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Texas Instruments Inc – ‘10-K405’ for 12/31/99 – EX-3.L

On:  Friday, 3/3/00   ·   For:  12/31/99   ·   Accession #:  97476-0-6   ·   File #:  1-03761

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  As Of                Filer                Filing    For·On·As Docs:Size

 3/03/00  Texas Instruments Inc             10-K405    12/31/99   17:226K

Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report -- [x] Reg. S-K Item 405                25±   102K 
 2: EX-3.K      Articles of Incorporation/Organization or By-Laws      2±    13K 
 3: EX-3.L      Articles of Incorporation/Organization or By-Laws      2±    13K 
 4: EX-3.M      Articles of Incorporation/Organization or By-Laws      2±    13K 
 5: EX-3.N      Articles of Incorporation/Organization or By-Laws     19±    87K 
 6: EX-10.A.I   Material Contract                                     18±    82K 
 7: EX-10.A.II  Material Contract                                      2±    13K 
 8: EX-10.A.II  Material Contract                                      3±    15K 
 9: EX-10.B.I   Material Contract                                      8±    33K 
10: EX-10.B.II  Material Contract                                      2±    13K 
11: EX-11       Statement re: Computation of Earnings Per Share        2±    12K 
12: EX-12       Statement re: Computation of Ratios                    1      9K 
13: EX-21       Subsidiaries of the Registrant                         2±    12K 
14: EX-23       Consent of Experts or Counsel                          1     10K 
16: EX-27       Exhibit 27.1                                           1     11K 
17: EX-27       Exhibit 27.2                                           1     11K 
15: EX-27       Financial Data Schedule (Pre-XBRL)                     1     10K 


EX-3.L   —   Articles of Incorporation/Organization or By-Laws



EXHIBIT 3(l) ------------ CERTIFICATE OF OWNERSHIP AND MERGER MERGING SOFT WAREHOUSE, 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 Soft Warehouse, Inc., a Hawaii 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 laws of the State of Hawaii. 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 September 16, 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 Soft Warehouse, Inc. (the "Subsidiary") be merged with and into the Company pursuant to Section 253 of the General Corporation Law of the State of Delaware and Section 415-75, Hawaii Revised Statutes; 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 on September 30, 1999; 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 Restated 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 23rd day of September, 1999. TEXAS INSTRUMENTS INCORPORATED By: /s/ RICHARD J. AGNICH --------------------------------- Name: Richard J. Agnich Office: Senior Vice President, Secretary and General Counsel

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K405’ Filing    Date    Other Filings
Filed on:3/3/00
For Period End:12/31/9910-K405/A,  PRE 14A
9/30/9910-Q
9/16/99S-4
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Filing Submission 0000097476-00-000006   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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