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- S-4 Registration of securities issued in business combination transactions
- 3.1 Certificate of Incorporation of WMG Acquisition Corp.
- 3.37 Certificate of Incorporation of En Acquisition Corp.
- 3.38 By-laws of En Acquisition Corp.
- 3.45 Certificate of Change of Inside Job, Inc.
- 3.47 Certificate of Amendment of Certificate of Incorporation of Insound Acquisition
- 3.53 Articles of Incorporation of J. Ruby Productions, Inc.
- 3.54 By-laws of J. Ruby Productions, Inc.
- 3.59 Certificate of Incorporation of Maverick Partner Inc.
- 3.60 By-laws of Maverick Partner Inc.
- 3.73 Certificate of Incorporation of Non-stop Music Holdings, Inc.
- 3.74 Bylaws of Non-stop Music Holdings, Inc.
- 3.81 Articles of Incorporation of Rep Sales, Inc.
- 3.82 By-laws of Rep Sales, Inc.
- 3.83 Certificate of Incorporation of Restless Acquisition Corp.
- 3.84 By-laws of Restless Acquisition Corp.
- 3.93 Certificate of Incorporation of Roadrunner Records, Inc.
- 3.94 By-laws of Roadrunner Records, Inc.
- 3.97 Certificate of Incorporation of Ryko Corporation
- 3.98 By-laws of Ryko Corporation
- 3.99 Articles of Incorporation of Rykodisc, Inc.
- 3.100 By-laws of Rykodisc, Inc.
- 3.101 Articles of Incorporation of Rykomusic, Inc.
- 3.102 By-laws of Rykomusic, Inc.
- 3.105 Charter of Six-fifteen Music Productions, Incorporated
- 3.106 By-laws of Six-fifteen Music Productions, Inc.
- 3.109 Articles of Incorporation of Summy-birchard, Inc.
- 3.110 By-laws of Summy-birchard, Inc.
- 3.113 Certificate of Incorporation of the All Blacks U.s.a., Inc.
- 3.114 By-laws of the All Blacks U.s.a., Inc.
- 3.123 Certificate of Incorporation of T.y.s., Inc.
- 3.124 By-laws of T.y.s., Inc.
- 3.145 Certificate of Amendment of Certificate of Inc. of Warner Music Group Inc.
- 3.159 Certificate of Amendment of Certificate of Inc. of Warner/chappell Music, Inc
- 3.161 Cert. of Amend. of Cert. of Inc. of Warner/chappell Production Music, Inc
- 3.162 By-laws of Warner/chappell Production Music, Inc.
- 3.176 By-laws of Wbm/house of Gold Music, Inc.
- 3.178 By-laws of WBR Management Services Inc.
- 3.197 Certificate of Assumed Name of Alternative Distribution Alliance
- 3.198 Partnership Agreement of Alternative Distribution Alliance
- 3.200 Partnership Agreement of Maverick Recording Company
- 3.201 Articles of Organization of 615 Music Library, LLC
- 3.202 LTD. Liability Co. Agreement of 615 Music Library, LLC
- 3.203 Certificate of Formation of Atlantic Pix LLC
- 3.204 Limited Liability Company Agreement of Atlantic Pix LLC
- 3.205 Articles of Organization of Artist Arena International, LLC
- 3.206 Limited Liability Company Agreement of Artist Arena International, LLC
- 3.207 Articles of Organization of Artist Arena LLC
- 3.208 LTD. Liability Co. Agreement of Artist Arena LLC
- 3.209 Certificate of Amendment of Asylum Records LLC
- 3.211 Certificate of Formation of Atlantic Mobile LLC
- 3.212 Limited Liability Company Agreement of Atlantic Mobile LLC
- 3.213 Certificate of Formation of Atlantic Productions LLC
- 3.214 Limited Liability Company Agreement of Atlantic Productions LLC
- 3.215 Certificate of Formation of Atlantic Scream LLC
- 3.216 Limited Liability Company Agreement of Atlantic Scream LLC
- 3.219 Certificate of Formation of BB Investments LLC
- 3.220 Limited Liability Company Agreement of BB Investments LLC
- 3.221 Certificate of Formation of Bulldog Entertainment Group LLC
- 3.222 Limited Liability Co. Agmt. of Bulldog Entertainment Group LLC
- 3.223 Articles of Organization of Bulldog Island Events LLC
- 3.224 Limitedtd Liability Co. Agmt. of Bulldog Island Events LLC
- 3.227 Certificate of Formation of Choruss LLC
- 3.228 Limited Liability Company Agreement of Choruss LLC
- 3.229 Certificate of Formation of Cordless Recordings LLC
- 3.230 Limited Liability Company Agreement of Cordless Recordings LLC
- 3.231 Certificate of Amendment of East West Records LLC
- 3.233 Certificate of Formation of FBR Investments LLC
- 3.234 Limited Liability Company Agreement of FBR Investments LLC
- 3.235 Certificate of Formation of Ferret Music Holdings LLC
- 3.236 Limited Liability Co. Agmt. of Ferret Music Holdings LLC
- 3.237 Certificate of Formation of Ferret Music LLC
- 3.238 Limited Liability Company Agreement of Ferret Music LLC
- 3.239 Certificate of Formation of Ferret Music Management LLC
- 3.240 Limited Liability Co. Agmt. of Ferret Music Management LLC
- 3.241 Certificate of Formation of Ferret Music Touring LLC
- 3.242 Limited Liability Co. Agmt. of Ferret Music Touring LLC
- 3.244 Limited Liability Company Agreement of Foz Man Music LLC
- 3.245 Certificate of Formation of Fueled by Ramen LLC
- 3.246 Limited Liability Co. Agreement of Fueled by Ramen LLC
- 3.247 Certificate of Formation of Lva Records LLC
- 3.248 Limited Liability Company Agreement of Lava Records LLC
- 3.251 Certificate of Formation of Made of Stone LLC
- 3.252 Limited Liability Company Agreement of Made of Stone LLC
- 3.253 Articles of Organization of Non-stop Cataclysmic Music, LLC
- 3.255 Articles of Organization of Non-stop International Publishing, LLC
- 3.257 Articles of Orginization of Non-stop Music Publishing, LLC
- 3.259 Articles of Conversion of Non-stop Outrageous Publishing, LLC
- 3.261 Articles of Organization of Non-stop Productions, LLC
- 3.263 Articles of Organization of P&C Publishing LLC
- 3.264 Limited Liability Company Agreement of P&C Publishing LLC
- 3.266 Limited Liability Company Agreement of Penalty Records, L.L.C.
- 3.267 Certificate of Formation of Perfect Game Recording Company LLC
- 3.268 Limited Liability Company Agreement of Perfect Game Recording Company LLC
- 3.269 Certificate of Formation of Rhino Name & Likeness Holdings, LLC
- 3.270 Limited Liability Company Agreement of Rhino Name & Likeness Holdings, LLC
- 3.271 Certificate of Formation of Rhino/fse Holdings, LLC
- 3.272 Limited Liability Co. Agmt. of Rhino/fse Holdings, LLC
- 3.274 Limited Liability Company Agreement of T-boy Music, L.L.C.
- 3.276 Limited Liability Company Agreement of T-girl Music, L.L.C.
- 3.277 Certificate of Formation of the Biz LLC
- 3.278 Limited Liability Company Agreement of the Biz LLC
- 3.279 Certificate of Formation of Upped.com LLC
- 3.280 Limited Liability Company Agreement of Upped.com LLC
- 3.281 Certificate of Formation of WMG Artist Brand LLC
- 3.282 Limited Liability Co. Agmt. of Brand Asset Group, LLC
- 3.283 Certificate of Formation of Warner Music Distribution LLC
- 3.284 Limited Liability Company Agreement of Warner Music Distribution LLC
- 3.285 Articles of Organization of Warner Music Nashville LLC
- 3.286 LTD. Liability Agreement of Warner Music Nashville LLC
- 3.289 Articles of Organization of Non-stop Music Library, L.C.
- 5.1 Opinion of Debevoise & Plimpton LLP
- 5.2 Opinion of Richards, Layton & Finger, P.a.
- 5.3 Opinion of the Stein Law Firm
- 5.4 Opinion of Rothgerber Johnson & Lyons LLP
- 5.5 Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
- 5.6 Opinion of Mccarter & English LLP
- 5.7 Opinion of Van Cott, Bagley, Cornwall & Mccarthy, P.C.
- 5.8 Opinion of Dorsey & Whitney LLP
- 12.1 Computation of Ratio of Earnings to Fixed Charges
- 21.1 List of Subsidiaries
- 23.1 Consent of Ernst & Young LLP
- 25.1 Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Instructions
- 6 Mar 12 Registration of securities issued in business combination transactions (amended)
- 25 Jan 12 Registration of securities issued in business combination transactions
- 9 Feb 05 Registration of securities issued in business combination transactions (amended)
- 24 Jan 05 Registration of securities issued in business combination transactions (amended)
- 21 Jan 05 Registration of securities issued in business combination transactions (amended)
Exhibit 3.159
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
*****
Warner/Chappell Music, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted resolutions proposing and declaring advisable the elimination of the series of preferred stock and the amendment to the Certificate of Incorporation of said corporation, as follows:
RESOLVED, that the Board of Directors hereby recommends the elimination from the Certificate of Incorporation of the Corporation of all references to the previously authorized series of Preferred Stock as none of the authorized shares of Preferred Stock are outstanding and none will be issued.
RESOLVED, that the Boyd of Directors hereby recommends that Article FOURTH of the Certificate of Incorporation of the Corporation be amended by striking out the whole of Article FOURTH thereof as it now exists and inserting in lieu and instead thereof a new Article FOURTH to read in its entirety as follows:
“FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 2,000 shares of capital stock, each share having a par value of one cent ($0.01).”
RESOLVED, that the Board of Directors hereby recommends that the aforementioned amendments be submitted to the stockholders of the Corporation for the purpose of approval and adoption of said amendment; and
RESOLVED, that upon stockholder approval of the aforementioned amendments, any officer of the Corporation be, and they hereby are, authorized and directed to execute a Certificate of Amendment to the Certificate of Incorporation of the Corporation and to file such Certificate of Amendment with the Secretary of State of the State of Delaware, and to take such other action as is required to implement the foregoing resolution.
SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.
FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on April 21, 2006.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by Paul Robinson, its Vice President, this 20th day of April, 2006.
/s/ Paul Robinson |
By: Paul Robinson |
Title: Vice President |
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