
Jennie E. Crawford
c/o Gibson, Dunn & Crutcher LLP
1881 Page Mill Road
Palo Alto, CA 94304
Executed this 17th day of August, 2005.
/s/ Jennie E. Crawford
--------------------------------
Jennie E. Crawford, Incorporator
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