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- S-4 Registration of securities issued in business combination transactions
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Exhibit 3.63
CERTIFICATE OF INCORPORATION
OF
TI MARKETING SERVICES INC.
I, the undersigned, for the purposes of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do execute this Certificate of Incorporation and do hereby certify as follows:
FIRST. The name of the corporation is TI Marketing Services Inc.
SECOND. The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington. County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.
THIRD. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
FOURTH. The total number of shares of stock which the corporation shall have authority to issue is 1000. All such shares are to be Common Stock, par value of $.01 per share, and are to be of one class.
FIFTH. The incorporator of the corporation is Lauren E. Klein, whose mailing address is 1271 Avenue of the Americas, New York, NY 10020.
SIXTH. Unless and except to the extent that theby-laws of the corporation shall so require, the election of directors of the corporation need not be by written ballot.
SEVENTH. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the corporation is expressly authorized to make, alter and repeal theby-laws of the corporation, subject to the power of the stockholders of the corporation to alter or repeal anyby-law whether adopted by them or otherwise.
EIGHTH. A director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.
NINTH. The corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article.
TENTH: The Effective Date of the Certificate of Incorporation is on January 1, 2011.
The undersigned incorporator hereby acknowledges that the foregoing Certificate of Incorporation is her act and deed on this 23 day of December, 2010.
/s/ Lauren E. Klein | ||
Lauren E. Klein | ||
Assistant Secretary |