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- S-4/A Registration of securities issued in business combination transactions
- 2.1 Exhibit 2.1
- 3.1 Exhibit 3.1
- 3.2 Exhibit 3.2
- 3.3 Exhibit 3.3
- 3.4 Exhibit 3.4
- 3.5 Exhibit 3.5
- 3.6 Exhibit 3.6
- 3.7 Exhibit 3.7
- 3.8 Exhibit 3.8
- 3.9 Exhibit 3.9
- 3.10 Exhibit 3.10
- 3.11 Exhibit 3.11
- 3.12 Exhibit 3.12
- 3.13 Exhibit 3.13
- 3.14 Exhibit 3.14
- 3.15 Exhibit 3.15
- 3.16 Exhibit 3.16
- 3.17 Exhibit 3.17
- 3.18 Exhibit 3.18
- 3.19 Exhibit 3.19
- 3.20 Exhibit 3.20
- 3.21 Exhibit 3.21
- 3.22 Exhibit 3.22
- 3.23 Exhibit 3.23
- 3.24 Exhibit 3.24
- 3.25 Exhibit 3.25
- 3.26 Exhibit 3.26
- 3.27 Exhibit 3.27
- 3.28 Exhibit 3.28
- 3.29 Exhibit 3.29
- 3.30 Exhibit 3.30
- 3.31 Exhibit 3.31
- 3.32 Exhibit 3.32
- 3.33 Exhibit 3.33
- 3.34 Exhibit 3.34
- 3.35 Exhibit 3.35
- 3.36 Exhibit 3.36
- 3.37 Exhibit 3.37
- 3.38 Exhibit 3.38
- 3.39 Exhibit 3.39
- 3.40 Exhibit 3.40
- 3.41 Exhibit 3.41
- 3.42 Exhibit 3.42
- 3.43 Exhibit 3.43
- 3.44 Exhibit 3.44
- 3.45 Exhibit 3.45
- 3.46 Exhibit 3.46
- 3.47 Exhibit 3.47
- 3.48 Exhibit 3.48
- 3.49 Exhibit 3.49
- 3.50 Exhibit 3.50
- 3.51 Exhibit 3.51
- 3.53 Exhibit 3.53
- 3.54 Exhibit 3.54
- 3.55 Exhibit 3.55
- 3.56 Exhibit 3.56
- 3.57 Exhibit 3.57
- 3.58 Exhibit 3.58
- 3.59 Exhibit 3.59
- 3.60 Exhibit 3.60
- 3.61 Exhibit 3.61
- 3.62 Exhibit 3.62
- 3.63 Exhibit 3.63
- 3.64 Exhibit 3.64
- 3.65 Exhibit 3.65
- 3.66 Exhibit 3.66
- 3.67 Exhibit 3.67
- 3.68 Exhibit 3.68
- 3.69 Exhibit 3.69
- 3.70 Exhibit 3.70
- 3.71 Exhibit 3.71
- 3.72 Exhibit 3.72
- 3.73 Exhibit 3.73
- 3.74 Exhibit 3.74
- 3.75 Exhibit 3.75
- 3.76 Exhibit 3.76
- 3.77 Exhibit 3.77
- 3.78 Exhibit 3.78
- 3.79 Exhibit 3.79
- 3.81 Exhibit 3.81
- 3.82 Exhibit 3.82
- 3.83 Exhibit 3.83
- 3.84 Exhibit 3.84
- 3.85 Exhibit 3.85
- 3.86 Exhibit 3.86
- 3.87 Exhibit 3.87
- 3.88 Exhibit 3.88
- 3.89 Exhibit 3.89
- 3.90 Exhibit 3.90
- 3.91 Exhibit 3.91
- 3.92 Exhibit 3.92
- 3.93 Exhibit 3.93
- 3.94 Exhibit 3.94
- 3.95 Exhibit 3.95
- 3.96 Exhibit 3.96
- 3.97 Exhibit 3.97
- 3.98 Exhibit 3.98
- 3.99 Exhibit 3.99
- 3.100 Exhibit 3.100
- 3.101 Exhibit 3.101
- 3.102 Exhibit 3.102
- 3.103 Exhibit 3.103
- 3.104 Exhibit 3.104
- 3.105 Exhibit 3.105
- 3.106 Exhibit 3.106
- 3.107 Exhibit 3.107
- 3.108 Exhibit 3.108
- 3.109 Exhibit 3.109
- 3.110 Exhibit 3.110
- 3.111 Exhibit 3.111
- 3.112 Exhibit 3.112
- 3.113 Exhibit 3.113
- 3.114 Exhibit 3.114
- 3.115 Exhibit 3.115
- 3.116 Exhibit 3.116
- 3.117 Exhibit 3.117
- 3.118 Exhibit 3.118
- 3.119 Exhibit 3.119
- 3.120 Exhibit 3.120
- 3.121 Exhibit 3.121
- 3.122 Exhibit 3.122
- 3.123 Exhibit 3.123
- 3.124 Exhibit 3.124
- 3.125 Exhibit 3.125
- 3.126 Exhibit 3.126
- 3.127 Exhibit 3.127
- 3.128 Exhibit 3.128
- 3.129 Exhibit 3.129
- 3.130 Exhibit 3.130
- 3.131 Exhibit 3.131
- 3.132 Exhibit 3.132
- 3.133 Exhibit 3.133
- 3.134 Exhibit 3.134
- 3.135 Exhibit 3.135
- 3.136 Exhibit 3.136
- 3.137 Exhibit 3.137
- 3.138 Exhibit 3.138
- 3.139 Exhibit 3.139
- 3.140 Exhibit 3.140
- 3.141 Exhibit 3.141
- 3.142 Exhibit 3.142
- 3.143 Exhibit 3.143
- 3.144 Exhibit 3.144
- 3.145 Exhibit 3.145
- 3.146 Exhibit 3.146
- 3.147 Exhibit 3.147
- 3.148 Exhibit 3.148
- 3.149 Exhibit 3.149
- 3.150 Exhibit 3.150
- 3.151 Exhibit 3.151
- 3.152 Exhibit 3.152
- 3.153 Exhibit 3.153
- 3.154 Exhibit 3.154
- 3.155 Exhibit 3.155
- 3.156 Exhibit 3.156
- 3.157 Exhibit 3.157
- 3.158 Exhibit 3.158
- 3.159 Exhibit 3.159
- 3.160 Exhibit 3.160
- 3.161 Exhibit 3.161
- 3.162 Exhibit 3.162
- 3.163 Exhibit 3.163
- 3.164 Exhibit 3.164
- 3.165 Exhibit 3.165
- 3.166 Exhibit 3.166
- 3.167 Exhibit 3.167
- 3.168 Exhibit 3.168
- 3.169 Exhibit 3.169
- 3.170 Exhibit 3.170
- 3.171 Exhibit 3.171
- 3.172 Exhibit 3.172
- 3.173 Exhibit 3.173
- 3.174 Exhibit 3.174
- 3.175 Exhibit 3.175
- 3.176 Exhibit 3.176
- 3.177 Exhibit 3.177
- 3.178 Exhibit 3.178
- 3.179 Exhibit 3.179
- 3.180 Exhibit 3.180
- 3.181 Exhibit 3.181
- 3.182 Exhibit 3.182
- 3.183 Exhibit 3.183
- 3.184 Exhibit 3.184
- 3.185 Exhibit 3.185
- 3.186 Exhibit 3.186
- 3.187 Exhibit 3.187
- 3.188 Exhibit 3.188
- 3.189 Exhibit 3.189
- 3.190 Exhibit 3.190
- 3.191 Exhibit 3.191
- 3.192 Exhibit 3.192
- 3.193 Exhibit 3.193
- 3.194 Exhibit 3.194
- 3.195 Exhibit 3.195
- 3.196 Exhibit 3.196
- 3.197 Exhibit 3.197
- 3.198 Exhibit 3.198
- 3.199 Exhibit 3.199
- 3.200 Exhibit 3.200
- 3.201 Exhibit 3.201
- 3.202 Exhibit 3.202
- 23.2 Exhibit 23.2
- 24.3 Exhibit 24.3
- COVER Cover
Exhibit 3.27
State of New York | } | ss: |
Department of State | } |
I hereby certify that the annexed copy has been compared with the original document filed by the Department of State and that the same is a true copy of said original.
Witness my hand and seal of the Department of State on JANUARY 20, 2004
[SEAL] |
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/s/ [ILLEGIBLE] |
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Secretary of State | ||
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BLACKSTONE
CERTIFICATE OF INCORPORATION
OF
COTA MUSIC, INC.
Under Section 402 of the Business Corporation Law
The undersigned, a natural person of the age of eighteen years or over, desiring to form a corporation pursuant to the provisions of the Business Corporation Law of the State of New York, hereby certifies as follows:
FIRST: The name of the corporation is
COTA MUSIC, INC.
hereinafter sometimes called “the corporation.”
SECOND: The purpose for which it is formed is as follows:
The purpose for which this corporation is organized is to engage in any lawful act or activity for which corporations may be formed under the Business Corporation-Law provided that the corporation is not formed to engage in any act or activity which requires the consent or approval of any state official, department, board, agency or other body, without such consent or approval first being obtained.
For the accomplishment of the aforesaid purposes, and in furtherance thereof, the corporation shall have and may exercise all of the powers conferred by the Business Corporation Law upon corporations formed thereunder, subject to any limitations contained in Article 2 of said law or in accordance with the provisions of any other statute of the State of New York.
THIRD: The office of the corporation in the State of New York is to be located in the County of New York.
FOURTH: The aggregate number of shares which the corporation shall have the authority to issue is 200, no par value.
FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served, and the address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is c/o Mayer, Katz, Baker & Leibowitz, 75 Rockefeller Plaza, New York 10019.
IN WITNESS WHEREOF I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 24th day of March 1989.
Incorporator: | S/Linda Pellitier |
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Address: | Linda Pellitier |
BILLED
CERTIFICATE OF INCORPORATION
OF
COTA MUSIC, INC.
Under Section 402 of the Business Corporation Law
BLACKSTONE
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| STATE OF NEW YORK | |
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| FILED MAR 24 1989 | |
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| AMT. OF CHECK $120 | |
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| FILING FEE $100 | |
FILER: |
| TAX $10 | |
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| COUNTY FEE $ | |
Mayer, Katz, Baker & Leibowitz |
| COPY $ | |
75 Rockefeller Plaza |
| CERT $ | |
New York, New York 10019 |
| REFUND $ | |
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| [ILLEGIBLE] $10 | |
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| By: | /s/ [ILLEGIBLE] |
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| [ILLEGIBLE] | |
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| BILLED | |
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| 367063 |
State of New York | } | ss: |
Department of State | } |
I hereby certify that the annexed copy has been compared with the original document filed by the Department of State and that the same is a true copy of said original.
Witness my hand and seal of the Department of State on JANUARY 20, 2004
[SEAL] |
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/s/ [ILLEGIBLE] |
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Secretary of State | ||
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CERTIFICATE OF CHANGE
OF
COTA MUSIC, INC.
UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW
1. The name of the corporation is COTA MUSIC, INC. It was incorporated under the name of COTA MUSIC, INC.
2. The Certificate of Incorporation of said corporation was filed by the Department of State on March 24, 1989.
3. The following was authorized by the Board of Directors:
To designate CT CORPORATION SYSTEM, 111 Eighth Avenue, New York, New York, 10011 as its registered agent in New York upon whom all process against the corporation may be served.
| COTA MUSIC, INC. | ||
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| By: | /s/ Janice Cannon |
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| Janice Cannon, Asst. Secretary |
CERTIFICATE OF CHANGE
OF
COTA MUSIC, INC.
Under Section 805-A of the Business Corporation Law of the State of New York
COUNSEL: | STATE OF NEW YORK | ||
Veronica Douglas | DEPARTMENT OF STATE | ||
AOL Time Warner Inc | MAY 08 2001 | ||
75 Rockefeller Plaza |
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New York, New York 10019 | By | /s/ [ILLEGIBLE] |
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| [ILLEGIBLE] |
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| [ILLEGIBLE] |
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State of New York | } | ss: |
Department of State | } |
I hereby certify that the annexed copy has been compared with the original document filed by the Department of State and that the same is a true copy of said original.
Witness my hand and seal of the Department of State on JANUARY 20, 2004
[SEAL] |
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/s/ [ILLEGIBLE] |
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Secretary of State | ||
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Biennial Statement, Part A |
| FILING PERIOD | FEE |
| 1338070 | 03/2003 | $9.00 |
CORPORATION NAME
COTA MUSIC, INC.
1 | FARM | o The corporation is a corporation engaged in the production of crops, livestock, and livestock products on land used in agricultural production (Agriculture and Markets Law Section 301). It is not required to report. | ||
2 | NAME AND BUSINESS ADDRESS OF THE CHIEF EXECUTIVE OFFICER | NAME AHMET ERTEGUN | ||
ADDRESS 1290 AVENUE OF THE AMERICAS | ||||
CITY NEW YORK | STATE NY | ZIP + 4 10104 | ||
3 | ADDRESS OF THE PRINCIPAL EXECUTIVE OFFICE | NAME JANICE CANNON | ||
ADDRESS 75 ROCKEFELLER PLAZA | ||||
CITY NEW YORK | STATE NY | ZIP + 4 10019 | ||
4 | SERVICE OF PROCESS ADDRESS | NAME C T CORPORATION SYSTEM | ||
ADDRESS 111 EIGHTH AVENUE, 13TH FL | ||||
CITY NEW YORK | STATE NY | ZIP + 4 10011 |
NYS DEPARTMENT OF STATE - DIVISION OF CORPORATIONS |
| FILING PERIOD | FEE |
Biennial Statement, Part B | 1338070 | 03/2003 | $9.00 |
CORPORATION NAME
COTA MUSIC, INC.
(1) | NAME AND BUSINESS ADDRESS OF THE CHIEF EXECUTIVE OFFICER | |
| AHMET ERTEGUN |
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(2) | ADDRESS OF THE PRINCIPAL EXECUTIVE OFFICE |
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| JANICE CANNON | If there are no changes to the information printed in Part B, sign Part C and return with payment payable to the Dept. of State |
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(3) | SERVICE OF PROCESS ADDRESS |
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| EDWARD J WEISS ESQ |
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MAKE NO MARKS BELOW THIS LINE | (YOU MUST SIGN ON REVERSE) | [ILLEGIBLE] |
IMPORTANT NOTICE
A New York Corporation which is no longer conducting business should file a Certificate of Dissolution pursuant to section 1003 of the Business Corporation Law, and a foreign corporation no longer conducting business in New York State should file a Surrender of Authority pursuant to section 1310 or a Termination of Existence pursuant to section 1311 of the Business Corporation Law. An inactive corporation continues to accrue tax liability and possible interest and penalties until formally dissolved, surrendered, or terminated. Questions regarding the filing of these certificates should be directed to the NYS Department of State, Division of Corporations, Albany, NY 12231-0002 or by calling 518-423-2492. You are also advised to request Publication 110. “Information and Instructions for Termination of Business Corporations” from the Department of Taxation and Finance. Requests for this publication may be made by phone by calling 1-800-462-8100. Mail requests should be addressed to NYS Department of Taxation & Finance. Taxpayer Assistance Bureau, W.A. Harriman Campus, Albany NY 12227.
Penalty - failure to timely file this statement will be reflected in the department’s records as past due or delinquent any may later subject the corporation to a fine of $250. See Section 409 of the Business Corporation Law.
Filing Period - the filing period is the calendar month during which the original certificate of incorporation or application for authority was filed or the effective date that corporate existence began, if stated in the certificate of incorporation.
Filing - Fee: The statutory filing fee is $9.00. Checks and money orders must be made payable to the “Department of State.” DO NOT mail cash.
Send Entire form, completed, and with $9.00 fee, in the self-mailer envelope, to the Department of State, Division of Corporations, 41 State Street, Albany, NY 12231-0002.
Biennial Statement, Part C – Signing
JANICE CANNON |
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PRINT OR TYPE NAME OF SIGNER |
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| /s/ Janice Cannon | |
| SIGNATURE | |
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ASSISTANT SECRETARY |
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PRINT OR TYPE THE TITLE OR CAPACITY OF THE SIGNER |
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STATE OF NEW YORK |
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DEPARTMENT OF STATE |
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APR 09 2003 |
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MAKE NO MARKS BELOW THIS LINE |
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| By: | [ILLEGIBLE] |
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