Exhibit 3.1
FORM NO. 2
AMENDED AND RESTATED
BERMUDA
THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES
Section 7(1) and (2)
AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
OF
Marvell Technology Group Ltd.
(hereinafter referred to as the “Company”)
1. | The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them. |
2. | We, the undersigned, namely, |
NAME | ADDRESS | BERMUDIAN STATUS (Yes or No) | NATIONALITY | NUMBER OF SHARES SUBSCRIBED | ||||
Lisa Marshall | Clarendon House 2 Church Street Hamilton HM 11 Bermuda | Yes | British | one | ||||
Nicholas B. Dill | “ | Yes | British | one | ||||
John Sharpe | “ | Yes | British | one |
do hereby respectively agree to take such number of shares of the Company as may be allotted to us respectively by the provisional directors of the Company, not exceeding the number of shares for which we have respectively subscribed, and to satisfy such calls as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to us respectively.
3. | The Company is to be an exempted Company as defined by the Companies Act 1981. |
4. | The Company, with the consent of the Minister of Finance, has power to hold land situate in Bermuda not exceeding _____________ in all, including the following parcels:- |
Not Applicable
5. | The authorized share capital of the Company is USD 100.00 divided into 50,000 shares of par value USD 0.002 each. |
6. | The objects for which the Company is formed and incorporated are unrestricted. |
7. | The following are provisions regarding the powers of the Company: |
(i) | has the powers of a natural person; |
(ii) | subject to the provisions of Section 42 of the Companies Act 1981, has the power to issue preference shares which at the option of the holders thereof are to be liable to be redeemed; |
(iii) | has the power to purchase its own shares in accordance with the provisions of Section 42A of the Companies Act 1981; and |
(iv) | has the power to acquire its own shares to be held as treasury shares in accordance with the provisions of Section 42B of the Companies Act 1981. |