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- 3.1.1 Restated Articles of Incorporation of Clear Channel Communications, Inc.
- 3.1.2 Certificate of Incorporation of Ackerly Broadcasting Operations, LLC
- 3.1.3 Certificate of Incorporation of Amfm Air Services, Inc.
- 3.1.4 Certificate of Incorporation of Amfm Broadcasting Licenses, LLC
- 3.1.5 Certificate of Incorporation of Amfm Broadcasting, Inc.
- 3.1.6 Certificate of Incorporation of Amfm Holdings, Inc.
- 3.1.7 Certificate of Incorporation of Amfm Inc.
- 3.1.8 Certificate of Incorporation of Amfm Michigan, LLC
- 3.1.9 Certificate of Incorporation of Amfm Operating Inc.
- 3.1.10 Certificate of Incorporation of Amfm Radio Group, Inc.
- 3.1.11 Certificate of Incorporation of Amfm Radio Licenses, LLC
- 3.1.12 Certificate of Incorporation of Amfm Shamrock Texas, Inc.
- 3.1.13 Certificate of Incorporation of Amfm Texas Broadcasting, LP
- 3.1.14 Certificate of Incorporation of Amfm Texas Licenses, LP
- 3.1.15 Certificate of Incorporation of Amfm Texas, LLC
- 3.1.16 Certificate of Incorporation of Broadcast Architecture, Inc.
- 3.1.17 Certificate of Incorporation of Broadcast Finance, Inc.
- 3.1.18 Certificate of Incorporation of Capstar Broadcasting Partners, Inc.
- 3.1.19 Certificate of Incorporation of Capstar Radio Operating Company
- 3.1.20 Certificate of Incorporation of Capstar TX Limited Partnership
- 3.1.21 Certificate of Incorporation of CC Broadcast Holdings, Inc
- 3.1.22 Certificate of Incorporation of CC Finco Holdings, LLC
- 3.1.23 Certificate of Incorporation of CC Licenses, LLC
- 3.1.24 Certificate of Incorporation of CCB Texas Licenses, Inc.
- 3.1.25 Certificate of Incorporation of Central Ny News, Inc.
- 3.1.26 Certificate of Incorporation of Christal Radio Sales, Inc.
- 3.1.27 Certificate of Incorporation of Cine Guarantors II, Inc.
- 3.1.28 Certificate of Incorporation of Citicasters Co.
- 3.1.29 Certificate of Incorporation of Citicasters Licenses, Inc.
- 3.1.30 Certificate of Incorporation of Clear Channel Aviation, LLC
- 3.1.31 Certificate of Incorporation of Clear Channel Broadcasting Licenses, Inc.
- 3.1.32 Certificate of Incorporation of Clear Channel Broadcasting, Inc.
- 3.1.33 Certificate of Incorporation of Clear Channel Capital I, LLC
- 3.1.34 Certificate of Incorporation of Clear Channel Collective Marketing, Inc.
- 3.1.35 Certificate of Incorporation of Clear Channel Company Store, Inc.
- 3.1.36 Certificate of Incorporation of Clear Channel Holdings, Inc.
- 3.1.37 Certificate of Incorporation of Clear Channel Indentity, Inc.
- 3.1.38 Certificate of Incorporation of Clear Channel Investments, Inc.
- 3.1.39 Certificate of Incorporation of Clear Channel Management. Services, Inc.
- 3.1.40 Certificate of Incorporation of Clear Channel Mexico Holdings, Inc.
- 3.1.41 Certificate of Incorporation of Clear Channel Real Estate, LLC
- 3.1.42 Certificate of Incorporation of Clear Channel Satellite Services, Inc.
- 3.1.43 Certificate of Incorporation of Clear Channel Wireless, Inc.
- 3.1.44 Certificate of Incorporation of Clearmart, Inc.
- 3.1.45 Certificate of Incorporation of Critical Mass Media, Inc.
- 3.1.46 Certificate of Incorporation of Jacor Broadcasting Corporation
- 3.1.47 Certificate of Incorporation of Jacor Broadcasting of Colorado, Inc.
- 3.1.48 Certificate of Incorporation of Jacor Broadcasting of Denver, Inc.
- 3.1.49 Certificate of Incorporation of Jacor Communications Company
- 3.1.50 Certificate of Incorporation of Katz Communications, Inc.
- 3.1.51 Certificate of Incorporation of Katz Media Group, Inc.
- 3.1.52 Certificate of Incorporation of Katz Millennium Sales & Marketing Inc.
- 3.1.53 Certificate of Incorporation of Katz Net Radio Sales, Inc.
- 3.1.54 Certificate of Incorporation of Ktzmedia Corporation
- 3.1.55 Certificate of Incorporation of M Street Corporation
- 3.1.56 Certificate of Incorporation of Premiere Radio Networks, Inc.
- 3.1.57 Certificate of Incorporation of Radio-active Media, Inc.
- 3.1.58 Certificate of Incorporation of Terrestrial RF Licensing, Inc.
- 3.1.59 Certificate of Incorporation of the New Research Group, Inc.
- 3.2.1 Amended & Restated By-laws of Clear Channel Cummunications, Inc.
- 3.2.2 By-laws of Ackerley Broadcasting Operations, LLC
- 3.2.3 By-laws of Amfm Air Services, Inc.
- 3.2.4 By-laws of Amfm Broadcasting Licenses, LLC
- 3.2.5 By-laws of Amfm Broadcasting, Inc.
- 3.2.6 By-laws of Amfm Holdings Inc.
- 3.2.7 By-laws of Amfm Inc.
- 3.2.8 By-laws of Amfm Michigan, LLC
- 3.2.9 By-laws of Amfm Operating Inc.
- 3.2.10 By-laws of Amfm Radio Group, Inc.
- 3.1.11 By-laws of Amfm Radio Licenses, LLC
- 3.1.12 By-laws of Amfm Shamrock Texas, Inc.
- 3.2.13 By-laws of Amfm Texas Broadcasting, LP
- 3.2.14 By-laws of Amfm Texas Licenses, LP
- 3.2.15 By-laws of Amfm Texas, LLC
- 3.2.16 By-laws of Broadcast Architecture, Inc.
- 3.2.17 By-laws of Broadcast Finance, Inc.
- 3.2.18 By-laws of Capstar Broadcasting Partners, Inc.
- 3.2.19 By-laws of Capstar Radio Operating Company
- 3.2.20 By-laws of Capstar TX Limited Partnership
- 3.2.21 By-laws of CC Broadcast Holdings, Inc.
- 3.2.22 By-laws of CC Finco Holdings, LLC
- 3.2.23 By-laws of CC Licenses, LLC
- 3.2.24 By-laws of CCB Texs Licenses, Inc.
- 3.2.25 By-laws of Central Ny News, Inc.
- 3.2.26 By-laws of Christal Radio Sales, Inc.
- 3.2.27 By-laws of Cine Guarantors II, Inc.
- 3.2.28 By-laws of Citicasters Co.
- 3.2.29 By-laws of Citicasters Licenses, Inc.
- 3.2.30 By-laws of Clear Channel Aviation, LLC
- 3.2.31 By-laws of Clear Channel Broadcasting Licenses, Inc.
- 3.2.32 By-laws of Clear Channel Broadcasting, Inc.
- 3.2.33 By-laws of Clear Channel Capital I, LLC
- 3.2.34 By-laws of Clear Channel Collective Marketing, LLC
- 3.2.35 By-laws of Clear Channel Company Store, Inc.
- 3.2.36 By-laws of Clear Channel Holdings, Inc.
- 3.2.37 By-laws of Clear Channel Indentity, Inc.
- 3.2.38 By-laws of Clear Channel Investments, Inc.
- 3.2.39 By-laws of Clear Channel Management Services, Inc.
- 3.2.40 By-laws of Clear Channel Mexico Holdings, Inc.
- 3.2.41 By-laws of Clear Channel Real Estate, LLC
- 3.2.42 By-laws of Clear Channel Satellite Services, Inc.
- 3.2.43 By-laws of Clear Channel Wireless, Inc.
- 3.2.44 By-laws of Clearmart, Inc.
- 3.2.45 By-laws of Critical Mass Media, Inc.
- 3.2.46 By-laws of Jacor Broadcasting Corporation
- 3.2.47 By-laws of Jacor Broadcasting of Colorado, Inc.
- 3.2.48 By-laws of Jacor Broadcasting of Denver, Inc.
- 3.2.49 By-laws of Jacor Communications Company
- 3.2.50 By-laws of Katz Communications, Inc.
- 3.2.51 By-laws of Katz Media Group, Inc.
- 3.2.52 By-laws of Katz Millennium Sales& Marketing Inc.
- 3.2.53 By-laws of Katz Net Radio Sales, Inc.
- 3.2.54 By-laws of Ktzmedia Corporation
- 3.2.55 By-laws of M Street Corporation
- 3.2.56 By-laws of Premiere Radio Networks, Inc.
- 3.2.57 By-laws of Radio-active Media, Inc.
- 3.2.58 By-laws of Terrestrial RF Licensing, Inc.
- 3.2.59 By-laws of the New Research Group, Inc.
- 5.1 Opinion of Ropes & Gray LLP
- 5.2 Opinion of Cox Smith Matthews Incorporated
- 12 Statement of Computation of Ratio of Earnings to Fixed Charges
- 21 List of Subsidiaries
- 23.1 Consent of Ernst & Young LLP
- 25 Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to Brokers-dealers
- 99.4 Form of Letter to Clients
Exhibit 3.1.29
CERTIFICATE OF FORMATION
OF
CITICASTERS LICENSES, INC.
Pursuant to the provisions of the Texas Business Organizations Code (the“TBOC”), and pursuant to the plan of conversion and certificate of conversion approved in accordance with the TBOC, this Certificate of Formation is filed with the Secretary of State of the State of Texas.
ARTICLE I
The name of the filing entity is Citicasters Licenses, Inc. (the“Corporation”).
ARTICLE II
The Corporation is a domestic for-profit corporation.
ARTICLE III
The Corporation is organized for the purpose of transacting any and all lawful business for which corporations may be organized under the laws of the State of Texas.
ARTICLE IV
The aggregate number of shares that the Corporation shall have authority to issue is 1,000 shares of common stock, par value $0.01 each.
ARTICLE V
The street address of the initial registered office of the Corporation is 701 Brazos Street, Suite 1050, Austin, Texas 78701, and the name of the Corporation’s initial registered agent at such address is Corporation Service Company.
ARTICLE VI
The number of directors constituting the initial Board is three (3), and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are duly elected and qualified are as follows:
NAME | ADDRESS | |
L. Lowry Mays | 200 E. Basse Road | |
San Antonio, Texas 78209 | ||
Randall T. Mays | 200 E. Basse Road | |
San Antonio, Texas 78209 | ||
Mark P. Mays | 200 E. Basse Road | |
San Antonio, Texas 78209 |
ARTICLE VII
No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for an act or omission in the director’s capacity as a director, except for liability for any of the following:
(a) | a breach of the director’s duty of loyalty to the Corporation or its shareholders; |
(b) | an act or omission not in good faith that constitutes a breach of the director’s duty to the Corporation; |
(c) | an act or omission not in good faith that involves intentional misconduct or a knowing violation of the law; |
(d) | a transaction from which the director received an improper benefit, regardless of whether the benefit resulted from an action taken within the scope of the director’s duties; or |
(e) | an act or omission for which the director’s liability is expressly provided by an applicable statute. |
If the TBOC is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the TBOC, as so amended. Any repeal or modification of this Article VII shall be prospective only and shall not adversely affect any limitation on the personal liability of a director at the time of such repeal or modification.
ARTICLE VIII
The Corporation shall indemnify its directors and officers from and against any and all liabilities, costs and expenses incurred by them in such capacities as and to the fullest extent permitted under the TBOC, as presently in effect and as hereafter amended, and shall have the power to purchase and maintain liability insurance for those persons or make other arrangements on such person’s behalf as and to the fullest extent permitted by the TBOC, as presently in effect and as hereafter amended.
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ARTICLE IX
The Corporation is formed under a plan of conversion. The following information relates to the converting entity:
Name: | Citicasters Licenses, LP | |
Address: | 200 E. Basse Road, San Antonio, Texas 78209 | |
Date of formation: | 5/31/2001 | |
Prior form of organization: | Limited Partnership | |
Jurisdiction of organization: | Nevada |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned has caused this Certificate of Formation to be duly executed on the 12th day of December 2008.
CITICASTERS LICENSES, LP | ||||
By: | CLEAR CHANNEL GP, LLC, | |||
its general partner | ||||
By: | /s/ Scott T. Bick | |||
Scott T. Bick, Vice President/Corporate Tax |
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