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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 3.1.45
ARTICLES OF INCORPORATION
OF
TASTEMORE CORPORATION
The undersigned, desiring to form a corporation for profit, under the General Corporation Laws of Ohio (Revised Code 1701.01, et seq.), does hereby certify:
FIRST: The name of said corporation shall be:
TASTEMORE CORPORATION
SECOND: The place in Ohio where its principal office is to be located is the City of Cincinnati, County of Hamilton.
THIRD: The purpose or purposes for which the corporation is formed are:
Any lawful act or activity for which corporations may be formed under Sections 1701.01 through 1701.98, inclusive, of the Revised Code.
FOURTH: The maximum number of shares which the corporation is authorized to have outstanding is Seven Hundred Fifty (750) shares of common stock, all of which shall have no par value.
FIFTH: The amount of stated capital with which the corporation will begin business is Five Hundred ($500.00) Dollars.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 14th day of December, 1987.
/s/ Lori Higdon |
Lori Higdon, Incorporator |
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Page 3
ORIGINAL APPOINTMENT OF AGENT
KNOW ALL MEN BY THESE PRESENTS:
The undersigned being the sole incorporator of Tastemore Corporation hereby appoints Lori Higdon whose address is 3574 Michigan Avenue, Cincinnati, Ohio 45208, a resident of Hamilton County, Ohio as the person on whom process, tax notices and demands against Tastemore Corporation may be served.
/s/ Lori Higdon |
Lori Higdon, Incorporator |
Cincinnati, Ohio |
December 14, 1987 |
Hamilton County
Cincinnati, Ohio
Gentlemen:
I hereby accept the appointment as the representative of your company upon whom process, tax notices or demands may be served.
/s/ Lori Higdon |
Lori Higdon |
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Page 4
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
TASTEMORE CORPORATION
1. | The Articles of Incorporation of Tastemore Corporation were filed with the Secretary of State of Ohio on the 18th day of December, 1987. |
2. | It is necessary to amend said Articles of Incorporation to change the name of said corporation to Critical Mass Media, Inc. |
3. | Jacor Communications, Inc., the sole shareholder of Tastemore Corporation, approved of such amendment by written resolution, attached hereto. |
4. | Article First of said Articles of Incorporation is therefore amended to read as follows: |
“First: The name of said corporation shall be Critical Mass Media, Inc.”
IN WITNESS WHEREOF, we have hereunto set our hands this 17th day of February, 1988.
/s/ Frank E. Wood |
Frank E. Wood, President |
/s/ Alan C. Rosser |
Alan C. Rosser, Assistant Secretary |
SMY–0238
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