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Exhibit 3.120
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
Article I is hereby amended and restated as follows:
The name of the corporation is: Ticketmaster Group, Inc.
(originally incorporated on January 20, 1988 as Ticketmaster
Holdings Group, Ltd., and effective upon filing Articles of
Amendment on September 22, 1994, the name was changed to
Ticketmaster Group, Inc., and effective upon filing the
Articles of Merger reflecting the amendment to the Articles of
Incorporation on June 24 1998, the name was changed to Brick
Acquisition Corp.)
Article 2 is hereby amended and restated as follows:
The name and address of the registered agent and registered
office are:
Registered Agent: Prentice-Hall Corporation System, Inc.
Registered Office: 33 North LaSalle Street
Chicago, Illinois 60602 (Cook County)
Article 3 is hereby amended and restated as follows:
The purpose for which the corporation is organized is:
To engage in any lawful act or activity for which a
corporation may be organized under the Business
Corporation Act of 1983 of the State of Illinois, as
amended from time to time (the "BCA").
Article 4 is hereby amended and restated as follows:
Paragraph 1: The authorized shares, issued shares and
consideration received are:
The corporation is authorized to issue 100,000,000
shares of common stock $0.01 par value per share, of
which 1,000 shares are issued. The paid-in capital of
the corporation is $154,630,868.00.
Paragraph 2: Cumulative voting rights for all shares in all
circumstances are denied.
Article 5 is hereby amended and shall read as follows:
The corporation shall, to the fullest extent permitted by
Section 8.75 of the BCA, indemnify all officers and directors
of the corporation and advance expenses reasonably incurred by
all officers and directors of the corporation.
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Article 6 is hereby amended and shall read as follows:
To the fullest extent permitted by the BCA, a director of the
corporation shall not be liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty
as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its
shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under Section 8.65 of the BCA or (iv) for any
transaction from which the director derived an improper
personal benefit.
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The manner if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares, or a reduction of
the number of authorized shares of any class below the number of issued
shares of that class, provided for or effected by this amendment, is as
follows: (If not applicable , insert "No change")
No change
(a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid-in capital (Paid-in capital
replaces the terms Stated Capital and Paid-in Surplus and is equal to
the total of these accounts) is as follows: (If not applicable, insert
"No change")
No change
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (If not
applicable, insert "No change")
No change
Before Amendment After Amendment
Paid-in Capital $__________ $__________
(Complete either item 6 or 7 below. All signatures must be in BLACK INK.)
The undersigned corporation has caused this statement to be signed by its duly
authorized officers, each of whom affirms, under penalties of perjury, that the
facts stated herein are true.
Dated June 24, 1998 Brick Acquisition Corp.
(Exact Name of Corporation at date of execution)
attested by /s/ Roger W. Clark by /s/ Thomas Kuhn
___________________ _______________
(Signature of Secretary or (Signature of President or
Assistant Secretary Vice President)
Roger Clark, Secretary Thomas J. Kuhn, President
______________________ _________________________
(Type or Print Name and Title) (Type or Print Name and Title)
If amendment is authorized pursuant to Section 10.10 by the incorporators, the
incorporators must sign below, and type or print name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10 and there
are no officers, then a majority of the directors or such directors as may be
designated by the board, must sign below, and type or print name and title.
The undersigned affirms, under the penalties of perjury, that the facts stated
herein are true.
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Dated __________, 19 ___
______________________________ ______________________________
______________________________ ______________________________
______________________________ ______________________________
______________________________ ______________________________
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1131.0683 NOTES and INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of the
office of the Secretary of State. BEFORE any amendments herein
reported.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares
have been issued and before any directors have been names or elected.
(Section 10.10)
NOTE 3: Directors may adopt amendments without shareholder approval in only
seven instances, as follows:
(a) to remove the names and addresses of directors names in the
articles of incorporation;
(b) to remove the name and address of the initial registered agent and
registered office, provided a statement pursuant to Section 5.10 is
also filed;
(c) to increase, decrease, create or eliminate the par value of the
shares of any class, so long as no class or series of shares is
adversely affected.
(d) to split the issued whole shares and unissued authorized shares by
multiplying them by a whole number, so long as no class or series
is adversely affected thereby;
(e) to change the corporate name by substituting the word
"corporation", "incorporated", "company", "limited", or the
abbreviation "corp.", "inc.", "co.", or "ltd." for a similar word
or abbreviation in the name, or by adding a geographical
attribution to the name;
(f) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance with Section 9.05,
(g) to restate the articles of incorporation as currently amended.
(Section 10.15)
NOTE 4: All amendments not adopted under Section 10.10 or Section 10.15 require
(1) that the board of directors adopt a resolution setting forth the
proposed amendment and (2) that the shareholders approve the amendment.
Shareholder approval may be (1) by vote at a shareholders' meeting
(either annual or special) or (2) by consent, in writing, without a
meeting.
To be adopted, the amendment must receive the affirmative vote or
consent of the holders of at least 2/3 of the outstanding shares
entitled to
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vote on the amendment (but if class voting applies, then also at least
a 2/3 vote within each class is required).
The articles of incorporation may supersede the 2/3 vote requirement by
specifying any smaller or large vote requirement not less than a
majority of the outstanding shares entitled to vote and not less than a
majority within each class when class voting applies.
(Section 10.20)
NOTE 5: When shareholder approval is by consent, all shareholders must be given
notice of the proposed amendment at least 5 days before the consent is
signed. If the amendment is adopted, shareholders who have not signed
the consent must be promptly notified of the passage of the amendment.
(Sections 7.10 & 10.20)
C-173.9
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