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Exhibit 3.122
FORM BCA-47 ARTICLES OF INCORPORATION
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FORM BCA ARTICLES OF INCORPORATION (Do not write in this space)
Date Paid
Filing Requirements - Present 2 originally Initial License Fee $
signed and fully executed copies in Franchise Tax $
exact duplicate Filing Fee $
For inserts - Use White Paper - Size 8-1/2 x 11 Clerk $
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TO: JIM EDGAR, Secretary of State
I/We, the Incorporator(s), being one or more natural persons of the age of
twenty-one years or more or a corporation for the purpose of forming a
corporation under "The Business Corporation Act" of the State of Illinois, do
hereby adopt the following Articles of Incorporation:
ARTICLE ONE The Name of the corporation is: Ticketmaster Corporation
ARTICLE TWO The name and address of the initial registered agent and
registered office are:
Registered Agent Norman J. Gantz
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First Name Middle Name Last Name
Registered Office 208 South LaSalle Street 1000
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Number Street (Do not use P.O. Box) Suite #
Chicago, 60604 Cook
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City Zip Code County
ARTICLE THREE The duration of the corporation is [x] perpetual OR 45 years.
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ARTICLE FOUR The purposes for which the corporation is organized are:
To engage in the transaction of any or all lawful
business for which corporations may be incorporated
under the Illinois Business Corporation Act
ARTICLE FIVE Paragraph 1. The number of shares which the corporation shall
be authorized to issue, itemized by class, series and par
value, if any, is:
Class Series Par Value per share Number of shares authorized
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See Exhibit A attached hereto
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Paragraph 2: The preferences, qualifications,
limitations restrictions and the special or relative
rights in respect of the shares of each class are:
See Exhibit A attached hereto
ARTICLE SIX The number of shares which the corporation proposes to issue
without further report to the Secretary of State, itemized by
class, series, and par value, if any, and the consideration to
be received by the corporation therefor (expressed in dollars)
are:
Par value Number of shares Total Consideration
Class Series per share to be issued to be received therefor
------------ --------------- ------------------ -------------------- ----------------------------
Common -- $.01 1,000 $ 1,000.00
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$
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$
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$
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*(Use NPV if no Par Value) Total $ 1,000.00
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ARTICLE SEVEN The corporation will not commence business until at least one
thousand dollars has been received as consideration for the
issuance of shares.
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ARTICLE EIGHT The number of directors to be elected at the first
meeting of the shareholders is [5]
SEE EXHIBIT B ATTACHED HERETO
ARTICLE NINE (Complete EITHER A or B)
[x] A. All the property of the corporation is to be
located in this State and all of its business is to be
transacted at or from places of business in this
State, or the incorporator(s) elect to pay the initial
franchise tax on the basis of the entire consideration
to be received for the issuance of shares.
[ ] B. Paragraph 1: It is estimated that the value of all
property to be owned by the corporation for the
following year wherever located will be $
Paragraph 2: It is estimated that the value of the
property to be located within the State of
Illinois during the following year will be $
Paragraph 3: It is estimated that the gross amount
of business which will be transacted by the
corporation during the following year will be $
Paragraph 4: It is estimated that the gross amount
of business which will be transacted at or from
places of business in the State of Illinois during
the following year will be: $
I/WE the incorporator(s) declare that I/we have examined the foregoing Articles
of Incorporation and that the statements contained therein are, to the best of
my/our knowledge and belief, true correct and complete.
Executed this 7th day of February , 1984.
(Signatures must be in ink. Carbon copy, xerox or rubber stamp signatures are
not acceptable.)
NOTE: If a corporation acts as incorporator the name of the corporation and the
state of incorporation shall be shown and the execution must be by its President
or Vice-President and verified by him, and the corporate seal shall be affixed
and attested by its Secretary or an Assistant Secretary.
Signature and Names
1. /s/Cynthia Gebel Wolf
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Signature
Cynthia Gebel Wolf
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Name (please print)
2.
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Signature
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Name (please print)
3.
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Signature
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Name (please print)
Post Office Address
1. 208 South LaSalle Street
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Street
Chicago, Illinois 60604
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City/Town State Zip
2.
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Street
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City/Town State Zip
3.
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Street
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City/Town State Zip
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EXHIBIT A
ARTICLE FIVE
Paragraph 1: The number of shares which the corporation shall be authorized
to issue, itemized by class, series and par value, if any, is
Par Value Number of Shares
Class Series Per Share Authorized
----- ------ --------- ----------
Common $.01 25,000,000
Preferred I $.10 10,000,000
Preferred II $.10 1,160,000
Preferred Undesignated $.10 3,840,000
Paragraph 2: The preferences, qualifications, limitations, restrictions
and the special or relative rights in respect of the shares of each class are:
No holder of any class or series of stock of the corporation shall have
any preemptive rights to subscribe for additional shares of stock of the
corporation. No holders of any class or series of voting stock of the
corporation shall be entitled to cumulate their votes for the election of
directors of the corporation. Whenever a vote of shareholders is required by law
or these Articles of Incorporation to approve amendments to the Articles of
Incorporation, or any merger, consolidation or the sale of substantially all of
the assets of the corporation outside of the ordinary course of business, such
approval shall require affirmative vote of the minimum number of shares
permitted by Illinois law at the date such vote is taken, but in no event less
than a majority of the total outstanding shares entitled to vote and, if
required by law, a majority of the outstanding shares of each class and series
of shares entitled to vote as a separate class in respect thereof.
Each issued and outstanding share of Common Stock will entitle the
holder thereof to one (1) vote on any matters submitted to a vote or for consent
of shareholders. Except as otherwise set forth in these Articles of
Incorporation, issued and outstanding shares of Preferred Stock will not be
entitled to vote.
The Board of Directors is authorized to provide from time to time for
the issuance of shares of Preferred Stock and to fix from time to time, before
issuance, the designation, preferences and privileges of the shares of each
series of Preferred Stock and the restrictions or qualifications thereof,
including, without limiting the generality of the foregoing, the following:
(a) The serial designation and authorized number of shares;
(b) The dividend rate, the date or dates to which such dividends
will be payable and the extent to which such dividends may be
cumulative;
(c) The amount or amounts to be received by the holders in the
event of voluntary or involuntary dissolution or liquidation
of the corporation;
(d) Whether such shares may be redeemed, and if so, the price or
prices at which the shares may be redeemed and any terms,
conditions and limitations upon such redemption;
(e) Any sinking fund provisions for redemption or purchase of
shares of such series;
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(f) The terms and conditions, if any, on which shares may be
converted, at the election of the holders thereof, into shares
of other capital stock or of other series of the Preferred
Stock of the corporation; and
(g) As to any series designated after July 1, 1984, the voting
rights, if any.
The Board of Directors may also from time to time:
(a) Alter, without limitation or restriction, the rights,
preferences, privileges and restrictions granted to or imposed
upon any wholly unissued series of Preferred Stock; and
(b) Within the limits or restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the
number of shares constituting any series, increase or decrease
(but not below the number of shares then outstanding) the
number of shares of any such series subsequent to the issuance
of shares of that series.
Each series of Preferred Stock may, in preference to the Common Stock,
be entitled to dividends from funds or other assets legally available therefor,
at such rates, payable at such times and cumulative to such extent as may be
determined and fixed by the Board of Directors pursuant to the authority herein
conferred upon it.
Each series of Preferred Stock may be subject to redemption in whole or
in part at such price or prices and on such terms, conditions and limitations as
may be determined and fixed by the Board of Directors prior to the issuance of
such series. Unless otherwise determined by the Board of Directors by
authorizing resolution, if less than all of the shares of any series of the
Preferred Stock are to be redeemed, they will be selected in such manner as the
Board of Directors shall then determine. Nothing herein contained is to limit
any right of the corporation to purchase or otherwise acquire any shares of any
series of Preferred Stock. Any shares of Preferred Stock redeemed or otherwise
acquired by the corporation will have the status of authorized and unissued
shares, undesignated as to series, and may thereafter, in the discretion of the
Board of Directors and to the extent permitted by law, be sold or reissued from
time to time as part of another series or (unless prohibited by the terms of
such series as fixed by the Board of Directors) of the same series, subject to
the terms and conditions herein set forth.
SERIES I PREFERRED STOCK. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series I Preferred Stock are as
follows:
(a) DIVIDENDS. The holders of Series I Preferred Stock shall have
the right to receive, as and when declared payable from time
to time by the Board of Directors from funds legally available
therefor, a preferential dividend of $.12 per share per annum
and no more. Such dividends shall be payable only to the
extent that the corporation has cumulative earnings sufficient
therefor. Dividends on the shares of Series I Preferred Stock
accruing with respect to each "dividend year" (as defined
below) shall be payable annually as determined by the Board of
Directors, but in no event later than 120 days after the end
of each "dividend year" (the "dividend payment date"). Such
dividend shall be payable to holders of record on a date to be
fixed by the Board of Directors, such date to be not more than
120 days preceding the dividend payment
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date. For the purposes hereof, the period comprising a
"dividend year" shall be concurrent with the then fiscal year
of the corporation.
(b) Redemption. The corporation may, at its option, at any time on
or after January 1, 1985, redeem all or any part of the then
outstanding Series I Preferred Stock in an amount per share
equal to all dividends declared and unpaid to the date fixed
for redemption plus a redemption amount determined as follows:
If the date fixed for redemption is during
the 12-month period beginning January 1: Redemption Amount
1985 $1.10
1986 $1.08
1987 $1.06
1988 $1.04
1989 $1.02
1990 and thereafter $1.00
The aforesaid redemption amount plus the declared and unpaid
dividends are referred to herein as the "redemption price". If
less than all shares of Series I Preferred Stock are to be
redeemed, the shares of such series to be redeemed shall be
chosen by lot or pro rata in such manner as the Board of
Directors may determine.
Not less than 30 days prior to the date fixed for redemption,
a notice specifying the time and place thereof shall be given
by mail to the holders of record of Series I Preferred Stock
to be redeemed at their respective addresses as the same shall
appear on the stock books of the corporation, but no failure
to mail such notice or defect therein or in the mailing
thereof shall affect the validity of the proceedings for such
redemption except as to the holder to whom the corporation has
failed to mail such notice or except as to the holder whose
notice was defective. Any notice which was mailed in the
manner herein provided shall be conclusively presumed to have
been duly given whether or not the holder receives the notice.
At any time after notice of redemption has been given in the
manner prescribed above, the corporation may deposit the
aggregate redemption price in trust with a bank or trust
company (in good standing, organized under the laws of the
United States or of the State of Illinois) named in such
notice, for payment on the date fixed for redemption to the
holders of the shares so to be redeemed, upon surrender (and
endorsement if required by the Board of Directors) of the
certificates for such shares.
Upon such redemption date (unless the corporation shall
default in payment or deposit of the redemption price as set
forth in such notice), such holders shall cease to be
shareholders with respect to such shares and shall have no
interest in or claim against the corporation and shall have no
voting or other rights with respect to such shares except the
right to receive the monies payable upon such redemption from
such bank or trust company, or from the corporation, without
interest thereon, upon surrender (and endorsement, if required
by the Board of Directors) of the certificates; and the shares
represented thereby shall no longer be deemed to be
outstanding. In
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the event the holder of any such shares of the Series I
Preferred Stock shall not, within six years after such
deposit, claim the amount deposited as above stated for the
redemption thereof, the depositary shall, upon demand, pay the
corporation such unclaimed amount so deposited and the
depositary shall thereupon be relieved of all responsibility
therefor to such holder. The corporation may retain such
unclaimed amount as part of its general funds, free of any
claim of those previously entitled thereto.
(c) Dissolution. In the event of any liquidation, dissolution or
winding up of the affairs of the corporation, either
voluntarily or involuntarily, the amount that shall be paid to
the holder of each share of Series I Preferred Stock shall be
the fixed amount of $1.00 for such share and no more and the
additional sum representing accrued and unpaid dividends, if
any. Neither the merger or consolidation of the corporation,
nor the sale, lease or conveyance of all or a part of its
assets, shall be deemed to be a liquidation, dissolution or
winding up of the affairs of the corporation for this purpose.
(d) Voting Rights. The holders of the shares of Series I Preferred
Stock shall not be entitled to vote on any matter which is
required by law or by the Articles of Incorporation or By-Laws
of the corporation to be voted upon by the shareholders or
upon which the shareholders shall otherwise be entitled to
vote, unless otherwise required by the Illinois Business
Corporation Act.
(e) Seniority. The Series I Preferred Stock shall be senior to all
other equity securities of the corporation and shall be
entitled to receive in full all dividends and distributions to
which such stock shall be entitled prior to the payment of any
dividends or distributions upon any other class or series of
equity securities and shall be redeemed in full prior to the
full or partial redemption of any other class or series of
equity securities.
Series II Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series II Preferred Stock are as
follows:
(a) Dividends. The holders of Series II Preferred Stock shall have
the right to receive, as and when declared payable from time
to time by the Board of Directors from funds legally available
therefor, a preferential dividend of $.12 per share per annum
and no more. Such dividends shall be payable only to the
extent that the corporation has cumulative earnings sufficient
therefor. Dividends on the shares of Series II Preferred Stock
accruing with respect to each "dividend year" (as defined
below) shall be payable annually as determined by the Board of
Directors, but in no event later than 120 days after the end
of each "dividend year" (the "dividend payment date"). Such
dividend shall be payable to holders of record on a date to be
fixed by the Board of Directors, such date to be not more than
120 days preceding the dividend payment date. For the purposes
hereof, the period comprising a "dividend year" shall be
concurrent with the then fiscal year of the corporation.
(b) Redemption. The corporation may, at its option, at any time on
or after January 1, 1985, redeem all or any part of the then
outstanding Series II Preferred Stock in an
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amount per share equal to all dividends declared and unpaid to
the date fixed for redemption plus a redemption amount
determined as follows:
If the date fixed for redemption is during the
12-month period beginning January 1: Redemption Amount
1985 $1.10
1986 $1.08
1987 $1.06
1988 $1.04
1989 $1.02
1990 and thereafter $1.00
The aforesaid redemption amount plus the declared and unpaid
dividends are referred to herein as the "redemption price". If
less than all shares of Series II Preferred Stock are to be
redeemed, the shares of such series to be redeemed shall be
chosen by lot or pro rata in such manner as the Board of
Directors may determine.
Not less than 30 days prior to the date fixed for redemption,
a notice specifying the time and place thereof shall be given
by mail to the holders of record of Series II Preferred Stock
to be redeemed at their respective addresses as the same shall
appear on the stock books of the corporation, but no failure
to mail such notice or defect therein or in the mailing
thereof shall affect the validity of the proceedings for such
redemption except as to the holder to whom the corporation has
failed to mail such notice or except as to the holder whose
notice was defective. Any notice which was mailed in the
manner herein provided shall be conclusively presumed to have
been duly given whether or not the holder receives the notice.
At any time after notice of redemption has been given in the
manner prescribed above, the corporation may deposit the
aggregate redemption price in trust with a bank or trust
company (in good standing, organized under the laws of the
United States or of the State of Illinois) named in such
notice, for payment on the date fixed for redemption to the
holders of the shares so to be redeemed, upon surrender (and
endorsement if required by the Board of Directors) of the
certificates for such shares. Upon such redemption date
(unless the corporation shall default in payment or deposit of
the redemption price as set forth in such notice), such
holders shall cease to be shareholders with respect to such
shares and shall have no interest in or claim against the
corporation and shall have no voting or other rights with
respect to such shares except the right to receive the monies
payable upon such redemption from such bank or trust company,
or from the corporation, without interest thereon, upon
surrender (and endorsement, if required by the Board of
Directors) of the certificates; and the shares represented
thereby shall no longer be deemed to be outstanding. In the
event the holder of any such shares of the Series II Preferred
Stock shall not, within six years after such deposit, claim
the amount deposited as above stated for the redemption
thereof, the depositary shall, upon demand, pay the
corporation such unclaimed amount so deposited, and the
depositary shall thereupon be relieved of all responsibility
therefor to such holder. The corporation may retain such
unclaimed
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amount as part of its general funds, free of any claim of
those previously entitled thereto.
(c) Dissolution. In the event of any liquidation, dissolution or
winding up of the affairs of the corporation, either
voluntarily or involuntarily, the amount that shall be paid to
the holder of each share of Series II Preferred Stock shall be
the fixed amount of $1.00 for such share and no more and the
additional sum representing accrued and unpaid dividends, if
any. Neither the merger or consolidation of the corporation,
nor the sale, lease or conveyance of all or a part of its
assets, shall be deemed to be the liquidation, dissolution or
winding up of the affairs of the corporation for this purpose.
(d) Voting Rights. The holders of the shares of Series II
Preferred Stock shall have two (2) votes per share on all
matters which are required by law or by the Articles of
Incorporation or By-Laws of the corporation to be voted upon
by the shareholders, or upon which the shareholders shall
otherwise be entitled to vote.
(e) Seniority. The Series II Preferred Stock shall be senior to
all other equity securities of the corporation (except the
Series I Preferred Stock), and shall be entitled to receive in
full all dividends and distributions to which such stock shall
be entitled prior to the payment of any dividends or
distributions upon any other class or series of equity
securities (except the Series I Preferred Stock) and shall be
redeemed in full prior to the full or partial redemption of
any other class or series of equity securities (except the
Series I Preferred Stock).
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EXHIBIT B
In the event that any vacancy shall occur in the board of directors
during an interim period between meetings of shareholders by virtue of an
increase in the number of directors, the resignation of one or more directors or
otherwise, such vacancy or vacancies may be filled by a majority of the
directors then in office and any director so elected shall serve until the next
annual meeting of shareholders.
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Form BCA-55
(File in Duplicate)
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To: JIM EDGAR ARTICLES OF AMENDMENT (Do not write in this space)
Secretary of State TO THE Date Paid
Springfield, Illinois ARTICLES OF INCORPORATION Initial License Fee $
Franchise Tax $
Filing Fee $
Clerk $
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The undersigned corporation, for the purpose of amending its Articles
of Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The name of the corporation is: Ticketmaster
Corporation
ARTICLE SECOND: The following amendment or amendments were adopted in
the manner prescribed by "The Business Corporation Act" of the State of
Illinois:
See Exhibit A attached hereto.
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(Disregard separation into ARTICLE THIRD: The number of shares of the corporation
classes if class voting does not outstanding at the time of the adoption of said amendment or
apply to the amendment voted on.) amendments was 1,000 shares of common stock; and the number
of shares of each class entitled to vote as a class on the
adoption of said amendment or amendments, and the
designation of each such class were as follows:
Class Number of Shares
N/A
(Disregard separation into classes ARTICLE FOURTH: The number of shares voted for said amendment was
if class voting does not apply to the 1,000 shares of common stock; and the number of shares voted against
amendment voted on.) said amendment or amendments was ___________. The number of shares of
each class entitled to vote as a class voted for and against said
amendment or amendments, respectively was:
Class Number of Shares Voted
Common 1,000 for -0- Against
(Disregard these items unless the Item 1. On the date of the adoption of this amendment, restating the
amendment restates the articles articles of incorporation, the corporation had _________ shares
of incorporation) issued, itemized as follows:
Class Series Number Par value per share or statement
(If Any) of Shares that shares are without par value
N/A
Item 2. On the date of the adoption of
this amendment restating the articles of
incorporation, the corporation had a
stated capital of $__________ and a
paid-in surplus of $___________ or a total
of $_________________
N/A
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(Disregard this Article where this ARTICLE FIFTH: The manner in which the exchange,
amendment contains no such reclassification, or cancellation of issued shares, or a
provisions.) reduction of the number of authorized shares of any class
below the number of issued shares of that Class, provided
for in, or effected by, this amendment, is as follows:
N/A
(Disregard this Paragraph where ARTICLE SIXTH: Paragraph 1: The manner in which said
amendment does not affect stated amendment or amendments effect a change in the amount of
capital or paid-in surplus.) stated capital or the amount of paid-in surplus, or both, is
as follows:
N/A
(Disregard this Paragraph where Paragraph 2: The amounts of stated capital and of paid-in surplus as changed
amendment does not affect stated by this amendment are as follows:
capital or paid-in surplus.)
Before Amendment After Amendment
State Capital.................. $ $
Paid-in Surplus................ $ $
N/A
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IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be executed in its name by its Vice President, and its corporate
seal to be hereto affixed, attested by its Secretary, this 21st day of March,
1984.
TICKETMASTER CORPORATION
Exact Corporate Name
Place By /s/ Dennis P. Williams
CORPORATE SEAL HERE ______________________
ATTEST: Its Vice President
/s/ Norman Gantz
______________________
Its Secretary
As authorized officers, we declare that this document has been examined by us
and is, to the best of our knowledge and belief, true, correct and complete.
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EXHIBIT A
ARTICLE FIVE
Paragraph 1: The number of shares which the corporation shall be authorized
to issue, itemized by class, series and par value, if any, is
Par Value Number of
Class Series Per Share Shares Authorized
Common $.01 25,000,000
Preferred I $.10 10,000,000
Preferred II $.10 6,200,000
Preferred Undesignated $.10 3,800,000
Paragraph 2: The preferences, qualifications, limitations, restrictions
and the special or relative rights in respect of the shares of each class are:
No holder of any class or series of stock of the corporation shall have
any preemptive rights to subscribe for additional shares of stock of the
corporation. No holders of any class or series of voting stock of the
corporation shall be entitled to cumulate their votes for the election of
directors of the corporation. Whenever a vote of shareholders is required by law
or these Articles of Incorporation to approve amendments to the Articles of
Incorporation, or any merger, consolidation or the sale of substantially all of
the assets of the corporation outside of the ordinary course of business, such
approval shall require affirmative vote of the minimum number of shares
permitted by Illinois law at the date such vote is taken, but in no event less
than a majority of the total outstanding shares entitled to vote and, if
required by law, a majority of the outstanding shares of each class and series
of shares entitled to vote as a separate class in respect thereof.
Each issued and outstanding share of Common Stock will entitle the
holder thereof to one (1) vote on any matters submitted to a vote or for consent
of shareholders. Except as otherwise set forth in these Articles of
Incorporation, issued and outstanding shares of Preferred Stock will not be
entitled to vote.
The Board of Directors is authorized to provide from time to time for
the issuance of shares of Preferred Stock and to fix from time to time, before
issuance, the designation, preferences and privileges of the shares of each
series of Preferred Stock and the restrictions or qualifications thereof,
including, without limiting the generality of the foregoing, the following:
(a) The serial designation and authorized number of shares;
(b) The dividend rate, the date or dates to which such dividends
will be payable and the extent to which such dividends may be
cumulative;
(c) The amount or amounts to be received by the holders in the
event of voluntary or involuntary dissolution or liquidation
of the corporation;
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(d) Whether such shares may be redeemed, and if so, the price or
prices at which the shares may be redeemed and any terms,
conditions and limitations upon such redemption;
(e) Any sinking fund provisions for redemption or purchase of
shares of such series;
(f) The terms and conditions, if any, on which shares may be
converted, at the election of the holders thereof, into shares
of other capital stock or of other series of Preferred Stock
of the corporation; and
(g) As to any series designated after July 1, 1984, the voting
rights, if any.
The Board of Directors may also from time to time:
(a) Alter, without limitation or restriction, the rights,
preferences, privileges and restrictions granted to or imposed
upon any wholly unissued series of Preferred Stock; and
(b) Within the limits or restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the
number of shares constituting any series, increase or decrease
(but not below the number of shares then outstanding) the
number of shares of any such series subsequent to the issuance
of shares of that series.
Each series of Preferred Stock may, in preference to the Common Stock,
be entitled to dividends from funds or other assets legally available therefor,
at such rates, payable at such times and cumulative to such extent as may be
determined and fixed by the Board of Directors pursuant to the authority herein
conferred upon it.
Each series of Preferred Stock may be subject to redemption in whole or
in part at such price or prices and on such terms, conditions and limitations as
may be determined and fixed by the Board of Directors prior to the issuance of
such series. Unless otherwise determined by the Board of Directors by
authorizing resolution, if less than all of the shares of any series of the
Preferred Stock are to be redeemed, they will be selected in such manner as the
Board of Directors shall then determine. Nothing herein contained is to limit
any right of the corporation to purchase or otherwise acquire any shares of any
series of Preferred Stock. Any shares of Preferred Stock redeemed or otherwise
acquired by the corporation will have the status of authorized and unissued
shares, undesignated as to series, and may thereafter, in the discretion of the
Board of Directors and to the extent permitted by law, be sold or reissued from
time to time as part of another series or (unless prohibited by the terms of
such series as fixed by the Board of Directors) of the same series, subject to
the terms and conditions herein set forth.
Series I Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series I Preferred Stock are as
follows:
(a) Dividends. The holders of Series I Preferred Stock shall have
the right to receive, as and when declared payable from time
to time by the Board of Directors from funds legally available
therefor, a preferential dividend of $.12 per share per annum
and no more. Such dividends shall be payable only to the
extent that the corporation has
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cumulative earnings sufficient therefor. Dividends on the
shares of Series I Preferred Stock accruing with respect to
each "dividend year" (as defined below) shall be payable
annually as determined by the Board of Directors, but in no
event later than 120 days after the end of each "dividend
year" (the "dividend payment date"). Such dividend shall be
payable to holders of record on a date to be fixed by the
Board of Directors, such date to be not more than 120 days
preceding the dividend payment date. For the purposes hereof,
the period comprising a "dividend year" shall be concurrent
with the then fiscal year of the corporation.
(b) Redemption. The corporation may, at its option, at any time on
or after January 1, 1985, redeem all or any part of the then
outstanding Series I Preferred Stock in an amount per share
equal to all dividends declared and unpaid to the date fixed
for redemption plus a redemption amount determined as follows:
If the date fixed for redemption is
during the 12-month period beginning Redemption Amount
January 1:
1985 $1.10
1986 $1.08
1987 $1.06
1988 $1.04
1989 $1.02
1990 and thereafter $1.00
The aforesaid redemption amount plus the declared and unpaid
dividends are referred to herein as the "redemption price". If
less than all shares of Series I Preferred Stock are to be
redeemed, the shares of such series to be redeemed shall be
chosen by lot or pro rata in such manner as the Board of
Directors may determine.
Not less than 30 days prior to the date fixed for redemption,
a notice specifying the time and place thereof shall be given
by mail to the holders of record of Series I Preferred Stock
to be redeemed at their respective addresses as the same shall
appear on the stock books of the corporation, but no failure
to mail such notice or defect therein or in the mailing
thereof shall affect the validity of the proceedings for such
redemption except as to the holder to whom the corporation has
failed to mail such notice or except as to the holder whose
notice was defective. Any notice which was mailed in the
manner herein provided shall be conclusively presumed to have
been duly given whether or not the holder receives the notice.
At any time after notice of redemption has been given in the
manner prescribed above, the corporation may deposit the
aggregate redemption price in trust with a bank or trust
company (in good standing, organized under the laws of the
United States or of the State of Illinois) named in such
notice, for payment on the date fixed for redemption to the
holders of the shares so to be redeemed, upon surrender (and
endorsement if required by the Board of Directors) of the
certificates for such shares.
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Upon such redemption date (unless the corporation shall
default in payment or deposit of the redemption price as set
forth in such notice), such holders shall cease to be
shareholders with respect to such shares and shall have no
interest in or claim against the corporation and shall have no
voting or other rights with respect to such shares except the
right to receive the monies payable upon such redemption from
such bank or trust company, or from the corporation, without
interest thereon, upon surrender (and endorsement, if required
by the Board of Directors) of the certificates; and the shares
represented thereby shall no longer be deemed to be
outstanding. In the event the holder of any such shares of the
Series I Preferred Stock shall not, within six years after
such deposit, claim the amount deposited as above stated for
the redemption thereof, the depositary shall, upon demand, pay
the corporation such unclaimed amount so deposited, and the
depositary shall thereupon be relieved of all responsibility
therefor to such holder. The corporation may retain such
unclaimed amount as part of its general funds, free of any
claim of those previously entitled thereto.
(c) Dissolution. In the event of any liquidation, dissolution or
winding up of the affairs of the corporation, either
voluntarily or involuntarily, the amount that shall be paid to
the holder of each share of Series I Preferred Stock shall be
the fixed amount of $1.00 for such share and no more and the
additional sum representing accrued and unpaid dividends, if
any. Neither the merger or consolidation of the corporation,
nor the sale, lease or conveyance of all or a part of its
assets, shall be deemed to be a liquidation, dissolution or
winding up of the affairs of the corporation for this purpose.
(d) Voting Rights. The holders of the shares of Series I Preferred
Stock shall not be entitled to vote on any matter which is
required by law or by the Articles of Incorporation or By-Laws
of the corporation to be voted upon by the shareholders or
upon which the shareholders shall otherwise be entitled to
vote, unless otherwise required by the Illinois Business
Corporation Act.
(e) Seniority. The Series I Preferred Stock shall be senior to all
other equity securities of the corporation and shall be
entitled to receive in full all dividends and distributions to
which such stock shall be entitled prior to the payment of any
dividends or distributions upon any other class or series of
equity securities and shall be redeemed in full prior to the
full or partial redemption of any other class or series of
equity securities.
Series II Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series II Preferred Stock are as
follows:
(a) Dividends. The holders of Series II Preferred Stock shall have
the right to receive, as and when declared payable from time
to time by the Board of Directors from funds legally available
therefor, a preferential dividend of $.024 per share per annum
and no more. Such dividends shall be payable only to the
extent that the corporation has cumulative earnings sufficient
therefor. Dividends on the shares of Series II Preferred Stock
accruing with respect to each "dividend year" (as defined
below) shall be payable annually as determined by the Board of
Directors, but in no event later than
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120 days after the end of each "dividend year" (the "dividend
payment date"). Such dividend shall be payable to holders of
record on a date to be fixed by the Board of Directors, such
date to be not more than 120 days preceding the dividend
payment date. For the purposes hereof, the period comprising a
"dividend year" shall be concurrent with the then fiscal year
of the corporation.
(b) Redemption. The corporation may, at its option, at any time on
or after January 1, 1985, redeem all or any part of the then
outstanding Series II Preferred Stock in an amount per share
equal to all dividends declared and unpaid to the date fixed
for redemption plus a redemption amount determined as follows:
If the date fixed for redemption is
during the 12-month period beginning Redemption Amount
January 1:
1985 $0.22
1986 $0.216
1987 $0.212
1988 $0.208
1989 $0.204
1990 and thereafter $0.20
The aforesaid redemption amount plus the declared and unpaid
dividends are referred to herein as the "redemption price". If
less than all shares of Series II Preferred Stock are to be
redeemed, the shares of such series to be redeemed shall be
chosen by lot or pro rata in such manner as the Board of
Directors may determine.
Not less than 30 days prior to the date fixed for redemption,
a notice specifying the time and place thereof shall be given
by mail to the holders of record of Series II Preferred Stock
to be redeemed at their respective addresses as the same shall
appear on the stock books of the corporation, but no failure
to mail such notice or defect therein or in the mailing
thereof shall affect the validity of the proceedings for such
redemption except as to the holder to whom the corporation has
failed to mail such notice or except as to the holder whose
notice was defective. Any notice which was mailed in the
manner herein provided shall be conclusively presumed to have
been duly given whether or not the holder receives the notice.
At any time after notice of redemption has been given in the
manner prescribed above, the corporation may deposit the
aggregate redemption price in trust with a bank or trust
company (in good standing, organized under the laws of the
United States or of the State of Illinois) named in such
notice, for payment on the date fixed for redemption to the
holders of the shares so to be redeemed, upon surrender (and
endorsement if required by the Board of Directors) of the
certificates for such shares. Upon such redemption date
(unless the corporation shall default in payment or deposit of
the redemption price as set forth in such notice), such
holders shall cease to be shareholders with respect to such
shares and shall have no interest in or claim against the
corporation and shall have no voting or other rights with
respect to such shares except the right to receive the monies
payable upon such redemption from such
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bank or trust company, or from the corporation, without
interest thereon, upon surrender (and endorsement, if required
by the Board of Directors) of the certificates; and the shares
represented thereby shall no longer be deemed to be
outstanding. In the event the holder of any such shares of the
Series I Preferred Stock shall not, within six years after
such deposit, claim the amount deposited as above stated for
the redemption thereof, the depositary shall, upon demand, pay
the corporation such unclaimed amount so deposited, and the
depositary shall thereupon be relieved of all responsibility
therefor to such holder. The corporation may retain such
unclaimed amount as part of its general funds, free of any
claim of those previously entitled thereto.
(c) Dissolution. In the event of any liquidation, dissolution or
winding up of the affairs of the corporation, either
voluntarily or involuntarily, the amount that shall be paid to
the holder of each share of Series II Preferred Stock shall be
the fixed amount of $.20 for such share and no more and the
additional sum representing accrued and unpaid dividends, if
any. Neither the merger or consolidation of the corporation,
nor the sale, lease or conveyance of all or a part of its
assets, shall be deemed to be a liquidation, dissolution or
winding up of the affairs of the corporation for this purpose.
(d) Voting Rights. The holders of the shares of Series II
Preferred Stock shall have one (1) vote per share on all
matters which are required by law or by the Articles of
Incorporation or By-Laws of the corporation to be voted upon
by the shareholders, or upon which the shareholders shall
otherwise be entitled to vote.
(e) Seniority. The Series II Preferred Stock shall be senior to
all other equity securities of the corporation (except the
Series I Preferred Stock), and shall be entitled to receive in
full all dividends and distributions to which such stock shall
be entitled prior to the payment of any dividends or
distributions upon any other class or series of equity
securities (except the Series I Preferred Stock) and shall be
redeemed in full prior to the full or partial redemption of
any other class or series of equity securities (except the
Series I Preferred Stock).
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FORM BCA-69a 5335-698-2
(Do not write in this space)
ARTICLES OF MERGER OF DOMESTIC AND FILED
FOREIGN CORPORATION
(Strike Inapplicable Words) APR 30 1984 Date Paid 4-30-84
Filing Fee $100.00
JIM EDGAR Clerk
Secretary of State ___________
To Secretary of State,
The undersigned corporations, pursuant to Section 69a of "The Business
Corporation Act" of the State of Illinois, hereby execute the following articles
of merger:
ARTICLE ONE
The names of the corporations proposing to merge and the names of the
States under the laws of which such corporation are organized, are as follows:
Name of Corporation State of Incorporation
Ticketmaster Corporation Illinois
Ticketmaster Corporation Arizona
ARTICLE TWO
The laws of Arizona, the state under which such foreign corporation is
organized, permit such merger.
ARTICLE THREE
The name of the surviving corporation shall be Ticketmaster Corporation
and shall be governed by the laws of the State of Illinois.
ARTICLE FOUR
The plan of merger is as follows: See Exhibit A attached hereto.
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ARTICLE FIVE
As to each corporation, the number of shares outstanding, the number of
shares entitled to vote, and the number and designation of the shares of any
class entitled to vote as a class, are:
Designation
of Class Number
Total Number Total Number Entitled to of Shares
of Shares of Shares Vote as a of Such
Name of Corporation Outstanding Entitled to Vote Class Class
See Exhibit B attached hereto.
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EXHIBIT B
Designation
of Class Number
Total Number Total Number Entitled to of Shares
of Shares of Shares Vote as a of Such
Name of Corporation Outstanding Entitled to Vote Class Class
Ticketmaster Corporation,
an Illinois corporation 1,000 1,000 N/A N/A
Ticketmaster Corporation,
an Arizona corporation 21,418,123 21,418,123 Common Stock 19,890,623
Senior Preferred Stock 200,000
Junior Preferred Stock 230,000
Series A Preferred Stock 97,500
Series 1 Preferred Stock 1,000,000
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EXHIBIT C
Total Total
Shares Shares Shares Shares
Voted Voted Voted Voted
for Against Class for Against
Ticketmaster Corporation, an Illinois 1,000 None N/A N/A N/A
corporation
Ticketmaster Corporation, an Arizona 18,388,704 581,340 Common Stock
corporation
200,000 0 Senior Preferred Stock
230,000 0 Junior Preferred Stock
97,500 0 Series A Preferred Stock
1,000,000 0 Series 1 Preferred Stock
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EXHIBIT A
Amended and Restated
Agreement and Plan of Merger
between
TICKETMASTER CORPORATION
(an Arizona corporation)
and
TICKETMASTER CORPORATION
(an Illinois corporation)
Agreement and Plan of Merger ("Agreement"), dated as of the 5th day of
April, 1984, by and between TICKETMASTER CORPORATION, an Arizona corporation
(hereinafter referred to at "Ticketmaster"), and TICKETMASTER CORPORATION, an
Illinois corporation (hereinafter referred to as "TMC" or the "Surviving
Corporation"), said two corporations being hereinafter sometimes referred to
collectively as the "Constituent Corporations".
W I T N E S S E T H:
WHEREAS, Ticketmaster is a corporation duly organized and existing
under the laws of the State of Arizona; and
WHEREAS, TMC is a corporation duly organized and existing under the
laws of the State of Illinois; and
WHEREAS, the total number of shares which Ticketmaster is authorized to
issue is 25,000,000 shares of Common Stock having no par value, 200,000 shares
of Senior Preferred Stock having a par value of $2.50 per share, 230,000 shares
of Junior Preferred Stock having a par value of $2.50 per share, 5,000,000
shares of Series A Preferred Stock having a per value of $1.00 per share,
1,000,000 shares of Series I Preferred Stock having a par value of $1.00 per
share, and 3,570,000 shares of undesignated Preferred Stock; and
WHEREAS, the total number of shares of Ticketmaster currently issued
and outstanding is 19,890,623 shares of Common Stock, 200,000 shares of Senior
Preferred Stock, 230,000 shares of Junior Preferred Stock, 97,500 shares of
Series A Preferred Stock, and 1,000,000 shares of Series I Preferred Stock; and
WHEREAS, the total number of shares which TMC is authorized to issue is
25,000,000 shares of Common Stock having no par value, 10,000,000 shares of
Series I Preferred Stock having a par value of $.10 per share ("Series I
Preferred Stock"), 6,200,000 shares of Series II Preferred Stock having a par
value of $.10 per share ("Series II Preferred Stock"), and 3,800,000 shares of
undesignated Preferred stock having a par value of $.10 per share; and
WHEREAS, the total number of shares of TMC currently outstanding is
1,000, all of which are held by Ticketmaster; and,
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WHEREAS, the respective Boards of Directors of Ticketmaster and TMC
have determined that it is advisable and in the best Interests of both
corporations that Ticketmaster be merged with and into TMC, and have approved
such merger on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the
agreements, covenants and provisions hereinafter set forth, Ticketmaster and TMC
hereby agree as follows:
ARTICLE I
The Merger
1.1 Ticketmaster and TMC shall be merged into a single corporation in
accordance with the applicable provisions of the laws of the State of Arizona
and the State of Illinois, by Ticketmaster merging into TMC which shall be the
Surviving Corporation.
1.2 The name of the Surviving Corporation shall be Ticketmaster
Corporation.
1.3 Upon the merger becoming effective in accordance with the laws of
the State of Arizona and the State of Illinois (such time being hereinafter
referred to as the "Effective Date"):
(a) The Constituent Corporations shall be a single corporation,
which shall be TMC, the Surviving Corporation, and the
separate existence of Ticketmaster shall cease except to the
extent provided by the laws of the States of Arizona and
Illinois in the case of a corporation after its merger with
another corporation.
(b) The Surviving Corporation shall thereupon and thereafter
possess all of the rights, privileges, immunities, powers and
franchises, of a public as well as of a private nature, of
each of the Constituent Corporations and all property, real,
personal and mixed, all debts due on whatever account,
including subscriptions to shares and all other choses in
action, and all and every other interest of, or belonging to,
each of the Constituent Corporations shall be taken and deemed
to be transferred to, and invested in the Surviving
Corporation without further act or deed; and the title to all
real estate, or any interest therein, vested in either of the
Constituent Corporations shall not revert or be in any way
impaired by reason of the merger.
(c) The Surviving Corporation shall be responsible and liable for
all the liabilities and obligations of each of the Constituent
Corporations, and any claim existing or action or proceeding
pending by or against either of the Constituent Corporations
may be prosecuted to judgment as if the merger had not taken
place, or the Surviving Corporation may be substituted in its
place, and neither the rights of creditors nor any liens upon
the property of either of the Constituent Corporations shall
be impaired by reason of the merger.
(d) All corporate acts, plans, policies, agreements, arrangements,
approvals and authorizations of Ticketmaster, its
shareholders, Board of Directors and committees thereof,
officers and agents, which were valid and effective
immediately prior to the Effective Date of the merger, shall
be taken for all purposes as the acts, plans,
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policies, agreements, arrangements, approvals and
authorizations of the Surviving Corporation and shall be
effective and binding thereon as the same were with respect to
Ticketmaster.
ARTICLE II
Officers, Directors and Employees
2.1 The Board of Directors of the Surviving Corporation shall be the
Board of Directors of TMC as it existed immediately prior to the merger.
2.2 The officers of the Surviving Corporation shall be the officers of
TMC who held office immediately prior to the merger.
2.3 The employees and agents of Ticketmaster immediately prior to the
merger, other than directors and officers, shall become the employees and agents
of the Surviving Corporation.
ARTICLE III
Certificate of Incorporation; By-Laws
3.1 Upon the Effective Date of the merger, the Certificate of
Incorporation of TMC shall constitute the Certificate of Incorporation of the
Surviving Corporation, and may be so certified by the Secretary of the State of
Illinois.
3.2 Upon the Effective Date of the merger, the By-Laws of TMC shall
constitute the By-Laws of the Surviving Corporation.
ARTICLE IV
Conversion of Shares; Issuance of New Securities
4.1 The manner and basis of converting shares of stock and other
obligations of the Constituent Corporations into shares of the Surviving
Corporation shall be as follows:
(a) The 1,000 shares of Common Stock of TMC held by Ticketmaster
immediately prior to the Effective Date of the merger shall be
canceled and retired, all rights in respect thereof shall
cease, and the capital of the Surviving Corporation shall be
reduced by the $1,000 of capital applicable to such shares.
(b) Each share of Common Stock of Ticketmaster issued and
outstanding or held in the treasury of Ticketmaster upon the
Effective Date of the merger shall thereupon, end without any
other action, be converted into one-fourth (1/4) of one fully
paid and non-assessable share of Common Stock of the Surviving
Corporation.
(c) Each share of Senior Preferred Stock of Ticketmaster issued
and outstanding upon the Effective Date of the merger shall
thereupon, and without any other action, be
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converted into 2.5 fully paid and non-assessable shares of
Series I Preferred Stock of the Surviving Corporation. In
addition to the foregoing, each holder of Senior Preferred
Stock of Ticketmaster shall receive, in lieu of dividends
accrued and unpaid with respect thereto through the Effective
Date of the merger, one fully paid and non-assessable share of
Series I Preferred Stock or Surviving Corporation for each
$1.00 of dividends accrued and unpaid through April 30, 1984.
(d) Each Share of Junior Preferred Stock of Ticketmaster issued
and outstanding upon the Effective Date of the merger shall
thereupon without any other action, be converted into 2.5
fully paid and non-assessable shares of Series I Preferred
Stock of the Surviving Corporation. In addition to the
foregoing, each holder of Junior Preferred Stock of
Ticketmaster shall receive in lieu of dividends accrued and
unpaid with respect thereto through the Effective Date of the
merger, one fully paid and non-assessable share of Series I
Preferred Stock of the Surviving Corporation for each $1.00 of
dividends accrued and unpaid through April 30, 1984.
(e) Each share of Series A Preferred Stock of Ticketmaster issued
and outstanding upon the Effective Date of the merger shall
thereupon, and without any other action, be converted into one
fully paid and non-assessable share of Series I Preferred
Stock of the Surviving Corporation. In addition to the
foregoing, each holder of Series A Preferred Stock of
Ticketmaster shall receive, in lieu of dividends accrued and
unpaid with respect thereto through the Effective Date of the
merger, one fully paid and non-assessable share of Series I
Preferred Stock of the Surviving Corporation for each $1.00 of
dividends accrued and unpaid through April 30, 1984.
(f) Each share of Series I Preferred Stock of Ticketmaster issued
and outstanding upon the Effective Date of the merger shall
thereupon, and without any other action, be converted into 5
fully paid and non-assessable shares of Series II Preferred
Stock, of the Surviving Corporation. In addition to the
foregoing, each holder of Series I Preferred Stock of
Ticketmaster shall receive, In lieu of dividends accrued and
unpaid with respect thereto through the Effective Date of the
merger, one fully-paid and non-assessable share of Series II
Preferred Stock of the Surviving Corporation for each $.20 of
dividends accrued and unpaid through April 30, 1984.
(g) Certain secured and unsecured debt of Ticketmaster, described
on Exhibit A which is attached hereto and by this reference
incorporated herein, shall be converted into shares of Series
I Preferred Stock of the Surviving Corporation at the rate of
one fully paid and non-assessable share of Series I Preferred
Stock for each $1.00 principal amount of indebtedness.
In addition to the foregoing, in lieu of interest accrued
thereon and unpaid through the Effective Date of the merger,
each of the aforesaid creditors of Ticketmaster Corporation
shall receive one fully paid and non-assessable share of
Series I Preferred Stock of the Surviving Corporation for each
$1.00 of interest accrued and unpaid through April 30, 1984.
The Series I Preferred Stock to be issued to the creditors of
Ticketmaster pursuant hereto shall be issued by the Surviving
Corporation upon the delivery by each creditor to the
Surviving Corporation of a consent to the transactions
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described in this Agreement (such document to be in the form
set forth as Exhibit B hereto), the note or notes of
Ticketmaster held by it, endorsed to show payment in full
thereof, all Uniform Commercial Code termination statements
needed to release collateral, if any, securing such
indebtedness, and such other documents as the Surviving
Corporation may reasonably required.
(h) In lieu of fractional shares, the number of shares of Common
Stock, Series I Preferred Stock and Series 11 Preferred Stock
of the Surviving Corporation to be received by each person
entitled to receive such shares pursuant hereto shall be
rounded to the next highest whole number of shares.
(i) After the Effective Date of the merger, each holder of a
certificate representing issued and outstanding shares of
Ticketmaster shall be required to surrender the same to the
Surviving Corporation, and, upon such surrender, such holder
shall be entitled to receive a certificate or certificates
issued by the Surviving Corporation representing the number of
shares of Common Stock, Series I Preferred Stock and/or Series
11 Preferred Stock, as the case may be, represented by the
surrendered certificate or certificates. No holder of a
certificate that prior to the merger represented issued and
outstanding shares of Ticketmaster shall have any rights,
after the Effective Date, with respect to such shares, except
to surrender the certificate or certificates in exchange for
stock of the Surviving Corporation or to perfect the
dissenters' rights, if any, that such holder may have pursuant
to the applicable provisions of the Arizona General
Corporation Law. The Surviving Corporation shall be entitled
to rely upon the stock records of Ticketmaster as to the
ownership of its stock on the Effective Date of the merger.
(j) Ticketmaster will not make any transfers on its books after
the Effective Date of the merger.
(k) By its receipt of shares of Common Stock, Series I Preferred
Stock and/or Series II Preferred Stock of the Surviving
Corporation, each recipient thereof shall be deemed to have
represented the matters in (i) and (ii) below and acknowledged
the matters in (iii) and (iv) below to Ticketmaster and TMC:
(i) Such shares are being acquired by the recipient for
itself without a view to the further disposition
thereof;
(ii) The recipient, if an entity, was not organized for
the specific purpose of acquiring such shares;
(iii) Such shares have not been registered under the
Securities Act of 1933, as amended (the "Act"), in
reliance upon the exemption from registration
afforded by Section 4(2) of the Act and/or Rule 506
promulgated thereunder; and
(iv) Such shares will not be freely transferable and may
not be sold, transferred, assigned or otherwise
disposed of by the recipient absent registration
under
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the Act or an exemption therefrom, and the certificates
evidencing such shares will bear a legend reflecting
such restriction.
In addition, by its receipt of shares of Series I Preferred Stock, each holder
of Junior Preferred Stock and Series A Preferred Stock will be deemed to have
waived its rights to receive stock of the Surviving Corporation convertible into
Common Stock of the Surviving Corporation.
ARTICLE V
Shareholder Approval; Abandonment; Amendment
5.1 This Agreement shall be submitted to the shareholders of each of
the Constituent Corporations as provided by law, and shall take effect and be
deemed the Agreement and Plan of Merger of the Constituent Corporations, upon
the approval or adoption thereof by the shareholders of each of the Constituent
Corporations in accordance with the laws of the State of Arizona and the State
of Illinois, and upon the execution, filing and recording of such documents, and
the doing of such acts and things as shall be required for accomplishing the
merger under the laws of the State of Arizona and the State of Illinois.
5.2 Anything herein or elsewhere to the contrary notwithstanding, this
Agreement may be abandoned for any reason at any time prior to the Effective
Date by the mutual consent of the Board of Directors of Ticketmaster and TMC.
5.3 This Agreement may be amended for any reason at any time prior to
the Effective Date, either before or after the shareholders' approvals required
by Section 5.1 of this Agreement, provided that such amendment shall not
materially and adversely affect the rights and interests of the shareholders or
debtors of Ticketmaster or TMC.
ARTICLE VI
Miscellaneous
6.1 TMC, as the Surviving Corporation, shall pay all expenses of
carrying this Agreement into effect and accomplishing the merger provided for
herein.
6.2 If at any time the Surviving Corporation shall consider or be
advised that any further assignment or assurance in law is necessary or
desirable to vest in the Surviving Corporation the title to any property or
rights of Ticketmaster, the proper officers and directors of Ticketmaster shall
execute and make all proper assignments and assurances in law, and do all things
necessary or proper to vest such property or rights in the Surviving Corporation
and otherwise to carry out the purposes of this Agreement; and the proper
officers and directors of the Surviving Corporation are fully authorized in the
name of Ticketmaster, or otherwise, to take any and all such actions.
6.3 Upon the Effective Date:
(a) The respective assets of Ticketmaster and TMC shall be taken
up and continued on the books of the Surviving Corporation in
the amounts at which such assets shall have
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been carried on their respective books immediately prior to
the Effective Date, except as herein provided with respect to
the cancellation of the shares of Common Stock of TMC
outstanding prior to the Effective Date;
(b) The respective liabilities and reserves of Ticketmaster and
TMC (excluding capital, paid-in surplus and retained earnings)
shall be taken up or continued on the books of the Surviving
Corporation in the amounts at which such liabilities and
reserves shall have been carried on their respective books
immediately prior to the Effective Date; and
(c) The capital, capital surplus and earned surplus of
Ticketmaster shall be taken up on the books of the Surviving
Corporation as capital, paid-in surplus and earned surplus,
respectively, in the amounts in which the same shall be
carried on the books of Ticketmaster immediately prior to the
merger;
except in all cases, as may be required to properly reflect the exchange of debt
of Ticketmaster into equity of TMC and the other matters and transactions
contemplated by this Agreement.
6.4 The Surviving Corporation, from and after the Effective Date,
agrees that it may be served with process in the State of Arizona in any
proceeding for the enforcement of any obligation of Ticketmaster, and in any
proceeding for the enforcement of the rights of the dissenting shareholders of
Ticketmaster, if any, against the Surviving Corporation. The Surviving
Corporation irrevocably appoints the Arizona Corporation Commission as its agent
to accept service of process in any such proceeding. The address to which a copy
of such process should be mailed by the Arizona Corporation Commission is 10
South Riverside Plaza, Chicago, Illinois 60606, until the Surviving Corporation
shall have hereafter designated in writing to the Corporation Commission a
different address for such purpose. The Surviving Corporation shall promptly pay
to the dissenting shareholders of Ticketmaster the amount, if any, to which they
shall be entitled under the provisions of the Arizona General Corporation Law
with respect to the rights of dissenting shareholders.
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IN WITNESS WHEREOF, this Agreement has been executed by the duly
authorized officers of each of the parties hereto, and their respective
corporate seals have hereunto been affixed and attested, as of the day and year
first above written.
TICKETMASTER CORPORATION,
an Arizona corporation
(Corporate Seal)
By: /s/Fredric D. Rosen
_______________________
Fredric D. Rosen,
Chairman of the Board
ATTEST:
/s/Norman J. Gantz
__________________________
Norman J. Gantz, Secretary
TICKETMASTER CORPORATION,
an Illinois corporation
(Corporate Seal)
By: /s/Fredric D. Rosen
_____________________
Fredric D. Rosen,
Chairman of the Board
ATTEST:
/s/Norman J. Gantz
__________________________
Norman J. Gantz, Secretary
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ACKNOWLEDGMENTS
State of Illinois )
) SS.
County of Cook )
Be it remembered that on this 5th day of April, 1984, personally appeared
before me Claudette M. Fortman, a Notary Public in and for said County and State
aforesaid, FREDRIC D. ROSEN, Chairman of the Board of TICKETMASTER CORPORATION,
an Arizona corporation, known to me personally to be such, and he as said
Chairman of the Board, acknowledged the foregoing Agreement and Plan of Merger
to be his free act and deed, and the free act and deed of said corporation and
that the facts stated therein are true.
Given under my hand and seal of office the day and year aforesaid.
/s/Claudette M. Fortman
_______________________
Claudette M. Fortman
Notary Public
My commission expires: July 7, 1989
State of Illinois )
) SS.
County of Cook )
Be it remembered that on this 5th day of April, 1984, personally appeared before
me Claudette M. Fortman, a Notary Public in and for said County and State
aforesaid, FREDRIC D. ROSEN, Chairman of the Board of TICKETMASTER CORPORATION,
an Illinois corporation, known to me personally to be such, and he as said
Chairman of the Board, acknowledged the foregoing Agreement and Plan of Merger
to be his free act and deed, and the free act and deed of said corporation and
that the facts stated therein are true.
Given under my hand and seal of office the day and year aforesaid.
/s/Claudette M. Fortman
_______________________
Claudette M. Fortman
Notary Public
My commission expires: July 7, 1989
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EXHIBIT A
DEBT OF TICKETMASTER CORPORATION
TO BE CONVERTED
Estimated
Accrued Interest
Holder Principal Amount through April 30, 1984 Total
Computerized $150,000.00 $16,200 $166,200
Ticketing Partners
Diversified $25,000.00 $24,700 $49,700
Capital Not, Inc.
FMG, Inc. $300,000.00 $195,700 $495,700
HCQ Corporation $4,700,000.00 $173,000 $4,873,000
Hi Chicago Trust $135,000.00 $61,700 $196,700
The Holding Company $175,000.00 $71,200 $246,200
HT-Operating Corp. $500,000.00 $299,900 $799,900
Private Investment Partnership $12,500.00 $6,100 $18,600
Ticketmaster Partnership $12,500.00 $6,100 $8,600
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EXHIBIT B
CONSENT
The undersigned creditor of Ticketmaster Corporation, an Arizona
corporation ("Ticketmaster"), in consideration of the issuance to it of
____________ shares of Series I Preferred Stock (the "Shares") of Ticketmaster
Corporation, an Illinois corporation ("TMC"), hereby consents to the
transactions described in that certain Agreement and Plan of Merger, dated as of
April 5, 1984, between Ticketmaster and TMC. The undersigned hereby waives any
and all right, claim, title and interest which the undersigned, its successors
and assigns may have in or to the assets or property of Ticketmaster or TMC by
virtue of the undersigned's status as payee under a certain promissory note
("Note"), dated as of ________________, from Ticketmaster in the principal
amount of $__________. The undersigned agrees to deliver to Ticketmaster, prior
to the issuance of the Shares, the Note, endorsed to evidence payment in full,
all Uniform Commercial Code termination statements necessary to release any
security interest in collateral securing the Note, and such other documents as
Ticketmaster may reasonably request.
The undersigned hereby represents and warrants to Ticketmaster and TMC
that:
(1) The undersigned is acquiring the Shares for itself without a
view to the further distribution thereof; and
(2) The undersigned was not organized for the specific purpose of
acquiring the Shares.
The undersigned hereby acknowledges that:
(1) The Shares have not been registered under the Securities Act
of 1933, as amended (the "Act"), in reliance upon the
exemption from registration afforded by Section 4(2) of the
Act and/or Rule 506 promulgated thereunder; and
(2) The Shares will not be freely transferable and may not be
sold, transferred, assigned or otherwise disposed of by the
undersigned absent registration under the Act or an exemption
therefrom, and the certificates evidencing the Shares will
bear a legend reflecting such registration.
___________________________
By:________________________
Dated:
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- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
NOTE: On the date of adoption of the plan of merger an additional
- --------------- shares were held in treasury and not entitled to vote:
Name of Corporation Class Number of Shares
ARTICLE SIX
AS to each corporation, the number of shares voted for and against the
plan, respectively, and the number of shares of any class entitled to vote as a
class voted for and against the plan, are:
Name of Corporation Total Shares Total Shares Class Shares Shares
Voted For Voted Against Voted Voted
For Against
See Exhibit C attached hereto.
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
ARTICLE SEVEN
All Provisions of the laws of the State of Illinois and the State of Arizona
applicable to the proposed merger have been complied with.
(Delete this article if surviving or new corporation is to be governed by the
laws of the State of Illinois.)
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IN WITNESS WHEREOF each of the undersigned corporations has caused these
articles of merger to be executed in its name by its president or vice president
and its corporate seal to be hereunto affixed, attested by its secretary or
assistant secretary, this 30th day of April, 1984
TICKETMASTER CORPORATION,
an Illinois corporation
Place
(Corporate Seal)
Here By: /s/Dennis P. Williams
_____________________
Dennis P. Williams,
Its Vice President
ATTEST:
/s/ Norman J. Gantz
_______________________
Its Secretary
TICKETMASTER CORPORATION,
an Arizona corporation
Place
(Corporate Seal)
Here By: /s/Dennis P. Williams
_______________________
Dennis P. Williams,
Its Vice President
ATTEST:
/s/ Norman J. Gantz
_____________________
Its Secretary
As authorized officers, we declare that this document has been examined by us
and is, to the best of our knowledge and belief, true, correct and complete.
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Form BCA-55
(File in Duplicate)
To: JIM EDGAR
Secretary of State
Springfield, Illinois
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
5335-698-2
--------------------------------
(Do not write in this space)
Date Paid
Initial License Fee 5/24/84
Franchise Tax $
Filing Fee $100.00
Clerk
-------
--------------------------------
The undersigned corporation, for the purpose of amending its Articles
of Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The name of the corporation is: Ticketmaster Corporation
ARTICLE SECOND: The following amendment or amendments were adopted in
the manner prescribed by "The Business Corporation Act" of the State of
Illinois:
See Exhibit A attached hereto.
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(Disregard separation into classes ARTICLE THIRD: The number of shares of the
if class voting does not apply to corporation outstanding at the time of
the amendment voted on.) the adoption of said amendment or
amendments was 1,000 shares of common
stock; and the number of shares of each
class entitled to vote as a class on the
adoption of said amendment or amendments,
and the designation of each such class
were as follows:
Class Number of Shares
N/A
NOTE: On the date of adoption of the
amendment an additional _________ shares
were held in treasury and not entitled to
vote:
Class Number of Shares
N/A
(Disregard separation into classes ARTICLE FOURTH: The number of shares voted
if class voting does not apply to for said amendment was 1,000 shares of
the amendment voted on.) common stock; and the number of shares
voted against said amendment or amendments
was ___________. The number of shares of
each class entitled to vote as a class
voted for and against said amendment or
amendments, respectively was:
Class Number of Shares Voted
N/A For Against
(Disregard these items unless the Item 1. On the date of the adoption of
amendment restates the articles of this amendment, restating the articles of
incorporation) incorporation, the corporation had 1,000
shares issued, itemized as follows:
Class Series Number Par value per share or statement
(If Any) of Shares that shares are without par value
Common None 1,000 $.01
Item 2. On the date of the adoption of
this amendment restating the articles of
incorporation, the corporation had a
stated capital of $10.00 and a paid-in
surplus of $990.00 or a total of
$1,000.00.
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(Disregard this Article where this ARTICLE FIFTH: The manner in which the
amendment contains no such exchange, reclassification, or
provisions.) 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 in, or effected by, this amendment,
is as follows:
N/A
(Disregard this Paragraph where ARTICLE SIXTH: Paragraph 1: The manner in
amendment does not affect stated which said amendment or amendments effect
capital or paid-in surplus.) a change in the amount of stated capital
or the amount of paid-in surplus, or both,
is as follows:
N/A
(Disregard this Paragraph where Paragraph 2: The amounts of stated
amendment does not affect stated capital and of paid-in surplus as changed
capital or paid-in surplus.) by this amendment are as follows:
Before Amendment After Amendment
State Capital.................. $ $
Paid-in Surplus................ $ $
N/A
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IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be executed in its name by its Vice President, and its corporate
seal to be hereto affixed, attested by its Assistant Secretary, this 5th day of
April, 1984.
TICKETMASTER CORPORATION
Exact Corporate Name
Place By /s/Dennis P. Williams
CORPORATE SEAL HERE ___________________________
Its Vice President
ATTEST:
/s/ David L. Pollins
______________________
Its Secretary
As authorized officers, we declare that this document has been examined by us
and is, to the best of our knowledge and belief, true, correct and complete.
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EXHIBIT A
RESTATEMENT OF THE ARTICLES OF
INCORPORATION OF TICKETMASTER CORPORATION
ARTICLE ONE: The name of the corporation is Ticketmaster
Corporation. The date of incorporation is February 8,
1984. The state of incorporation is Illinois.
ARTICLE TWO:
Registered Agent: Norman J. Gantz
Registered Office: 208 S. LaSalle Street
Suite 1000
Chicago, Illinois 60604
Cook County
ARTICLE THREE: The duration of the corporation is perpetual.
ARTICLE FOUR: The purposes for which the corporation is organized
are:
To engage in the transaction of any or all lawful
business for which corporation may be incorporated
under The Illinois Business Corporation Act.
ARTICLE FIVE: Paragraph 1: See Exhibit I attached hereto.
Paragraph 2: See Exhibit I attached hereto.
ARTICLE SIX: Not required to be restated.
ARTICLE SEVEN: Not required to be restated.
ARTICLE EIGHT: The number of directors is not required to be
restated. In the event that any vacancy shall occur
in the Board of Directors during an interim period
between meetings of shareholders by virtue of an
increase in the number of directors, the resignation
of one or more directors or otherwise such vacancy or
vacancies may be filled by a majority of the
directors then in office and any director so elected
shall serve until the next annual meeting of
shareholders.
ARTICLE NINE: All the property of the corporation is to be located
in this State and all of its business is to be
transacted at or from places of business in this
state, or the Incorporator(s) elect to pay the
initial franchise tax on the basis of the entire
consideration to be received for the issuance of
shares.
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EXHIBIT I
ARTICLE FIVE
Paragraph 1: The number of shares which the corporation shall be
authorized to issue, itemized by class, series and par value, if any, is
Par Value Number of Shares
Class Series Per Share Authorized
Common $.01 25,000,000
Preferred I $.10 10,000,000
Preferred II $.10 6,200,000
Preferred Undesignated $.10 3,800,000
Paragraph 2: The preferences, qualifications, limitations, restrictions
and the special or relative rights in respect of the shares of each class are:
No holder of any class or series of stock of the corporation shall have
any preemptive rights to subscribe for additional shares of stock of the
corporation. No holders of any class or series of voting stock of the
corporation shall be entitled to cumulate their votes for the election of
directors of the corporation. Whenever a vote of shareholders is required by law
or these Articles of Incorporation to approve amendments to the Articles of
Incorporation, or any merger, consolidation or the sale of substantially all of
the assets of the corporation outside of the ordinary course of business, such
approval shall require affirmative vote of the minimum number of shares
permitted by Illinois law at the date such vote is taken, but in no event less
than a majority of the total outstanding shares entitled to vote and, if
required by law, a majority of the outstanding shares of each class and series
of shares entitled to vote as a separate class in respect thereof.
Each issued and outstanding share of Common Stock will entitle the
holder thereof to one (1) vote on any matters submitted to a vote or for consent
of shareholders. Except as otherwise set forth in those Articles of
Incorporation, issued and outstanding shares of Preferred Stock will not be
entitled to vote.
The Board of Directors is authorized to provide from time to time for
the issuance of shares of Preferred Stock and to fix from time to time, before
issuance, the designation, preferences and privileges of the shares, of each
series of Preferred Stock and the restrictions or qualifications thereof,
including, without limiting the generality of the foregoing, the following:
(a) The serial designation and authorized number of shares;
(b) The dividend rate, the date or dates to which such dividends
will be payable and the extent to which such dividends may be
cumulative;
(c) The amount or amounts to be received by the holders in the
event of voluntary or involuntary dissolution or liquidation
of the corporation;
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(d) Whether such shares may be redeemed, and if so, the price or
prices at which the shares may be redeemed and any terms,
conditions and limitations upon such redemption;
(e) Any sinking fund provisions for redemption or purchase of
shares of such series;
(f) The terms and conditions, if any, on which shares may be
converted, at the election of the holders thereof, into shares
of other capital stock or of other series of Preferred Stock
of the corporation; and
(g) As to any series designated after July 1, 1984, the voting
rights, if any.
The Board of Directors may also from time to time:
(a) Alter, without limitation or restriction, the rights,
preferences, privileges and restrictions granted to or imposed
upon any wholly unissued series of Preferred Stock; and
(b) Within the limits or restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the
number of shares constituting any series, increase or decrease
(but not below the number of shares then outstanding) the
number of shares of any such series subsequent to the issuance
of shares of that series.
Each series of Preferred Stock may, in preference to the Common Stock,
be entitled to dividends from funds or other assets legally available therefor,
at such rates, payable at such times and cumulative to such extent as may be
determined and fixed by the Board of Directors pursuant to the authority herein
conferred upon it.
Each series of Preferred Stock may be subject to redemption in whole or
in part at such price or prices and on such terms, conditions and limitations as
may be determined and fixed by the Board of Directors prior to the issuance of
such series. Unless otherwise determined by the Board of Directors by
authorizing resolution, if less than all of the shares of any series of the
Preferred Stock are to be redeemed, they will be selected in such manner as the
Board of Directors shall then determine. Nothing herein contained is to limit
any right of the corporation to purchase or otherwise acquire any shares of any
series of Preferred Stock. Any shares of Preferred Stock redeemed or otherwise
acquired by the corporation will have the status of authorized and unissued
shares, undesignated as to series, and may thereafter, in the discretion of the
Board of Directors and to the extent permitted by law, be sold or reissued from
time to time as part of another series or (unless prohibited by the terms of
such series as fixed by the Board of Directors) of the same series, subject to
the terms and conditions herein set forth.
Series I Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series I Preferred Stock are as
follows:
(a) Dividends. The holders of Series I Preferred Stock shall have
the right to receive, as and when declared payable from time
to time by the Board of Directors from funds legally available
therefor, a preferential dividend of $.12 per share per annum
and no more. Such dividends shall be payable only to the
extent that the corporation has
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cumulative earnings sufficient therefor. Dividends on the
shares of Series I Preferred Stock accruing with respect to
each "dividend year" (as defined below) shall be payable
annually as determined by the Board of Directors, but in no
event later than 120 days after the end of each "dividend
year" (thus "dividend payment date"). Such dividend shall be
payable to holders of record on a date to be fixed by the
Board of Directors, such date to be not more than 120 days
preceding the dividend payment date. For the purposes hereof,
the period comprising a "dividend year" shall be concurrent
with the then fiscal year of the corporation.
(b) Redemption. The corporation may, at its option, at any time on
or after January 1, 1985, redeem all or any part of the then
outstanding Series I Preferred Stock in an amount per share
equal to all dividends declared and unpaid to the date fixed
for redemption plus a redemption amount determined as follows:
If the date fixed for redemption is during
the 12-month period beginning January 1: Redemption Amount
1985 $1.10
1986 $1.08
1987 $1.06
1988 $1.04
1989 $1.02
1990 and thereafter $1.00
The aforesaid redemption amount plus the declared and unpaid
dividends are referred to herein as the "redemption price". If
less than all shares of Series I Preferred Stock are to be
redeemed, the shares of such series to be redeemed shall be
chosen by lot or pro rata in such manner as the Board of
Directors may determine.
Not less than 30 days prior to the date fixed for redemption,
a notice specifying the time and place thereof shall be given
by mail to the holders of record of Series I Preferred Stock
to be redeemed at their respective addresses as the same shall
appear on the stock books of the corporation, but no failure
to mail such notice or defect therein or in the mailing
thereof shall affect the validity of the proceedings for such
redemption except as to the holder to whom the corporation has
failed to mail such notice or except as to the holder whose
notice was defective. Any notice which was mailed in the
manner, herein provided shall be conclusively presumed to have
been mailed whether or not the holder receives the notice.
At any time after notice of redemption has been given in the
manner prescribed above, the corporation may deposit the
aggregate redemption price in trust with a bank or trust
company (in good standing, organized under the laws of the
United States or of the State of Illinois) named in such
notice, for payment on the date fixed for redemption to the
holders of the shares so to be redeemed, upon surrender (and
endorsement if required by the Board of Directors) of the
certificates for such shares.
Upon such redemption date (unless the corporation shall
default in payment or deposit of the redemption price as set
forth in such notice), such holders shall cease to
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be shareholders with respect to such shares and shall have no
interest in or claim against the corporation and shall have no
voting or other rights with respect to such shares except the
right to receive the monies payable upon such redemption from
such bank or trust company, or from the corporation, without
interest thereon, upon surrender (and endorsement, if required
by the Board of Directors) of the certificates; and the shares
represented thereby shall no longer be deemed to be
outstanding. In the event the holder of any such shares of the
Series I Preferred Stock shall not, within six years after
such deposit, claim the amount deposited as above stated for
the redemption thereof, the depositary shall, upon demand, pay
the corporation such unclaimed amount so deposited, and the
depositary shall thereupon be relieved of all responsibility
therefor to such holder. The corporation may retain such
unclaimed amount as part of its general funds, free of any
claim of those previously entitled thereto.
(c) Dissolution. In the event of any liquidation, dissolution or
winding-up of the affairs of the corporation, either
voluntarily or involuntarily the amount that shall be paid to
the holder of each share of Series I Preferred Stock shall be
the fixed amount of $1.00 for such share and no more and the
additional sum representing accrued and unpaid dividends, if
any. Neither the merger or consolidation of the corporation,
nor the sale, lease or conveyance of all or a part of its
assets, shall be deemed to be a liquidation, dissolution or
winding up of the affairs of the corporation for this purpose.
(d) Voting Rights. The holders of the shares of Series I Preferred
Stock shall not be entitled to vote on any matter which is
required by law or by the Articles of Incorporation or By-Laws
of the corporation to be voted upon by the shareholders or
upon which the shareholders shall otherwise be entitled to
vote, unless otherwise required by the Illinois Business
Corporation Act.
(e) Seniority. The Series I Preferred Stock shall be senior to all
other equity securities of the corporation and shall be
entitled to receive in full all dividends and distributions to
which such stock shall be entitled prior to the payment of any
dividends or distributions upon any other class or series of
equity securities and shall be redeemed in full prior to the
full or partial redemption of any other class or series of
equity securities.
Series II Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series II Preferred Stock are as
follows:
(a) Dividends. The holders of Series II Preferred Stock shall have
the right to receive, as and when declared payable from time
to time by the Board of Directors from funds legally available
therefor, a preferential dividend of $.024 per share per annum
and no more. Such dividends shall be payable only to the
extent that the corporation has cumulative earnings sufficient
therefor. Dividends on the shares of Series II Preferred Stock
accruing with respect to each "dividend year" (as defined
below) shall be payable annually as determined by the Board of
Directors, but in no event later than 120 days after the end
of each "dividend year" (the "dividend payment date"). Such
dividend shall be payable to holders of record on a date to be
fixed by the Board of
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Directors, such date to be not more than 120 days preceding
the dividend payment date. For the purposes hereof, the period
comprising a "dividend year" shall be concurrent with the then
fiscal year of the corporation.
(b) Redemption. The corporation may, at its option, at any time on
or after January 1, 1985, redeem all or any part of the then
outstanding Series II Preferred Stock in an amount per share
equal to all dividends declared and unpaid to the date fixed
for redemption plus a redemption amount determined as follows:
If the date fixed for redemption is during Redemption Amount
the 12-month period beginning January 1:
1985 $0.22
1986 $0.216
1987 $0.212
1988 $0.208
1989 $0.204
1990 and thereafter $0.20
The aforesaid redemption amount plus the declared and unpaid
dividends are referred to herein as the "redemption price". If
less than all shares of Series II Preferred Stock are to be
redeemed, the shares of such series to be redeemed shall be
chosen by lot or pro rata in such manner as the Board of
Directors may determine.
Not less than 30 days prior to the date fixed for redemption,
a notice specifying the time and place thereof shall be given
by mail to the holders of record of Series II Preferred Stock
to be redeemed at their respective addresses as the same shall
appear on the stock books of the corporation, but no failure
to mail such notice or defect therein or in the mailing
thereof shall affect the validity of the proceedings for such
redemption except as to the holder to whom the corporation has
failed to mail such notice or except as to the holder whose
notice was defective. Any notice which was mailed in the
manner herein provided shall be conclusively presumed to have
been duly given whether or not the holder receives the notice.
At any time after notice of redemption has been given in the
manner prescribed above, the corporation may deposit the
aggregate redemption price in trust with a bank or trust
company (in good standing, organized under the laws of the
United States or of the State of Illinois) named in such
notice, for payment on the date fixed for redemption to the
holders of the shares so to be redeemed, upon surrender (and
endorsement if required by the Board of Directors) of the
certificates for such shares. Upon such redemption date
(unless the corporation shall default in payment or deposit of
the redemption price as set forth in such notice), such
holders shall cease to be shareholders with respect to such
shares and shall have no interest in or claim against the
corporation and shall have no voting or other rights with
respect to such shares except the right to receive the monies
payable upon such redemption from such bank or trust company,
or from the corporation, without interest thereon, upon
surrender (and endorsement, if required by the Board of
Directors) of the certificates; and the shares represented
thereby shall no longer be deemed to be outstanding. In
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the event the holder of any such shares of the Series II
Preferred Stock shall not, within six years after such
deposit, claim the amount deposited as above stated for the
redemption thereof, the depositary shall, upon demand, pay the
corporation such unclaimed amount so deposited, and the
depositary shall thereupon be relieved of all responsibility
therefor to such holder. The corporation may retain such
unclaimed amount as part of its general funds, free of any
claim of those previously entitled thereto.
(c) Dissolution. In the event of any liquidation, dissolution or
winding up of the affairs of the corporation, either
voluntarily or involuntarily, the amount that shall be paid to
the holder of each share of Series II Preferred Stock shall be
the fixed amount of $.20 for such share and no more and the
additional sum representing accrued and unpaid dividends, if
any. Neither the merger or consolidation of the corporation,
nor the sale, lease or conveyance of all or a part of its
assets, shall be deemed be a liquidation, dissolution or
winding up of the affairs of the corporation for this purpose.
(d) Voting Rights. The holders of the shares of Series II
Preferred Stock shall have one (1) vote per share on all
matters which are required by law or by the Articles of
Incorporation or By-Laws of the corporation to be voted upon
by the shareholders, or upon which the shareholders shall
otherwise be entitled to vote.
(e) Seniority. The Series II Preferred Stock shall be senior to
all other equity securities of the corporation (except the
Series I Preferred Stock), and shall be entitled to receive in
full all dividends and distributions to which such stock shall
be entitled prior to the payment of any dividends or
distributions upon any other class or series of equity
securities (except the Series I Preferred Stock) and shall be
redeemed in full prior to the full or partial redemption of
any other class or series of equity securities (except the
Series I Preferred Stock).
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File #5335-698-??
BCA-10.30 (Rev. Jul. 1984) JIM EDGAR This Space For Use By
Secretary of State Secretary of State
Submit in Duplicate State of Illinois
Date 6/26/85
Remit payment in Check or Money Order, ARTICLES OF AMENDMENT Franchise Tax $25.00
payable to "Secretary of State". Filing Fee $
Clerk /init/
DO NOT SEND CASH!
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.
ARTICLE ONE The name of the corporation is Ticketmaster Corporation
(note 1)
ARTICLE TWO The following amendment of the Articles of Incorporation was
adopted on April 26, 1985 in the manner indicated below. ("X")
one box only.
/ / By a majority of the incorporators, provided no
directors were named in the articles of incorporation
and no directors have been elected; or by a majority
of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of
the time of adoption of this amendment; (Note 2)
/ / By a majority of the board of directors, in
accordance with Section 10.15, shares having been
issued but shareholder action not being required for
the adoption of the amendment; (Note 3)
/ / By the shareholders, in accordance with Section
10.20, a resolution of the board of directors having
been duly adopted and submitted to the shareholders.
At a meeting of shareholders, not less than the
minimum number of votes required by statute and by
the articles of incorporation were voted in favor of
the amendment; (Note 4)
/X/ By the shareholders, in accordance with Sections
10.20 and 7.10, a resolution of the board of
directors having been signed by shareholders having
not less than the minimum number of votes required by
statute and by the articles of incorporation.
Shareholders who have not consented in writing have
been given notice in accordance with Section 7.10;
(Note 4)
/ / By the shareholders, in accordance with Sections
10.20 and 7.10, a resolution of the board of
directors have been duly adopted and submitted to the
shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this
amendment. (Note 4)
(INSERT AMENDMENT)
(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is: RESOLVED,
that the Articles of Incorporation be amended to read as follows:)
-----------------------------------------------------------------
(New Name)
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Page 2
Resolution
"RESOLVED, that Article Five of the Articles of Incorporation be deleted in its
entirety and that the language set forth on Exhibit A attached hereto be
substituted in its place and stead."
See Exhibit A attached hereto.
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Page 3
ARTICLE THREE The manner, if not set forth in the amendment, 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
ARTICLE FOUR (a) The manner, if not set forth in the amendment, in which
said amendment effects a change in the amount of paid-in
capital* is as follows: (If not applicable, insert "No
change")
No Change
(b) The amount of paid-in capital* as changed by this
amendment is as follows: (If not applicable, insert "No
change")
No Change
Before Amendment After Amendment
Paid-in Capital $______________ $______________
The undersigned corporation has caused this statement to be signed by its duly
authorized officers, each of whom affirm, under penalties of perjury, that the
facts stated herein are true.
Dated May 10, 1985 TICKETMASTER CORPORATION
(Exact Name of Corporation)
attested by /s/Norman J. Gantz by /s/Dennis P. Williams
(Signature of Secretary or (Signature of President
Assistant Secretary) or Vice President)
Norman J. Gantz, Secretary Dennis P. Williams,
(Type or Print Name and Title) Executive Vice President
Type or Print Name and Title)
* "Paid-in Capital" replaces the terms Stated Capital and Paid-in Surplus and is
equal to the total of these accounts.
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Page 4
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 named or elected.
(Section 10.10)
Note 3: Directors may adopt amendments without shareholder approval in only six
instances, as follows:
(a) to remove the names and addresses of directors named 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 5.15 is also filed;
(c) 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;
(d) 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;
(e) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance with Section 9.05,
(f) 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 vote on the amendment (but if class voting applies, then
also at least 2/3 vote within each class is required).
The articles of incorporation may supersede the 2/3 vote requirement by
specifying any smaller or larger 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 written 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)
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52
EXHIBIT A
ARTICLE FIVE
Paragraph 1: The number of shares which the corporation shall be
authorized to issue, itemized by class, series and par value, if any, is:
Par Value Number of
Class Series Per Share Shares Authorized
Common no par value 25,000,000
Preferred I $.10 10,000,000
Preferred II $.10 6,200,000
Preferred Undesignated $.10 3,800,000
Paragraph 2: The preferences, qualifications, limitations, restrictions
and the special or relative rights in respect of the shares of each class are:
No holder of any class or series of stock of the corporation shall have
any preemptive rights to subscribe for additional shares of stock of the
corporation. No holders of any class or series of voting stock of the
corporation shall be entitled to cumulate their votes for the election of
directors of the corporation. Whenever a vote of shareholders is required by law
or these Articles of Incorporation to approve amendments to the Articles of
Incorporation, or any merger, consolidation or the sale of substantially all of
the assets of the corporation outside of the ordinary course of business, such
approval shall require affirmative vote of the minimum number of shares
permitted by Illinois law at the date such vote is taken, but in no event less
than a majority of the total outstanding shares entitled to vote and, if
required by law, a majority of the outstanding shares of each class and series
of shares entitled to vote as a separate class in respect thereof.
Each issued and outstanding share of Common Stock will entitle the
holder thereof to one (1) vote on any matters submitted to a vote or for consent
of shareholders. Except as otherwise set forth in these Articles of
Incorporation, issued and outstanding shares of Preferred Stock will not be
entitled to vote.
The Board of Directors is authorized to provide from time to time for
the Issuance of shares of Preferred Stock and to fix from time to time, before
issuance, the designation, preferences and privileges of the shares of each
series of Preferred Stock and the restrictions or qualifications thereof,
including, without limiting the generality of the foregoing, the following:
(a) The serial designation and authorized number of shares;
(b) The dividend rate, the date or dates to which such dividends
will be payable and the extent to which such dividends may be
cumulative;
(c) The amount or amounts to be received by the holders in the
event of voluntary or involuntary dissolution or liquidation
of the corporation;
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53
(d) Whether such shares may be redeemed, and if so, the price or
prices at which the shares may be redeemed and any terms,
conditions and limitations upon such redemption;
(e) Any sinking fund provisions for redemption or purchase of
shares of such series;
(f) The terms and conditions, if any, on which shares may be
converted, at the election of the holders thereof, into shares
of other capital stock or of other series of Preferred Stock
of the corporation; and
(g) As to any series designated after July 1, 1984, the voting
rights, if any.
The Board of Directors may also from time to time:
(a) Alter, without limitation or restriction, the rights,
preferences, privileges and restrictions granted to or imposed
upon any wholly unissued series of Preferred Stock; and
(b) Within the limits or restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the
number of shares constituting any series, increase or decrease
(but not below the number of shares then outstanding) the
number of shares of any such series subsequent to the issuance
of shares of that series.
Each series of Preferred Stock may, in preference to the Common Stock,
be entitled to dividends from funds or other assets legally available therefor,
at such rates, payable at such times and cumulative to such extent as may be
determined and fixed by the Board of Directors pursuant to the authority herein
conferred upon it.
Each series of Preferred Stock may be subject to redemption in whole or
in part at such price or prices and on such terms, conditions and limitations as
may be determined and fixed by the Board of Directors prior to the issuance of
such series. Unless otherwise determined by the Board of Directors by
authorizing resolution, if less than all of the shares of any series of the
Preferred Stock are to be redeemed, they will be selected in such manner as the
Board of Directors shall then determine. Nothing herein contained is to limit
any right of the corporation to purchase or otherwise acquire any shares of any
series of Preferred Stock. Any shares of Preferred Stock redeemed or otherwise
acquired by the corporation will have the status of authorized and unissued
shares, undesignated as to series, and may thereafter, in the discretion of the
Board of Directors and to the extent permitted by law, be sold or reissued from
time to time as part of another series or (unless prohibited by the terms of
such series as fixed by the Board of Directors) of the same series, subject to
the terms and conditions herein set forth.
Series I Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series I Preferred Stock are as
follows:
(a) Dividends. The holders of Series I Preferred Stock shall have
the right to receive, as and when declared payable from time
to time by the Board of Directors from funds legally available
therefor, a preferential dividend of $.12 per share per annum
and no more. Commencing with the dividend year (as defined
below) beginning February 1,
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54
1988 (or such other date as shall be the first day of the
corporation's fiscal year ending in 1989), the dividend with
respect to Series I Preferred Stock shall increase to $.15 per
share. Commencing with the dividend year beginning February 1,
1991 (or such other date as shall be the first day of the
corporation's fiscal year ending in 1992), the dividend with
respect to Series I Preferred Stock shall increase to $.18 per
share. Such dividends shall be payable only to the extent that
the corporation has cumulative earnings sufficient therefor.
Dividends on the shares of Series I Preferred Stock accruing
with respect to each dividend year shall be payable annually
as determined by the Board of Directors, but in no event later
than 120 days after the end of each "dividend year" (the
"dividend payment date"). Such dividend shall be payable to
holders of record on a date to be fixed by the Board of
Directors, such date to be not more than 120 days preceding
the dividend payment date. For the purposes hereof, the period
comprising a "dividend year" shall be concurrent with the then
fiscal year of the corporation.
(b) Redemption. The corporation may, at its option, at any time on
or after January 1, 1985, redeem all or any part of the then
outstanding Series I Preferred Stock in an amount per share
equal to all dividends declared and unpaid to the date fixed
for redemption plus a redemption amount determined as follows:
If the date fixed for redemption is during
the 12-month period beginning January 1: Redemption Amount
1985 $1.10
1986 $1.08
1987 $1.06
1988 $1.04
1989 $1.02
1990 and thereafter $1.00
The aforesaid redemption amount plus the declared and unpaid
dividends are referred to herein as the "redemption price". If
less than all shares of Series I Preferred Stock are to be
redeemed, the shares of such series to be redeemed shall be
chosen by lot or pro rata in such manner as the Board of
Directors may determine.
Not less than 30 days prior the date fixed for redemption, a
notice specifying the time and place thereof shall be given by
mail to the holders of record of Series I Preferred Stock to
be redeemed at their respective addresses as the same shall
appear on the stock books of the corporation, but no failure
to mail such notice or defect therein or in the mailing
thereof shall affect the validity of the proceedings for such
redemption except as to the holder to whom the corporation has
failed to mail such notice or except as to the holder whose
notice was defective. Any notice which was mailed in the
manner herein provided shall be conclusively presumed to have
been duly given whether or not the holder receives the notice.
At any time after notice of redemption has been given in the
manner prescribed above, the corporation may deposit the
aggregate redemption price in trust with a
54
55
bank or trust company (in good standing, organized under the
laws of the United States or of the State of Illinois) named
in such notice, for payment on the date fixed for redemption
to the holders of the shares so to be redeemed, upon surrender
(and endorsement if required by the Board of Directors) of the
certificates for such shares. Upon such redemption date
(unless the corporation shall default in payment or deposit of
the redemption price as set forth in such notice), such
holders shall cease to be shareholders with respect to such
shares and shall have no interest in or claim against the
corporation and shall have no voting or other rights with
respect to such shares except the right to receive the monies
payable upon such redemption from such bank or trust company,
or from the corporation, without interest thereon, upon
surrender (and endorsement, if required by the Board of
Directors) of the certificates; and the shares represented
thereby shall no longer be deemed to be outstanding. In the
event the holder of any such shares of the Series I Preferred
Stock shall not, within six years after such deposit, claim
the amount deposited as above stated for the redemption
thereof, the depositary shall, upon demand, pay the
corporation such unclaimed amount so deposited, and the
depositary shall thereupon be relieved of all responsibility
therefor to such holder. The corporation may retain such
unclaimed amount as part of its general funds, free of any
claim of those previously entitled thereto.
(c) Dissolution. In the event of any liquidation, dissolution or
winding up of the affairs of the corporation, either
voluntarily or involuntarily, the amount that shall be paid to
the holder of each share of Series I Preferred Stock shall be
the fixed amount of $1.00 for such share and no more and the
additional sum representing accrued and unpaid dividends, if
any. Neither the merger or consolidation of the corporation,
nor the sale, lease or conveyance of all or a part of its
assets, shall be deemed to be a liquidation, dissolution or
winding up of the affairs of the corporation for this purpose.
(d) Voting Rights. The holders of the shares of Series I Preferred
Stock shall not be entitled to vote on any matter which is
required by law or by the Articles of Incorporation or By-Laws
of the corporation to be voted upon by the shareholders or
upon which the shareholders shall otherwise be entitled to
vote, unless otherwise required by the Illinois Business
Corporation Act.
(e) Seniority. The Series I Preferred Stock shall be senior to all
other equity securities of the corporation and shall be
entitled to receive in full all dividends and distributions to
which such stock shall be entitled prior to the payment of any
dividends or distributions upon any other class or series of
equity securities and shall be redeemed in full prior to the
full or partial redemption of any other class or series of
equity securities.
Series II Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series II Preferred Stock are as
follows:
(a) Dividends. The holders of Series II Preferred Stock shall have
the right to receive, as and when declared payable from time
to time by the Board of Directors from funds legally available
therefor, a preferential dividend of $.024 per share per annum
and no
55
56
more. Such dividends shall be payable only to the extent that
the corporation has cumulative earnings sufficient therefor.
Dividends on the shares of Series II Preferred Stock accruing
with respect to each "dividend year" (as defined below) shall
be payable annually as determined by the Board of Directors,
but in no event later than 120 days after the end of each
"dividend year" (the "dividend payment date"). Such dividend
shall be payable to holders of record on a date to be fixed by
the Board of Directors, such date to be not more than 120 days
preceding the dividend payment date. For the purposes hereof,
the period comprising a "dividend year" shall be concurrent
with the then fiscal year of the corporation.
(b) Redemption. The corporation may, at its option, at any time on
or after January 1, 1985, redeem all or any part of the then
outstanding Series II Preferred Stock in an amount per share
equal to all dividends declared and unpaid to the date fixed
for redemption plus a redemption amount determined as follows:
If the date fixed for redemption is during the 12-month Redemption Amount
period beginning January 1:
1985 $0.22
1986 $0.216
1987 $0.212
1988 $0.208
1989 $0.204
1990 and thereafter $0.20
The aforesaid redemption amount plus the declared and unpaid
dividends are referred to herein as the "redemption price". If
less than all shares of Series II Preferred Stock are to be
redeemed, the shares of such series to be redeemed shall be
chosen by lot or pro rata in such manner as the Board of
Directors may determine.
Not less than 30 days prior to the date fixed for redemption,
a notice specifying the time and place thereof shall be given
by mail to the holders of record of Series II Preferred Stock
to be redeemed at their respective addresses as the same shall
appear on the stock books of the corporation, but no failure
to mail such notice or defect therein or in the mailing
thereof shall affect the validity of the proceedings for such
redemption except as to the holder to whom the corporation has
failed to mail such notice or except as to the holder whose
notice was defective. Any notice which was mailed in the
manner herein provided shall be conclusively presumed to have
been duly given whether or not the holder receives the notice.
At any time after notice of redemption has been given in the
manner prescribed above, the corporation may deposit the
aggregate redemption price in trust with a bank or trust
company (in good standing, organized under the laws of the
United States or of the State of Illinois) named in such
notice, for payment on the date fixed for redemption to the
holders of the shares so to be redeemed, upon surrender (and
endorsement if required by the Board of Directors) of the
certificates for such shares. Upon such redemption date
(unless the corporation shall default in payment or deposit of
the redemption price as set forth in such notice), such
holders shall cease to
56
57
be shareholders with respect to such shares and shall have no
interest in or claim against the corporation and shall have no
voting or other rights with respect to such shares except the
right to receive the monies payable upon such redemption from
such bank or trust company, or from the corporation, without
interest thereon, upon surrender (and endorsement, if required
by the Board of Directors) of the certificates; and the shares
represented thereby shall no longer be deemed to be
outstanding. In the event the holder of any such shares of the
Series II Preferred Stock shall not, within six years after
such deposit, claim the amount deposited as above stated for
the redemption thereof, the depositary shall, upon demand, pay
the corporation such unclaimed amount so deposited, and the
depositary shall thereupon be relieved of all responsibility
therefor to such holder. The corporation may retain such
unclaimed amount as part of its general funds, free of any
claim of those previously entitled thereto.
(c) Dissolution. In the event of any liquidation, dissolution or
winding up of the affairs of the corporation, either
voluntarily or involuntarily, the amount that shall be paid to
the holder of each share of Series II Preferred Stock shall be
the fixed amount of $.20 for such share and no more and the
additional sum representing accrued and unpaid dividends, if
any. Neither the merger or consolidation of the corporation,
nor the sale, lease or conveyance of all or a part of its
assets, shall be deemed to be a liquidation, dissolution or
winding up of the affairs of the corporation for this purpose.
(d) Voting Rights. The holders of the shares of Series II
Preferred Stock shall have one (1) vote per share on all
matters which are required by law or by the Articles of
Incorporation or By-Laws of the corporation to be voted upon
by the shareholders, or upon which the shareholders shall
otherwise be entitled to vote.
(e) Seniority. The Series II Preferred Stock shall be senior to
all other equity securities of the corporation (except the
Series I Preferred Stock), and shall be entitled to receive in
full all dividends and distributions to which such stock shall
be entitled prior to the payment of any dividends or
distributions upon any other class or series of equity
securities (except the Series I Preferred Stock) and shall be
redeemed in full prior to the full or partial redemption of
any other class or series of equity securities (except the
Series I Preferred Stock).
57
58
File #5335-698-??
BCA-10.30 (Rev. Jul. 1984) JIM EDGAR This Space For Use By
Secretary of State Secretary of State
Submit in Duplicate State of Illinois
Date 7/29/85
Remit payment in Check or Money Order, ARTICLES OF AMENDMENT License Fee $
payable to "Secretary of Franchise Tax $25.00
State". Filing Fee $
Clerk /init/
DO NOT SEND CASH!
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.
ARTICLE ONE The name of the corporation is Ticketmaster Corporation
(note 1)
ARTICLE TWO The following amendment of the Articles of Incorporation was
adopted on July 1, 1985 in the manner indicated below. ("X")
one box only.
/ / By a majority of the incorporators, provided no
directors were named in the articles of incorporation
and no directors have been elected; or by a majority
of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of
the time of adoption of this amendment; (Note 2)
/X/ By a majority of the board of directors, in
accordance with Section 10.15, shares having been
issued but shareholder action not being required for
the adoption of the amendment; (Note 3)
/ / By the shareholders, in accordance with Section
10.20, a resolution of the board of directors having
been duly adopted and submitted to the shareholders.
At a meeting of shareholders, not less than the
minimum number of votes required by statute and by
the articles of incorporation were voted in favor of
the amendment; (Note 4)
/ / By the shareholders, in accordance with Sections
10.20 and 7.10, a resolution of the board of
directors having been signed by shareholders having
not less than the minimum number of votes required by
statute and by the articles of incorporation.
Shareholders who have not consented in writing have
been given notice in accordance with Section 7.10;
(Note 4)
/ / By the shareholders, in accordance with Sections
10.20 and 7.10, a resolution of the board of
directors have been duly adopted and submitted to the
shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this
amendment. (Note 4)
(INSERT AMENDMENT)
(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is: RESOLVED,
that the Articles of Incorporation be amended to read as follows:)
-----------------------------------------------------------------
(New Name)
58
59
Page 2
Resolution
"RESOLVED, that Paragraph 1 of Article Five to the Articles of Incorporation be,
and it hereby is, amended as follows:
Paragraph 1: The number of shares which the Corporation shall be
authorized to issue, itemized by class, series and par value, if any,
is:
Par Value Number of
Class Series Per Share Shares Authorized
Common NPV 25,000,000
Preferred I $.10 10,000,000
Preferred II $.10 7,200,000
Preferred Undesignated $.10 2,800,000
59
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Page 3
ARTICLE THREE The manner, if not set forth in the amendment, 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
ARTICLE FOUR (a) The manner, if not set forth in the amendment, in which
said amendment effects a change in the amount of paid-in
capital* is as follows: (If not applicable, insert "No
change")
N/A
(b) The amount of paid-in capital* as changed by this
amendment is as follows: (If not applicable, insert "No
change")
N/A
Before Amendment After Amendment
Paid-in Capital $______________ $______________
The undersigned corporation has caused this statement to be signed by its duly
authorized officers, each of whom affirm, under penalties of perjury, that the
facts stated herein are true.
Dated July 1, 1985 TICKETMASTER CORPORATION
(Exact Name of Corporation)
attested by /s/Norman J. Gantz by /s/Dennis P. Williams
(Signature of Secretary or (Signature of President
Assistant Secretary) or Vice President)
Norman J. Gantz, Secretary Dennis P. Williams,
(Type or Print Name and Title) Vice President
(Type or Print Name and Title)
* "Paid-in Capital" replaces the terms Stated Capital and Paid-in Surplus and is
equal to the total of these accounts.
60
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Page 4
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 named or elected.
(Section 10.10)
Note 3: Directors may adopt amendments without shareholder approval in only six
instances, as follows:
(a) to remove the names and addresses of directors named 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 5.15 is also filed;
(c) 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;
(d) 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;
(e) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance with Section 9.05,
(f) 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 vote on the amendment (but if class voting applies, then
also at least 2/3 vote within each class is required).
The articles of incorporation may supersede the 2/3 vote requirement by
specifying any smaller or larger 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 written 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)
61
62
File #5335-698-??
BCA-10.30 (Rev. Jul. 1984) JIM EDGAR This Space For Use By
Secretary of State Secretary of State
Submit in Duplicate State of Illinois
Date 12-26-85
Remit payment in Check or Money Order, ARTICLES OF AMENDMENT License Fee $
payable to "Secretary of State". Franchise Tax $25.00
Filing Fee $
Clerk /init/
DO NOT SEND CASH!
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.
ARTICLE ONE The name of the corporation is Ticketmaster Corporation
(note 1)
ARTICLE TWO The following amendment of the Articles of Incorporation was
adopted on November 25, 1985 in the manner indicated below.
("X") one box only.
/ / By a majority of the incorporators, provided no
directors were named in the articles of incorporation
and no directors have been elected; or by a majority
of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of
the time of adoption of this amendment; (Note 2)
/ / By a majority of the board of directors, in
accordance with Section 10.15, shares having been
issued but shareholder action not being required for
the adoption of the amendment; (Note 3)
/ / By the shareholders, in accordance with Section
10.20, a resolution of the board of directors having
been duly adopted and submitted to the shareholders.
At a meeting of shareholders, not less than the
minimum number of votes required by statute and by
the articles of incorporation were voted in favor of
the amendment; (Note 4)
/X/ By the shareholders, in accordance with Sections
10.20 and 7.10, a resolution of the board of
directors having been signed by shareholders having
not less than the minimum number of votes required by
statute and by the articles of incorporation.
Shareholders who have not consented in writing have
been given notice in accordance with Section 7.10;
(Note 4)
/ / By the shareholders, in accordance with Sections
10.20 and 7.10, a resolution of the board of
directors have been duly adopted and submitted to the
shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this
amendment.(Note 4)
(INSERT AMENDMENT)
(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is: RESOLVED,
that the Articles of Incorporation be amended to read as follows:)
-----------------------------------------------------------------
(New Name)
62
63
Page 2
Resolution
"RESOLVED, that Article Five of the Articles of Incorporation be deleted
in its entirety and that the language set forth in Exhibit A attached hereto be
substituted in its place and stead."
See Exhibit A attached hereto.
63
64
Page 3
ARTICLE THREE The manner, if not set forth in the amendment, 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
ARTICLE FOUR (a) The manner, if not set forth in the amendment, in which
said amendment effects a change in the amount of paid-in
capital* is as follows: (If not applicable, insert "No
change")
No Change
(b) The amount of paid-in capital* as changed by this
amendment is as follows: (If not applicable, insert "No
change")
No Change
Before Amendment After Amendment
Paid-in Capital $______________ $______________
The undersigned corporation has caused this statement to be signed by its duly
authorized officers, each of whom affirm, under penalties of perjury, that the
facts stated herein are true.
Dated November 25, 1985 TICKETMASTER CORPORATION
(Exact Name of Corporation)
attested by /s/Norman J. Gantz by /s/Dennis P. Williams
(Signature of Secretary or (Signature of President
Assistant Secretary) or Vice President)
Norman J. Gantz, Secretary Dennis P. Williams,
(Type or Print Name and Title) President
(Type or Print Name and Title)
* "Paid-in Capital" replaces the terms Stated Capital and Paid-in Surplus and is
equal to the total of these accounts.
64
65
Page 4
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 named or elected.
(Section 10.10)
Note 3: Directors may adopt amendments without shareholder approval in only six
instances, as follows:
(a) to remove the names and addresses of directors named 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 5.15 is also filed;
(c) 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;
(d) 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;
(e) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance with Section 9.05,
(f) 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 vote on the amendment (but if class voting applies, then
also at least 2/3 vote within each class is required).
The articles of incorporation may supersede the 2/3 vote requirement by
specifying any smaller or larger 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 written 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)
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EXHIBIT A
ARTICLE FOUR
Paragraph 1: The number of shares which the corporation shall be
authorized to issue, itemized by class, series and par value, if any, is:
Par Value Number of
Class Series Per Share Shares Authorized
Common no par value 25,000,000
Preferred I $.10 15,000,000
Preferred II $.10 5,900,000
Preferred III $.10 100,000
Preferred Undesignated $.10 4,000,000
Paragraph 2: The preferences, qualifications, limitations, restrictions
and special or relative rights in respect of the shares of each class are:
No holder of any class or series of stock of the corporation shall have
any preemptive rights to subscribe for additional shares of stock of the
corporation. No holders of any class or series of voting stock of the
corporation shall be entitled to cumulate their votes for the election of
directors of the corporation. Whenever a vote of shareholders is required by law
or these Articles of Incorporation to approve amendments to the Articles of
Incorporation, or any merger, consolidation or the sale of substantially all of
the assets of the corporation outside of the ordinary course of business, such
approval shall require the affirmative vote of the minimum number of shares
permitted by Illinois law at the date such vote is taken, but in no event less
than a majority of the total outstanding shares entitled to vote and, if
required by law, a majority of the outstanding shares of each class and series
of shares entitled to vote as a separate class in respect thereof.
Each issued and outstanding share of Common Stock will entitle the
holder thereof to one (1) vote on any matters submitted to a vote or for consent
of shareholders. Except as otherwise set forth in these Articles of
Incorporation, issued and outstanding shares of Preferred Stock will not be
entitled to vote.
The Board of Directors is authorized to provide from time to time for
the issuance of shares of Preferred Stock and to fix from time to time, before
issuance, the designation, preferences and privileges of the shares of each
series of Preferred Stock and the restrictions or qualifications thereof,
including, without limiting the generality of the foregoing, the following:
(a) The serial designation and authorized number of shares;
(b) The dividend rate, the date or dates on which such dividends
will be payable and the extent to which such dividends may be
cumulative;
(c) The amount or amounts to be received by the holders in the
event of voluntary or involuntary dissolution or liquidation
of the corporation;
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(d) Whether such shares may be redeemed, and if so, the price or
prices at which the shares may be redeemed and any terms,
conditions and limitations upon such redemption;
(e) Any sinking fund provisions for redemption or purchase of
shares of such series;
(f) The terms and conditions, if any, on which shares may be
converted, at the election of the holders thereof, into shares
of other capital stock or of other series of Preferred Stock
of the corporation; and
(g) The voting rights, if any.
The Board of Directors may also from time to time:
(a) Alter, without limitation or restriction, the rights,
privileges and restrictions granted to or imposed upon any
wholly unissued series of Preferred Stock; and
(b) Within the limits or restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the
number of shares constituting any series, increase or decrease
(but not below the number of shares then outstanding) the
number of shares of any such series subsequent to the issuance
of shares of that series.
Each series of Preferred Stock may, in preference to the Common Stock,
be entitled to dividends from funds or other assets legally available therefor,
at such rates, payable at such times and cumulate to such extent as may be
determined and fixed by the Board of Directors pursuant to the authority herein
conferred upon it.
Each series of Preferred Stock may be subject to redemption in whole or
in part at such price or prices and on such terms, conditions and limitations as
may be determined and fixed by the Board of Directors prior to the issuance of
such series. Unless otherwise determined by the Board of Directors by
authorizing resolution, if less than all of the shares of any series of the
Preferred Stock are to be redeemed, they will be selected in such manner as the
Board of Directors shall then determine. Nothing herein is to limit any right of
the corporation to purchase or otherwise acquire any shares of any series of
Preferred Stock. Any shares of Preferred Stock redeemed or otherwise acquired by
the corporation will have the status of authorized and unissued shares,
undesignated as to series, and may thereafter, in the discretion of the Board of
Directors and to the extent permitted by law, be sold or reissued from time to
time as part of another series or (unless prohibited by the terms of such series
as fixed by the Board of Directors) of the same series, subject to the terms and
conditions herein set forth.
Series I Preferred Stock. The rights, preferences, privileges and
restrictions granted to-or imposed upon the Series I Preferred Stock are as
follows:
(a) Dividends. The holders of Series I Preferred Stock shall have
the right to receive, as and when declared payable from time
to time by the Board of Directors from funds legally available
therefor, a preferential dividend of $.12 per share per annum
and no more. Commencing with the dividend year (as defined
below) beginning February 1, 1988 (or such other date as shall
be the first day of the corporation's fiscal year ending
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in 1989), the dividend with respect to Series I Preferred
Stock shall increase to $.15 per share. Commencing with the
dividend year beginning February 1, 1991 (or such other date
as shall be the first day of the corporation's fiscal year
ending in 1992), the dividend with respect to Series I
Preferred Stock shall increase to $.18 per share. Such
dividends shall be payable only to the extent that the
corporation has cumulative earnings sufficient therefor.
Dividends on the shares of Series I Preferred Stock accruing
with respect to each dividend year shall be payable annually
as determined by the Board of Directors, but in no event later
than 120 days after the end of each "dividend year" (the
dividend payment date"). Such dividend shall be payable to
holders of record on a date to be fixed by the Board of
Directors, such date to be not more than 120 days preceding
the dividend payment date. For the purposes hereof, the period
comprising a "dividend year" shall be concurrent with the then
fiscal year of the corporation.
(b) Redemption. The corporation may at its option, at any time,
redeem all or any part of the then outstanding Series I
Preferred Stock in an amount per share equal to all dividends
declared and unpaid to the date fixed for redemption plus a
redemption amount determined as follows:
If the date fixed for redemption
is during the 12-month period Redemption Amount
beginning January 1:
1985 $1.10
1986 $1.08
1987 $1.06
1988 $1.04
1989 $1.02
1990 and thereafter $1.00
The aforesaid redemption amount plus the declared and unpaid
dividends are referred to herein as the "redemption price". If
less than all shares of Series I Preferred Stock are to be
redeemed, the shares of such series to be redeemed shall be
chosen by lot or pro rata in such manner as the Board of
Directors may determine.
Not less than 30 days prior the date fixed for redemption, a
notice specifying the time and place thereof shall be given by
mail to the holders of record of Series I Preferred Stock to
be redeemed at their respective addresses as the same shall
appear on the stock books of the corporation, but no failure
to mail such notice or defect therein or in the mailing
thereof shall affect the validity of the proceedings for such
redemption except as to the holder to whom the corporation has
failed to mail such notice or except as to the holder whose
notice was defective. Any notice which was mailed in the
manner herein provided shall be conclusively presumed to have
been duly given whether or not the holder receives the notice.
At any time after notice of redemption has been given in the
manner prescribed above, the corporation may deposit the
aggregate redemption price in trust with a bank or trust
company (in good standing, organized under the laws of the
United
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States or of the State of Illinois) named in such notice, for
payment on the date fixed for redemption to the holders of the
shares so to be redeemed, upon surrender (and endorsement if
required by the Board of Directors) of the certificates for
such shares. Upon such redemption date (unless the corporation
shall default in payment or deposit of the redemption price as
set forth in such notice), such holders shall, cease to be
shareholders with respect to such shares and shall have no
interest in or claim against the corporation and shall have no
voting or other rights with respect to such shares except the
right to receive the monies payable upon such redemption from
such bank or trust company, or from, the corporation, without
interest thereon, upon surrender (and endorsement, if required
by the Board of Directors) of the certificates; and the shares
represented thereby shall no longer be deemed to be
outstanding. In the event the holder of any such shares of the
Series I Preferred Stock shall not, within six years after
such deposit, claim the amount deposited as above stated for
the redemption thereof, the depositary shall, upon demand, pay
the corporation such unclaimed amount so deposited, and the
depositary shall thereupon be relieved of all responsibility
therefor to such holder. The corporation may retain such
unclaimed amount as part of its general funds, free of any
claim of those previously entitled thereto.
(c) Dissolution. In the event of any liquidation, dissolution or
winding up of the affairs of the corporation, either
voluntarily or involuntarily, the amount that shall be paid to
the holder of each share of Series I Preferred Stock shall be
the fixed amount of $1.00 for such share and no more and the
additional sum representing accrued and unpaid dividends, if
any. Neither the merger or consolidation of the corporation,
nor the sale, lease or conveyance of all or a part of its
assets, shall be deemed to be a liquidation, dissolution or
winding up of the affairs of the corporation for this purpose.
(d) Voting Rights. The holders of the shares of Series I Preferred
Stock shall not be entitled to vote on any matter which is
required by law or by the Articles of Incorporation or By-Laws
of the corporation to be voted upon by the shareholders or
upon which the shareholders shall otherwise be entitled to
vote, unless otherwise required by the Illinois Business
Corporation Act.
(e) Seniority. The Series I Preferred Stock shall be senior to all
other equity securities of the corporation and shall be
entitled to receive in full all dividends and distributions to
which such stock shall be entitled prior to the payment of any
dividends or distributions upon any other class or series of
equity securities and shall be redeemed in full prior to the
full or partial redemption of any other class or series of
equity securities.
Series II Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series II Preferred Stock are as
follows:
(a) Dividends. The holders of Series II Preferred Stock shall have
the right to receive, as and when declared payable from time
to time by the Board of Directors from funds legally available
therefor, a preferential dividend of $.024 per share per annum
and no more. Such dividends shall be payable only to the
extent that the corporation has
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cumulative earnings sufficient therefor. Dividends on the
shares of Series II Preferred Stock accruing with respect to
each "dividend year" (as defined below) shall be payable
annually as determined by the Board of Directors, but in no
event later than 120 days after the end of each "dividend
year" (the "dividend payment date"). Such dividend shall be
payable to holders of record on a date to be fixed by the
Board of Directors, such date to be not more than 120 days
preceding, the dividend payment date. For the purposes hereof,
the period comprising a (dividend year) shall be concurrent
with the then fiscal year of the corporation.
(b) Redemption. The corporation may, at its option, at any time,
redeem all or any part of the then outstanding Series II
Preferred Stock in an amount per share equal to all dividends
declared and unpaid to the date fixed for redemption plus a
redemption amount determined as follows:
If the date fixed for redemption is during the
12-month period beginning January 1: Redemption Amount
1985 $0.22
1986 $0.216
1987 $0.212
1198 $0.208
1989 $0.204
1990 and thereafter $0.20
The aforesaid redemption amount plus the declared and unpaid
dividends are referred to herein as the "redemption price". If
less than all shares of Series II Preferred Stock are to be
redeemed, the shares of such series to be redeemed shall be
chosen by lot or pro rata in such manner as the Board of
Directors may determine.
Not less than 30 days prior the date fixed for redemption, a
notice specifying the time and place thereof shall be given by
mail to the holders of record of Series II Preferred Stock to
be redeemed at their respective addresses as the same shall
appear on the stock books of the corporation, but no failure
to mail such notice or defect therein or in the mailing
thereof shall affect the validity of the proceedings for such
redemption except as to the holder to whom the corporation has
failed to mail such notice or except as to the holder whose
notice was defective. Any notice which was mailed in the
manner herein provided shall be conclusively presumed to have
been duly given whether or not the holder receives the notice.
At any time after notice of redemption has been given in the
manner prescribed above, the corporation may deposit the
aggregate redemption price in trust with a bank or trust
company (in good standing, organized under the laws of the
United States or of the State of Illinois) named in such
notice, for payment on the date fixed for redemption to the
holders of the shares so to be redeemed, upon surrender (and
endorsement if required by the Board of Directors) of the
certificates for such shares. Upon such redemption date
(unless the corporation shall default in payment or deposit of
the redemption price as set forth in such notice), such
holders shall cease to be shareholders with respect to such
shares and shall have no interest in or claim
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against the corporation and shall have no voting or other
rights with respect to such shares except the right to receive
the monies payable upon such redemption from such bank or
trust company, or from the corporation, without Interest
thereon, upon surrender (and endorsement, if required by the
Board of Directors) of the certificates; and the shares
represented thereby shall no longer be deemed to be
outstanding. In the event the holder of any such shares of the
Series II Preferred Stock shall not, within six years after
such deposit, claim the amount deposited as above stated for
the redemption thereof, the depositary shall, upon demand, pay
the corporation such unclaimed amount so deposited, and the
depositary shall thereupon be relieved of all responsibility
therefor to such holder. The corporation may retain such
unclaimed amount as part of its general funds, free of any
claim of those previously entitled thereto.
(c) Dissolution. In the event of any liquidation, dissolution or
winding up of the affairs of the corporation, either
voluntarily or involuntarily, the amount that shall be paid to
the holder of each share of Series II Preferred Stock shall be
the fixed amount of $.20 for such share and no more and the
additional sum representing accrued and unpaid dividends, if
any. Neither the merger or consolidation of the corporation,
nor the sale, lease or conveyance of all or a part of its
assets, shall be deemed to be liquidation, dissolution or
winding up of the affairs of the corporation for this purpose.
(d) Voting Rights. The holders of the shares of Series II
Preferred Stock shall have one (1) vote per share on all
matters which are required by law or by the Articles of
Incorporation or By-Laws of the corporation to be voted upon
by the shareholders, or upon which the shareholders shall
otherwise be entitled to vote.
(e) Seniority. The Series II Preferred Stock shall be senior to
all other equity securities of the corporation (except the
Series I Preferred Stock) and shall be entitled to receive in
full all dividends and distributions to which such stock shall
be entitled prior to the payment of any dividends or
distributions upon any other class or series of equity
securities (except the Series I Preferred Stock) and shall be
redeemed in full prior to the full or partial redemption of
any other class or series of equity securities (except the
Series I Preferred Stock).
Series III Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series III Preferred Stock are as
follows:
(a) Dividends. The holders of Series III Preferred Stock shall not
be entitled to receive any dividends in respect of such
shares.
(b) Redemption. The corporation may, at its option, at any time,
redeem all or any part of the then outstanding Series III
Preferred Stock in an amount per share equal to $155, subject
to adjustment as provided in subparagraph (f) below.
The aforesaid redemption amount is referred to herein as the
"redemption price". If less than all shares of Series III
Preferred Stock are to be redeemed, the shares of such series
to be redeemed shall be chosen by lot or pro rata in such
manner as the Board of Directors may determine.
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Not less than 30 days prior to the date fixed for redemption,
a notice specifying the time and place thereof shall be given
by certified mail return receipt requested to the holders of
record of Series III Preferred Stock to be redeemed at their
respective addresses as the same shall appear on the stock
books of the corporation, but no failure to mail such notice
or defect therein or in the mailing thereof shall affect the
validity of the proceedings for such redemption except as to
the holder to whom the corporation has failed to mail such
notice or except as to the holder whose notice was defective.
Any notice which was mailed in the manner herein provided
shall be conclusively presumed to have been duly given whether
or not the holder receives the notice.
At any time after notice of redemption has been given in the
manner prescribed above, the corporation may deposit the
aggregate redemption price in trust with a bank or trust
company (in good standing, organized under the laws of the
United States or of the State of Illinois) named in such
notice, for payment on the date fixed for redemption to the
holders of the shares so to be redeemed, upon surrender (and
endorsement if required by the Board of Directors) of the
certificates for such shares. Upon such redemption date
(unless the corporation shall default in payment or deposit of
the redemption price as set forth in such notice), such
holders shall cease to be shareholders with respect to such
shares and shall have no interest in or claim against the
corporation and shall have no voting or other rights with
respect to such shares except the right to receive the monies
payable upon such redemption from such bank or trust company,
or from the corporation, without interest thereon, upon
surrender (and endorsement, if required by the Board of
Directors) of the certificates; and the shares represented
thereby shall no longer be deemed to be outstanding. In the
event the holder of any such shares of the Series III
Preferred Stock shall not, within six years after such
deposit, claim the amount deposited as above stated for the
redemption thereof, the depositary shall, upon demand, pay the
corporation such unclaimed amount so deposited, and the
depositary shall thereupon be relieved of all responsibility
therefor to such holder. The corporation may retain such
unclaimed amount as part of its general funds, until claimed
by those previously entitled thereto.
(c) Dissolution. In the event of any liquidation, dissolution or
winding up of the affairs of corporation, either voluntarily
or involuntarily, the amount that shall be paid to the holder
of each share of Series III Preferred Stock shall, subject to
subparagraph (f) below, be the fixed amount of $155 for such
share and no more (hereinafter referred to as the "liquidation
amount"). Neither the merger or consolidation of the
corporation, nor the sale, lease or conveyance of all or a
part of its assets, shall be deemed to be a liquidation,
dissolution or winding up of the affairs of the corporation
for this purpose or to constitute a redemption of the Series
III Preferred Stock.
(d) Voting Rights. The holders of the shares of Series III
Preferred Stock shall not be entitled to vote on any matters
which are required by law or by the Articles of Incorporation
or By-Laws of the corporation to be voted upon by the
shareholders, or upon which the shareholders shall otherwise
be entitled to vote.
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(e) Seniority. The Series III Preferred Stock shall be senior to
all other equity securities of the corporation (except the
Series I Preferred Stock and the Series II Preferred Stock),
and shall be entitled to receive in full all distributions to
which such stock shall be entitled to prior to the payment of
any dividends or distributions upon any other class or series
of equity securities (except the Series I Preferred Stock and
the Series II Preferred Stock) and shall be redeemed in full
prior to the full or partial redemption of any other class or
series of equity securities (except the Series I Preferred
Stock and the Series II Preferred Stock).
(f) Adjustment
(i) The liquidation amount and the redemption price shall
be subject to adjustment if:
(A) a directly or indirectly owned subsidiary of
the corporation ceases to be the exclusive
computerized ticketing agent for the
Meadowlands sports complex operated by the
New Jersey Sports Authority (the
"Meadowlands"); and
(B) such cessation occurs directly or indirectly
as the result of the pendency, disposition
or settlement of an action instituted during
June or July, 1985 by Control Data
Corporation, which action seeks to void the
grant of such agency by the Meadowlands; and
(C) the corporation sustains the loss of all or
a portion of the funds advanced by it to one
or more of its subsidiaries to fund such
subsidiaries' New York operations (the
amount of such loss being referred to
hereinafter as the "New York Funding Loss").
(ii) The liquidation amount and the redemption price shall
be adjusted by subtracting from the respective
amounts an amount equal to 50% of the New York
Funding Loss divided by 10,000; provided, however,
that in no event shall the liquidation amount or
redemption price per share be less than $.10. For
example, if the New York Funding Loss is $2,000,000,
the liquidation amount and the redemption price would
be reduced from $155 to $55 ($155 - .5 x $2,000,000)
divided by 10,000.
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EXHIBIT B
In the event that any vacancy shall occur in the board of directors
during an interim period between meetings of shareholders by virtue of an
increase in the number of directors, the resignation of one or more directors or
otherwise, such vacancy or vacancies may be filled by a majority of the
directors then in office, and any director so elected shall serve until the next
annual meeting of shareholders.
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BCA-11.25 (Rev. Jul. 1984) JIM EDGAR This Space For Use By
Secretary of State Secretary of State
Submit in Duplicate State of Illinois
Date 5/6/88
Remit payment in Check or Money Order, ARTICLES OF MERGER, Filing Fee $100.00
payable to "Secretary of State". CONSOLIDATION, EXCHANGE Clerk /init/
DO NOT SEND CASH!
Filing Fee is $100, but if merger
or consolidation of more than 2
corporations $50 for each
additional corporation.
Pursuant to the provisions of "The Business Corporation, Act of 1983", the
undersigned corporation(s) hereby adopt(s) the following Articles of Merger,
Consolidation or Exchange. (Strike inapplicable words)
1. The names of the corporations proposing to merge, and the State or Country of
their incorporation are:
Name of Corporation State or Country of Incorporation
Ticketmaster Corporation Illinois 5335-6982
New TMC, Inc. Illinois 5503-0781
2. The laws of the State or Country under which each corporation is incorporated
permit such merger, consolidation or exchange.
3. The name of the surviving corporation is Ticketmaster Corporation
and it shall be governed by the laws of Illinois
4. The plan of merger is as follows:
If not sufficient space to cover this point, add one or more sheets of this size
See the Agreement and Plan of Merger attached hereto as Exhibit A.
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5. The plan of merger exchange was approved, as to each corporation, as follows:
(Only "X" one box for each corporation)
By the shareholders, a By written consent of the By written consent of
resolution of the board of shareholders having not less ALL the shareholders
directors having been duly thin the minimum number of entitled to vote on
adopted and submitted to a votes required by statute the action, in
vote at a meeting of and by the articles of accordance with
shareholders. Not less incorporation. Shareholders Section 7.10 &
than the minimum number of who have not consented in Section 11.20.
votes required by statute writing have been given
and by the articles of notice in accordance with
incorporation voted in Section 7.10. (Section 11.20)
favor of the action taken.
(Section 11.20)
Name of Corporation / / /X/ / /
Ticketmaster Corporation / / / / /X/
New TMC, Inc. / / / / / /
6. (Not applicable if surviving, new or acquiring corporation is an Illinois
corporation)
It is agreed that, upon and after the issuance of a certificate of merger,
consolidation or exchange by the Secretary of State of the State of Illinois:
a. The surviving, new or acquiring corporation may be served with
process in the State of Illinois in any proceeding for the
enforcement of any obligation of any corporation organized
under the laws of the State of Illinois which is a party to
the merger, consolidation or exchange and in any proceeding
for the enforcement of the rights of a dissenting shareholder
of any such corporation organized under the laws of the State
of Illinois against the surviving, new or acquiring
corporation.
b. The Secretary of State of the State of Illinois shall be and
hereby is irrevocably appointed as the agent of the surviving,
or acquiring corporation to accept service of process in any
proceedings, and
c. The surviving, new, or acquiring corporation will promptly pay
to the dissenting shareholders of any corporation organized
under the law of the State of Illinois which is a party to the
merger, consolidation or exchange the amount, if any, to which
they shall be entitled under the provisions of "The Business
Corporation Act of 1933" of the State of Illinois with respect
to the rights of dissenting shareholders.
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EXHIBIT A
Agreement and Plan of Merger
between
TICKETMASTER CORPORATION
(an Illinois corporation)
and
NEW TMC, INC.
(an Illinois corporation)
Agreement and Plan of Merger ("Agreement"), dated as of the 6th day of May,
1988, by and between TICKETMASTER CORPORATION, an Illinois corporation
(hereinafter referred to as "the Company" or the "Surviving Corporation"), and
NEW TMC, INC., an Illinois corporation (hereinafter referred to as "New TMC"),
said two corporations being hereinafter sometimes referred to collectively as
the "Constituent Corporations".
W I T N E S S E T H:
WHEREAS, the Company is a corporation duly organized and existing under
the laws of the State of Illinois; and
WHEREAS, New TMC is a corporation duly organized and existing under the
laws of the State of Illinois; and
WHEREAS, the total number of shares which the company is authorized to
issue is 25,000,000 shares of Common Stock having no par value, 15,000,000
shares of Series I Preferred Stock having a par value of $0.10 per share,
5,900,000 shares of Series II Preferred Stock having a par value of $0.10 per
share, 100,000 shares of Series III Preferred Stock having a par value of $0.10
per share, and 4,000,000 shares of undesignated Preferred Stock having a par
value of $0.10 per share; and
WHEREAS, the total number of shares of the company currently issued and
outstanding is 9,611,359 shares of Common Stock, 12,806,300 shares of Series I
Preferred Stock, 5,900,000 shares of Series II Preferred Stock and 10,000 shares
of Series III Preferred Stock; and
WHEREAS, the total number of shares which New TMC is authorized to
issue is 25,000,000 shares of Common Stock having no par value, 15,000,000
shares of Series I Preferred Stock having no par value, 5,900,000 shares of
Series II Preferred Stock having no par value and 100,000 shares of Series III
Preferred Stock having no par value and 4,000,000 shares of undesignated
Preferred Stock having no value; and
WHEREAS, the total number of shares of New TMC currently issued and
outstanding is 9,147,509 shares of Common Stock, 12,438,121 shares of Series I
Preferred Stock, 5,700,875 shares of Series II Preferred Stock and 10,000 shares
of Series III Preferred Stock; and
WHEREAS, the respective Boards of Directors of the Company and New TMC
have determined that it is advisable and in the best interests of both
corporations that New TMC be
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merged with and into the Company, and have approved such merger on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the
agreements, covenants and provisions hereinafter set forth, the Company and New
TMC hereby agree as follows:
ARTICLE I
The Merger
1.1 The Company and New TMC shall be merged into a single corporation
in accordance with the applicable provisions of the laws of the State of
Illinois, by New TMC merging into the Company which shall be the Surviving
Corporation.
1.2 The name of the Surviving Corporation shall be Ticketmaster
Corporation.
1.3 Upon the merger becoming effective in accordance with the laws of
the State of Illinois (such time being hereinafter referred to as the "Effective
Date"):
(a) The Constituent Corporations shall be a single corporation,
which shall be the Company, and the separate existence of New
TMC shall cease except to the extent provided by the laws of
the State of Illinois in the case of a corporation after its
merger with another corporation.
(b) The Surviving Corporation shall have all the rights,
privileges, immunities and powers and shall be subject to all
the duties and liabilities of a corporation organized under
the Illinois Business Corporation Act of 1983, as amended.
(c) The Surviving Corporation shall thereupon and thereafter
possess all of the rights, privileges, immunities and
franchises, of a public as well as of a private nature, of
each of the Constituent Corporations; and all property, real,
personal and mixed, all debts due on whatever account,
including subscriptions to shares and all other in action, and
all and every other interest of, or belonging to or due, each
of the Constituent Corporations shall be taken and deemed to
be transferred to and vested in the Surviving corporation
without further act or deed; and the title to any real estate,
or any interest therein, vested in either of the Constituent
corporations shall not revert or be in any way impaired by
reason of the merger.
(d) The Surviving Corporation shall thenceforth be responsible and
liable for all the liabilities and obligations of each of the
Constituent Corporations (including, without limitation
thereby, accrued but unpaid dividends upon the capital stock
of the Company), and any claim existing or action or
proceeding pending by or against either of the Constituent
Corporations may be prosecuted to judgment as if the merger
had not taken place, or the Surviving Corporation may be
substituted in its place, and neither the rights of creditors
nor any liens upon the property of either the Constituent
Corporations stall be impaired by reason of the merger.
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ARTICLE II
Officers, Directors and Employees
2.1 The Board of Directors of the Surviving Corporation shall be the
Board of Directors of the company as it existed immediately prior to the merger.
2.2 The officers of the Surviving Corporation shall be the officers of
the Company who held office immediately prior to the merger.
2.3 The employees and agents of the Company immediately prior to the
merger shall become the employees and agents of the Surviving Corporation.
ARTICLE III
Articles of Incorporation; By-Laws
3.1 Upon the Effective Date of the merger, the Articles of
Incorporation of the Company, as amended, shall constitute the Articles of
Incorporation of the Surviving Corporation.
3.2 Upon the Effective Date of the merger, the By-Laws of the Company
shall constitute the By-Laws of the Surviving Corporation.
ARTICLE IV
Conversion of Shares; Issuance of New Securities
4.1 The manner and basis of converting shares of stock and other
obligations of the Constituent Corporations into shares of the Surviving
Corporation shall be as follows:
(a) Each share of Common Stock of New TMC issued and outstanding
upon the Effective Date of the merger shall thereupon, and
without any other action, be converted into one fully paid and
non-assessable share of Common Stock of the Surviving
Corporation.
(b) Each share of Series I Preferred Stock of New TMC issued and
outstanding upon the Effective Date of the merger shall
thereupon, and without any other action, be converted into one
fully paid and non-assessable share of Series I Preferred
Stock of the Surviving corporation.
(c) Each share of Series II Preferred Stock of New TMC issued and
outstanding upon the Effective Date of the merger shall
thereupon, and without any other action, be converted into one
fully paid and non-assessable share of Series II Preferred
Stock of the surviving Corporation.
(d) Each share of Series III Preferred Stock of New TMC issued and
outstanding upon the Effective Date of the merger shall
thereupon, and without any other action, be converted into one
fully paid and non-assessable share of Series III Preferred
Stock of the Surviving corporation.
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(e) Each share of Common Stock, Series I Preferred Stock and
Series II Preferred Stock and Series III Preferred Stock of
the Company issued and outstanding and owned by a shareholder
other than New TMC (an "Exchanging Shareholder") upon the
Effective Date of the merger shall be canceled and changed
into and exchanged for cash in the following manner:
(i) Each share of Common Stock of the Company owned by an
Exchanging Shareholder immediately prior to the
Effective Date of the merger shall thereupon, and
without any other action, be changed into and
exchanged for $0.50 in cash.
(ii) Each share of Series I Preferred Stock owned by an
Exchanging Shareholder immediately prior to the
Effective Date of the merger shall thereupon, and
without any other action, be changed into and
exchanged for $1.04 in cash plus an amount in cash
equal to dividends in arrears thereon through the
Effective Date of the merger.
(iii) Each share of Series II Preferred Stock owned by an
Exchanging Shareholder immediately prior to the
Effective Date of the merger shall thereupon, and
without any other action, be changed into and
exchanged for $0.208 in cash plus an amount in cash
equal to dividends in arrears thereon through the
Effective Date of the merger.
(iv) Each share of Series III Preferred Stock owned by an
Exchanging Shareholder immediately prior to the
Effective Date of the merger shall thereupon, and
without any other action, be changed into and
exchanged for $155 in cash plus an amount in cash
equal to dividends in arrears thereon through the
Effective Date of the merger.
(f) Each share of Series I Preferred Stock and Series II Preferred
Stock* and Series III Preferred Stock of the Company issued
and outstanding and owned by New TMC, or held in the treasury
of the Company, upon the Effective Date of the Merger shall be
canceled and retired with no cash, securities or other
property being issued to the holders thereof upon such
cancellation and retirement.
(g) After the Effective Date of the merger, each holder of a
certificate representing issued and outstanding shares of New
TMC shall be required to surrender the same to the Surviving
corporation, and, upon such surrender, such holder shall be
entitled to receive a certificate or certificates issued by
the Surviving Corporation representing the number of shares of
Common Stock, Series I Preferred Stock, Series II Preferred
Stock and/or Series III Preferred Stock, as the case may be,
represented by the surrendered certificate or certificates. No
holder of a certificate that prior to the merger represented
issued and outstanding shares of New TMC shall have any
rights, after the Effective Date, with respect to such shares,
except to surrender the certificate or certificates in
exchange for stock of the Surviving Corporation. The Surviving
Corporation shall be entitled to rely upon the stock records
of New TMC as to the ownership of its stock on the Effective
Date of the merger.
* and Common Stock
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(h) After the Effective Date of the merger, each Exchanging
Shareholder shall be required to surrender certificates
representing issued and outstanding shares of the company and
thereupon shall be entitled to receive from the Surviving
Corporation such cash as to which they may be entitled. No
Exchanging Shareholder shall have any rights, after the
Effective Date, with respect to his or its certificate or
certificates except to surrender the certificate or
certificates in exchange for cash or to perfect the
dissenter's rights, if any, that such Exchanging Shareholder
may have pursuant to the applicable provisions of the Illinois
Business Corporation Act of 1983, as amended. The Surviving
Corporation shall be entitled to rely upon the stock records
of the Company as to the ownership of its stock on the
Effective Date of the merger.
(i) New TMC will not make any transfers on its stock register
after the Effective Date of the merger.
(j) The company will not make any transfers on its stock register
after the Effective Date of the merger relative to shares of
its capital stock that are issued and outstanding immediately
prior to the Effective Date.
(k) By its receipt of shares of Common Stock, Series I Preferred
Stock, Series II Preferred Stock and/or Series III Preferred
Stock of the Surviving Corporation, each recipient thereof
shall be deemed to have represented the matters in (i) below
and acknowledged the matters in (ii) and (iii) below to the
Company and New TMC:
(i) Such shares are being acquired by the recipient for
itself without a view to the further disposition
thereof;
(ii) Such shares have not been registered under the
Securities Act of 1933, as amended (the "Act"), in
reliance upon the exemption from registration
afforded by section 4(2) of the Act and/or Rule 506
promulgated thereunder; and
(iii) Such shares will not be freely transferable and may
not be sold, transferred, assigned or otherwise
disposed of by the recipient absent registration
under the Act or an exemption therefrom, and the
certificates evidencing such shares will bear a
legend reflecting such restriction.
ARTICLE V
Shareholder Approval; Abandonment; Amendment
5.1 This Agreement shall be submitted to the shareholders of each of
the Constituent Corporations as provided by law, and shall take effect and be
deemed the Agreement and Plan of Merger of the Constituent Corporations upon the
approval or adoption thereof by the shareholders of each of the Constituent
corporations in accordance with the laws of the State of Illinois, and upon the
execution, filing and recording of such document and the doing of such acts and
things as shall be required for accomplishing the merger under the laws of the
State of Illinois.
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5.2 Anything herein or elsewhere to the contrary notwithstanding, this
Agreement may be abandoned for any reason at any time prior to the Effective
Date by the mutual consent of the Board of Directors of the Company and New TMC.
5.3 This Agreement may be amended for any reason at any time prior to
the Effective Date, either before or after the shareholders' approvals required
by Section 5.1 of this Agreement, provided that such amendment shall not
materially and adversely affect the rights and interests of the shareholders of
the Company or New TMC.
ARTICLE VI
Miscellaneous
6.1 The Company, as the Surviving Corporation, shall pay all expenses
of carrying this Agreement into effect and accomplishing the merger provided for
herein.
6.2 If at any time the Surviving Corporation shall consider or be
advised that any further assignment or assurance in law is necessary or
desirable to vest in the Surviving Corporation the title to any property or
rights of New TMC, the proper officers and directors of New TMC shall execute
and make all proper assignments and assurances in law, and do all things
necessary or proper to vest such property or rights in the Surviving Corporation
and otherwise to carry out the purposes of this Agreement; and the proper
officers and directors of the Surviving corporation are fully authorized in the
name of New TMC, or otherwise, to take any and all such actions.
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IN WITNESS WHEREOF this Agreement has been executed by the duly
authorized officers of each of the parties hereto, and their respective
corporate seals have hereunto been affixed and attested, as of the day and year
first above written.
TICKETMASTER CORPORATION,
an Illinois corporation
By: ___________________________
Fredric D. Rosen,
Chairman of the Board
ATTEST:
___________________________
Norman J. Gantz,
Secretary
NEW TMC, INC.,
an Illinois corporation
By: ___________________________
Robert A. Leonard,
President
ATTEST:
___________________________
Norman J. Gantz,
Secretary
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7. (Complete this item if reporting a merger of subsidiary corporations)
a. The number of outstanding shares of each class of each merging
subsidiary corporation and the number of such shares of each
class owned immediately prior to the adoption of the plan of
merger by the parent corporation, are:
Name of Corporation Total Number of Shares Outstanding Number of Shares of Each Class
of Each Class Owned Immediately Prior to
Merger by the Parent Corporation
___________________________ ___________________________ ___________________________
___________________________ ___________________________ ___________________________
___________________________ ___________________________ ___________________________
___________________________ ___________________________ ___________________________
b. The date of mailing a copy of the plan of merger and notice of
the right to dissent to the shareholders of each merging
subsidiary corporation was _______________, 19___
Was written consent for the merger or written waiver of the
30-day period by the holders of all the outstanding shares of
all subsidiary corporations received
__ Yes __ No
(If the answer is "No", the duplicate copies of the Articles
of Merger may not be delivered to the Secretary of State until
after 30 days following the mailing of a copy of the plan of
merger and of the notice of the right to dissent to the
shareholders of each merging subsidiary corporation
The undersigned corporations have caused these articles to he signed by
their duly authorized officers, each of whom affirm, under penalties of perjury,
that the facts stated herein are true.
Dated: May 6, 1988 TICKETMASTER CORPORATION
(Exact Name of Corporation)
attested by /s/Norman J. Gantz, Secretary by /s/Robert A. Leonard
(Signature of Secretary or Assistant Secretary) (Signature of President or Vice President)
Norman J. Gantz, Secretary Robert A. Leonard, President
(Type or Print Name and Title) (Type or Print Name and Title)
Dated: May 6, 1988 NEW TMC, INC.
(Exact Name of Corporation)
attested by /s/Norman J. Gantz, Secretary by /s/Robert A. Leonard
(Signature of Secretary or Assistant Secretary) (Signature of President or Vice President)
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Norman J. Gantz, Secretary Robert A. Leonard, President
(Type or Print Name and Title) (Type or Print Name and Title)
Dated:
(Exact Name of Corporation)
attested by by
(Signature of Secretary or Assistant Secretary) (Signature of President or Vice President)
(Type or Print Name and Title) (Type or Print Name and Title)
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File #5335-698-2
BCA-10.30 (Rev. Jan. 1986) JIM EDGAR This Space For Use By
Secretary of State Secretary of State
Submit in Duplicate State of Illinois
Date 1/31/90
Remit payment in Check or Money Order, ARTICLES OF AMENDMENT License Fee $
payable to "Secretary of State". Franchise Tax $25.00
Filing Fee $
DO NOT SEND CASH! Clerk /init/
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.
ARTICLE ONE The name of the corporation is Ticketmaster
Corporation
(note 1)
ARTICLE TWO The following amendment of the Articles of
Incorporation was adopted on January 30, 1990 in the
manner indicated below. ("X") one box only.
/ / By a majority of the incorporators, provided no
directors were named in the articles of
incorporation and no directors have been elected;
or by a majority of the board of directors, in
accordance with Section 10.10, the corporation
having issued no shares as of the time of
adoption of this amendment;
(Note 2)
/ / By a majority of the board of directors, in
accordance with Section 10.15, shares having been
issued but shareholder action not being required
for the adoption of the amendment;
(Note 3)
/ / By the shareholders, in accordance with Section
10.20, a resolution of the board of directors
having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not
less than the minimum number of votes required by
statute and by the articles of incorporation were
voted in favor of the amendment;
(Note 4)
/ / By the shareholders, in accordance with Sections
10.20 and 7.10, a resolution of the board of
directors having been duly adopted and submitted
to the shareholders. A consent in writing has
been signed by shareholders having not less than
the minimum number of votes required by statute
and by the articles of incorporation.
Shareholders who have not consented in writing
have been given notice in accordance with Section
7.10;
/x/ By the shareholders, in accordance with Sections
10.20 and 7.10, a resolution of the board of
directors have been duly adopted and submitted to
the shareholders. A consent in writing has been
signed by all the shareholders entitled to vote
on this amendment.
(Note 4)
(INSERT AMENDMENT)
(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is: RESOLVED,
that the Articles of Incorporation be amended to read as follows:)
-----------------------------------------------------------------
(New Name)
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Page 2
Resolution
See Exhibit A attached hereto.
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Page 3
ARTICLE THREE The manner 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
ARTICLE FOUR (a) The manner 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 1 or 2 below)
(1) The undersigned corporation has caused these articles to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated January 30, 1990 TICKETMASTER CORPORATION
(Exact Name of Corporation)
attested by /s/Norman J. Gantz by /s/Sally G. Burns
(Signature of Secretary or Assistant Secretary) (Signature of Vice President)
Norman J. Gantz, Secretary Sally Burns
(Type or Print Name and Title) (Type or Print Name and Title)
(2) If amendment is authorized by incorporators, the incorporators must sign
below.
OR
If amendment is authorized by the directors and there are no officers, then a
majority of the directors or such directors as may be designated by the board,
must sign below.
The undersigned affirms, under penalties of perjury, that the facts stated
herein are true.
Dated _______________________, 19 ___
_____________________________________ _____________________________________
_____________________________________ _____________________________________
_____________________________________ _____________________________________
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Page 4
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 named or
elected. (Section 10.10)
Note 3: Directors may adopt amendments without shareholder approval in only
six instances, as follows:
(a) to remove the names and addresses of directors named 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 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;
(d) 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;
(e) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance with Section 9.05,
(f) 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 vote on the amendment (but if class voting applies, then
also at least 2/3 vote within each class is required).
The articles of incorporation may supersede the 2/3 vote requirement
by specifying any smaller or larger 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 written 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)
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EXHIBIT A
TO ARTICLES OF INCORPORATION OF
TICKETMASTER CORPORATION
RESOLVED, that Article Four of the Articles of Incorporation, as
amended, of the corporation be, and the same hereby is, further amended to read
as follows:
ARTICLE FOUR
Paragraph 1: The number of shares which the corporation shall be
authorized to issue, itemized by class, series and par value, if any, is:
Par Value Number of Shares Authorized
Class Series Per Share
25,000,000
Common no par value 15,000,000
Preferred I $.10 5,900 000
Preferred II $.10 4,100,000
Preferred Undesignated $.10
Paragraph 2: The preferences, qualifications, limitations, restrictions
and the special or relative rights in respect of the shares of each class are:
No holder of any class or series of stock of the corporation shall have
any preemptive rights to subscribe for additional shares of stock of the
corporation. No holders of any class or series of voting stock of the
corporation shall be entitled to cumulate their votes for the election of
directors of the corporation. Whenever a vote of shareholders is required by law
or these Articles of Incorporation to approve amendments to the Articles of
Incorporation, or any merger, consolidation or the sale of substantially all of
the assets of the corporation outside of the ordinary course of business, such
approval shall require the affirmative vote of the minimum number of shares
permitted by Illinois law at the date such vote is taken, but in no event less
than a majority of the total outstanding shares entitled to vote and, if
required by law, a majority of the outstanding shares of each class and series
of shares entitled to vote as a separate class in respect thereof.
Each issued and outstanding share of Common Stock will entitle the
holder thereof to one (1) vote on any matters submitted to a vote or for consent
of shareholders. Except as otherwise set forth in these Articles of
Incorporation, issued and outstanding shares of Preferred Stock will not be
entitled to vote.
The Board of Directors is authorized to provide from time to time for
the issuance of shares of Preferred Stock and to fix from time to time, before
issuance, the designation, preferences and privileges of the shares of each
series of Preferred Stock and the restrictions or qualifications thereof,
including, without limiting the generality of the foregoing, the following:
(a) The serial designation and authorized number of shares;
(b) The dividend rate, the date or dates on which such dividends
will be payable and the extent to which such dividends may be
cumulative;
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(c) The amount or amounts to be received by the holders in the
event of voluntary or involuntary dissolution or liquidation
of the corporation;
(d) Whether such shares may be redeemed, and if so, the price or
prices at which the shares may be redeemed and any terms,
conditions and limitations upon such redemption;
(e) Any sinking fund provisions for redemption or purchase of
shares of such series;
(f) The terms and conditions, if any, on which shares may be
converted, at the election of the holders thereof, into shares
of other capital stock or of other series of Preferred Stock
of the corporation; and
(g) The voting rights, if any.
The Board of Directors may also from time to time:
(a) Alter, without limitation or restriction, the rights,
preferences, privileges and restrictions granted to or imposed
upon any wholly unissued series of Preferred Stock; and
(b) Within the limits or restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the
number of shares constituting any series, increase or decrease
(but not below the number of shares then outstanding) the
number of shares of any such series subsequent to the issuance
of shares of that series.
Each series of Preferred Stock may, in preference to the Common Stock,
be entitled to dividends from funds or other assets legally available therefor,
at such rates, payable at such times and cumulate to such extent as may be
determined and fixed by the Board of Directors pursuant to the authority herein
conferred upon it.
Each series of Preferred Stock may be subject to redemption in whole or
in part at such price or prices and on such terms, conditions and limitations as
may be determined and fixed by the Board of Directors prior to the issuance of
such series. Unless otherwise determined by the Board of Directors by
authorizing resolution, if less than all of the shares of any series of the
Preferred Stock are to be redeemed, they will be selected in such manner as the
Board of Directors shall then determine. Nothing herein contained is to limit
any right of the corporation to purchase or otherwise acquire any shares of any
series of Preferred Stock. Any shares of Preferred Stock redeemed or otherwise
acquired by the corporation will have the status of authorized and unissued
shares, undesignated as to series, and may thereafter, in the discretion of the
Board of Directors and to the extent permitted by law, be sold or reissued from
time to time as part of another series or (unless prohibited by the terms of
such series as fixed by the Board of Directors) of the same series, subject to
the terms and conditions herein set forth.
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Series I Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series I Preferred Stock are as
follows:
(a) Dividends. The holders of Series I Preferred Stock shall have
the right to receive, if and when declared by the Board of
Directors, a preferential cumulative dividend of $.12 per
share per annum and no more. Commencing with the dividend year
(as defined below) beginning February 1, 1988 (or such other
date as shall be the first day of the corporation's fiscal
year ending in 1989), the dividend with respect to Series I
Preferred Stock shall increase to $.15 per share. Commencing
with the dividend year beginning February 1, 1991 (or such
other date as shall be the first day of the corporation's
fiscal year ending in 1992), the dividend with respect to
Series I Preferred Stock shall increase to $.18 per share.
Such dividends shall be payable only to the extent that the
corporation has cumulative earnings sufficient therefor.
(b) Redemption. The corporation may, at its option, at any time,
redeem all or any part of the then outstanding Series I
Preferred Stock in an amount per share equal to all unpaid
cumulative dividends to the date fixed for redemption plus a
redemption amount determined as follows:
If the date fixed for redemption is during Redemption Amount
the 12-month period beginning January 1:
1985 $1.10
1986 $1.08
1987 $1.06
1988 $1.04
1989 $1.02
1990 and thereafter $1.00
The aforesaid redemption amount plus the unpaid cumulative
dividends are referred to herein as the "redemption price". If
less than all shares of Series I Preferred Stock are to be
redeemed, the shares of such series to be redeemed shall be
chosen by lot or pro rata in such manner as the Board of
Directors may determine.
Not less than 30 days prior the date fixed for redemption, a
notice specifying the time and place thereof shall be given by
mail to the holders of record of Series I Preferred Stock to
be redeemed at their respective addresses as the same shall
appear on the stock books of the corporation, but no failure
to mail such notice or defect therein or in the mailing
thereof shall affect the validity of the proceedings for such
redemption except as to the holder to whom the corporation has
failed to mail such notice or except as to the holder whose
notice was defective. Any notice which was mailed in the
manner herein provided shall be conclusively presumed to have
been duly given whether or not the holder receives the notice.
At any time after notice of redemption has been given in the
manner prescribed above, the corporation may deposit the
aggregate redemption price in trust with a bank or trust
company (in good standing, organized under the laws of the
United
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States or of the State of Illinois) named in such notice, for
payment on the date fixed for redemption to the holders of the
shares so to be redeemed, upon surrender (and endorsement if
required by the Board of Directors) of the certificates for
such shares. Upon such redemption date (unless the corporation
shall default in payment or deposit of the redemption price as
set forth in such notice), such holders shall cease to be
shareholders with respect to such shares and shall have no
interest in or claim against the corporation and shall have no
voting or other rights with respect to such shares except the
right to receive the monies payable upon such redemption from
such bank or trust company, or from, the corporation, without
interest thereon, upon surrender (and endorsement, if required
by the Board of Directors) of the certificates; and the shares
represented thereby shall no longer be deemed to be
outstanding. In the event the holder of any such shares of the
Series I Preferred Stock shall not, within six years after
such deposit, claim the amount deposited as above stated for
the redemption thereof, the depositary shall, upon demand, pay
the corporation such unclaimed amount so deposited, and the
depositary shall thereupon be relieved of all responsibility
therefor to such holder. The corporation may retain such
unclaimed amount as part of its general funds, free of any
claim of those previously entitled thereto.
(c) Dissolution. In the event of any liquidation, dissolution or
winding up of the affairs of the corporation, either
voluntarily or involuntarily, the amount that shall be paid to
the holder of each share of Series I Preferred Stock shall be
the fixed amount of $1.00 for such share and no more and the
additional sum representing unpaid cumulative dividends, if
any. Neither the merger or consolidation of the corporation,
nor the sale, lease or conveyance of all or a part of its
assets, shall be deemed to be a liquidation, dissolution or
winding up of the affairs of the corporation for this purpose.
(d) Voting Rights. The holders of the shares of Series I Preferred
Stock shall not be entitled to vote on any matter which is
required by law or by the Articles of Incorporation or By-Laws
of the corporation to be voted upon by the shareholders or
upon which the shareholders shall otherwise be entitled to
vote, unless otherwise required by the Illinois Business
Corporation Act.
(e) Seniority. The Series I Preferred Stock shall be senior to all
other equity securities of the corporation and shall be
entitled to receive in full all dividends and distributions to
which such stock shall be entitled prior to the payment of any
dividends or distributions upon any other class or series of
equity securities and shall be redeemed in full prior to the
full or partial redemption of any other class or series of
equity securities.
Series II Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series II Preferred Stock are as
follows:
(a) Dividends. The holders of Series II Preferred Stock shall have
the right to receive, if and when declared by the Board of
Directors, a preferential cumulative dividend of $.024 per
share per annum and no more. Such dividends shall be payable
only to the extent that the corporation has cumulative
earnings sufficient therefor.
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(b) Redemption. The corporation may, at its option, at any time,
redeem all or any part of the then outstanding Series II
Preferred Stock in an amount per share equal to all unpaid
cumulative dividends to the date fixed for redemption plus a
redemption amount determined as follows:
If the date fixed for redemption
is during the 12-month period
beginning January 1: Redemption Amount
1985 $0.22
1986 $0.216
1987 $0.212
1988 $0.208
1989 $0.204
1990 and thereafter $0.20
The aforesaid redemption amount plus the unpaid cumulative
dividends are referred to herein as the "redemption price". If
less than all shares of Series II Preferred Stock are to be
redeemed, the shares of such series to be redeemed shall be
chosen by lot or pro rata in such manner as the Board of
Directors may determine.
Not less than 30 days prior to the date fixed for redemption,
a notice specifying the time and place thereof shall be given
by mail to the holders of record of Series II Preferred Stock
to be redeemed at their respective addresses as the same shall
appear on the stock books of the corporation, but no failure
to mail such notice or defect therein or in the mailing
thereof shall affect the validity of the proceedings for such
redemption except as to the holder to whom the corporation has
failed to mail such notice or except as to the holder whose
notice was defective. Any notice which was mailed in the
manner herein provided shall be conclusively presumed to have
been duly given whether or not the holder receives the notice.
At any time after notice of redemption has been given in the
manner prescribed above, the corporation may deposit the
aggregate redemption price in trust with a bank or trust
company (in good standing, organized under the laws of the
United States or of the State of Illinois) named in such
notice, for payment on the date fixed for redemption to the
holders of the shares so to be redeemed, upon surrender (and
endorsement if required by the Board of Directors) of the
certificates for such shares. Upon such redemption date
(unless the corporation shall default in payment or deposit of
the redemption price as set forth in such notice), such
holders shall cease to be shareholders with respect to such
shares and shall have no interest in or claim against the
corporation and shall have no voting or other rights with
respect to the shares except the right to receive the monies
payable upon such redemption from such bank or trust company,
or from the corporation, without interest thereon, upon
surrender (and endorsement, if required by the Board of
Directors) of the certificates; and the shares represented
thereby shall no longer be deemed to be outstanding. In the
event the holder of any such shares of the Series II Preferred
Stock shall not, within six years after such deposit, claim
the amount deposited as above stated for the
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redemption thereof, the depositary shall, upon demand, pay the
corporation such unclaimed amount so deposited, and the
depositary shall thereupon be relieved of all responsibility
therefor to such holder. The corporation may retain such
unclaimed amount as part of its general funds, free of any
claim of those previously entitled thereto.
(c) Dissolution. In the event of any liquidation, dissolution or
winding up of the affairs of the corporation, either
voluntarily or involuntarily, the amount that shall be paid to
the holder of each share of Series II Preferred Stock shall be
the fixed amount of $.20 for such share and no more and the
additional sum representing unpaid cumulative dividends, if
any. Neither the merger or consolidation of the corporation,
nor the sale, lease or conveyance of all or a part of its
assets, shall be deemed to be a liquidation, dissolution or
winding up of the affairs of the corporation for this purpose.
(d) Voting Rights. The holders of the shares of Series II
Preferred Stock shall have one (1) vote per share on all
matters which are required by law or by the Articles of
Incorporation or By-Laws of the corporation to be voted upon
by the shareholders, or upon which the shareholders shall
otherwise be entitled to vote.
(e) Seniority. The Series II Preferred Stock shall be senior to
all other equity securities of the corporation (except the
Series I Preferred Stock) and shall be entitled to receive in
full all dividends and distributions to which such stock shall
be entitled prior to the payment of any dividends or
distributions upon any other class or series of equity
securities (except the Series I Preferred Stock) and shall be
redeemed in full prior to the full or partial redemption of
any other class or series of equity securities (except the
Series I Preferred Stock).
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Form BCA-10.30 ARTICLES OF AMENDMENT File # 5335 698.2
George H Ryan This space for use by
Secretary of State Secretary of State
Department of Business Services FILED PAID
Springfield, IL 62?56 Date 5/8/92
Telephone (217) 782 6961 MAY 8 - 1992 May 11, 1992 Franchise Tax $
GEORGE H. RYAN Filing Fee $25.00
Remit payment by check or money SECRETARY OF STATE Penalty
order payable to Secretary of State Approved /init/
1. CORPORATE NAME Ticketmaster Corporation
2. MANNER OF ADOPTION:
The following amendment of the Articles of incorporation was adopted on
May 4, 1992 in the manner indicated below.
/ / By majority of the incorporators, provided no directors were named in
the articles of incorporation and no directors have been elected or by
a majority of the board of directors, in accordance with Section 10.10,
the corporation having issued no shares as of the time of adoption of
this amendment (Note 2)
/ / By a majority of the board of directors in accordance with Section
10.15, shares having been issued by shareholder action not being
required for the adoption of the amendment. (Note 3)
/ / By the shareholders in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment; (Note 4)
/x/ By the shareholders in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
shareholders having not less than the minimum number of votes required
by statute and by the articles of incorporation. Shareholders who have
not consented in writing have been given notice in accordance with
Section 7.10; (Note 4)
/ / By the shareholders in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this amendment.
(INSERT AMENDMENT)
(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is RESOLVED,
that the Articles of Incorporation be amended to read as follows:)
-------------------------------------------------------------------------
(NEW NAME)
Expedited May 7, 1992
Secretary of State
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Resolution
See Exhibit A attached hereto.
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3. The manner 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
4. (a) The manner 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 5 or 6 below)
5. 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 May 4, 1992 TICKETMASTER CORPORATION
(Exact Name of Corporation)
attested by /s/Norman J. Gantz by /s/Ned Goldstein
(Signature of Secretary or Assistant Secretary) (Signature of Vice President)
Norman J. Gantz, Secretary Ned Goldstein, Vice President
(Type or Print Name and Title) (Type or Print Name and Title)
6. If amendment is authorized by the incorporators, the incorporators must sign
below.
OR
If amendment is authorized by the directors and there are no officers,
then a majority of the directors of such directors as may be designated
by the board, must sign below.
Dated _______________________, 19 ___
_____________________________________ _____________________________________
_____________________________________ _____________________________________
_____________________________________ _____________________________________
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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 named or
elected. (Section 10.10)
Note 3: Directors may adopt amendments without shareholder approval in only
six instances, as follows:
(a) to remove the names and addresses of directors named 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 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;
(d) 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;
(e) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance with Section 9.05,
(f) 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 vote on the amendment (but if class voting applies, then
also at least 2/3 vote within each class is required).
The articles of incorporation may supersede the 2/3 vote requirement
by specifying any smaller or larger 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)
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EXHIBIT A
TO ARTICLES OF INCORPORATION OF
TICKETMASTER CORPORATION
RESOLVED, that Article Four of the Articles of Incorporation, as
amended, of the Corporation be, and the same hereby is, further amended to read
as follows:
ARTICLE FOUR
Paragraph 1: The number of shares which the corporation shall be
authorized to issue, itemized by class, series and par value, if any, is:
Par Value Number of
Class Series Per Share Shares Authorized
Common no par value 25,000,000
Preferred I $.10 15,000,000
Preferred II $.10 5,900,000
Preferred Undesignated $.10 4,100,000
Paragraph 2: The preferences, qualifications, limitations, restrictions
and the special or relative rights in respect of the shares of each class are:
No holder of any class or series of stock of the corporation shall have
any preemptive rights to subscribe for additional shares of stock of the
corporation. No holders of any class or series of voting stock of the
corporation shall be entitled to cumulate their votes for the election of
directors of the corporation. Whenever a vote of shareholders is required by law
or these Articles of Incorporation to approve amendments to the Articles of
Incorporation, or any merger, consolidation or the sale of substantially all of
the assets of the corporation outside of the ordinary course of business, such
approval shall require the affirmative vote of the minimum number of shares
permitted by Illinois law at the date such vote is taken, but in no event less
than a majority of the total outstanding shares entitled to vote and, if
required by law, a majority of the outstanding shares of each class and series
of shares entitled to vote as a separate class in respect thereof.
Each issued and outstanding share of Common Stock will entitle the
holder thereof to one (1) vote on any matters submitted to a vote or for consent
of shareholders. Except as otherwise set forth in these Articles of
Incorporation, issued and outstanding shares of Preferred Stock will not be
entitled to vote.
The Board of Directors is authorized to provide from time to time for
the issuance of shares of Preferred Stock and to fix from time to time, before
issuance, the designation, preferences and privileges of the shares of each
series of Preferred Stock and the restrictions or qualifications thereof,
including, without limiting the generality of the foregoing, the following:
(a) The serial designation and authorized number of shares;
(b) The dividend rate, the date or dates on which such dividends
will be payable and the extent to which such dividends may be
cumulative;
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(c) The amount or amounts to be received by the holders in the
event of voluntary or involuntary dissolution or liquidation
of the corporation;
(d) Whether such shares may be redeemed, and if so, the price or
prices at which the shares may be redeemed and any terms,
conditions and limitations upon such redemption;
(e) Any sinking fund provisions for redemption or purchase of
shares of such series;
(f) The terms and conditions, if any, on which shares may be
converted, at the election of the holders thereof, into shares
of other capital stock or of other series of Preferred Stock
of the corporation; and
(g) The voting rights, if any.
The Board of Directors may also from time to time:
(a) Alter, without limitation or restriction, the rights,
preferences, privileges and restrictions granted to or imposed
upon any wholly unissued series of Preferred Stock; and
(b) Within the limits or restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the
number of shares constituting any series, increase or decrease
(but not below the number of shares then outstanding) the
number of shares of any such series subsequent to the issuance
of shares of that series.
Each series of Preferred Stock may, in preference to the Common Stock,
be entitled to dividends from funds or other assets legally available therefor,
at such rates, payable at such times and cumulate to such extent as may be
determined and fixed by the Board of Directors pursuant to the authority herein
conferred upon it.
Each series of Preferred Stock may be subject to redemption in whole
or in part at such price or prices and on such terms, conditions and limitations
as may be determined and fixed by the Board of Directors prior to the issuance
of such series. Unless otherwise determined by the Board of Directors by
authorizing resolution, if less than all of the shares of any series of the
Preferred Stock are to be redeemed, they will be selected in such manner as the
Board of Directors shall then determine. Nothing herein contained is to limit
any right of the corporation to purchase or otherwise acquire any shares of any
series of Preferred Stock. Any shares of Preferred Stock redeemed or otherwise
acquired by the corporation will have the status of authorized and unissued
shares, undesignated as to series, and may thereafter, in the discretion of the
Board of Directors and to the extent permitted by law, be sold or reissued from
time to time as part of another series or (unless prohibited by the terms of
such series as fixed by the Board of Directors) of the same series, subject to
the terms and conditions herein set forth.
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Series I Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series I Preferred Stock are as
follows:
(a) Dividends. The holders of Series I Preferred Stock shall have
the right to receive, if and when declared by the Board of
Directors, a preferential cumulative dividend of $.12 per
share per annum and no more. Commencing with the fiscal year
beginning February 1, 1988, the dividend with respect to
Series I Preferred Stock shall increase to $.15 per share.
Such dividends shall be payable only to the extent that the
corporation has cumulative earnings sufficient therefor.
(b) Redemption. The corporation may, at its option, at any time,
redeem all or any part of the then outstanding Series I
Preferred Stock in an amount per share equal to all unpaid
cumulative dividends to the date fixed for redemption plus a
redemption amount determined as follows:
If the date fixed for redemption is during the
12-month period beginning January 1:
Redemption Amount
1985 $1.10
1986 $1.08
1987 $1.06
1988 $1.04
1989 $1.02
1990 and thereafter $1.00
The aforesaid redemption amount plus the unpaid cumulative
dividends are referred to herein as the "redemption price". If
less than all shares of Series I Preferred Stock are to be
redeemed, the shares of such series to be redeemed shall be
chosen by lot or pro rata in such manner as the Board of
Directors may determine.
Not less than 30 days prior the date fixed for redemption, a
notice specifying the time and place thereof shall be given by
mail to the holders of record of Series I Preferred Stock to
be redeemed at their respective addresses as the same shall
appear on the stock books of the corporation, but no failure
to mail such notice or defect therein or in the mailing
thereof shall affect the validity of the proceedings for such
redemption except as to the holder to whom the corporation has
failed to mail such notice or except as to the holder whose
notice was defective. Any notice which was mailed in the
manner herein provided shall be conclusively presumed to have
been duly given whether or not the holder receives the notice.
At any time after notice of redemption has been given in the
manner prescribed above, the corporation may deposit the
aggregate redemption price in trust with a bank or trust
company (in good standing, organized under the laws of the
United States or of the State of Illinois) named in such
notice, for payment on the date fixed for redemption to the
holders of the shares so to be redeemed, upon surrender (and
endorsement if required by the Board of Directors) of the
certificates for such shares. Upon such redemption date
(unless the corporation shall default in payment or deposit of
the redemption price as set forth in such notice), such
holders shall cease to
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be shareholders with respect to such shares and shall have no
interest in or claim against the corporation and shall have no
voting or other rights with respect to such shares except the
right to receive the monies payable upon such redemption from
such bank or trust company, or from, the corporation, without
interest thereon, upon surrender (and endorsement, if required
by the Board of Directors) of the certificates; and the shares
represented thereby shall no longer be deemed to be
outstanding. In the event the holder of any such shares of the
Series I Preferred Stock shall not, within six years after
such deposit, claim the amount deposited as above stated for
the redemption thereof, the depositary shall, upon demand, pay
the corporation such unclaimed amount so deposited, and the
depositary shall thereupon be relieved of all responsibility
therefor to such holder. The corporation may retain such
unclaimed amount as part of its general funds, free of any
claim of those previously entitled thereto.
(c) Dissolution. In the event of any liquidation, dissolution or
winding up of the affairs of the corporation, either
voluntarily or involuntarily, the amount that shall be paid to
the holder of each share of Series I Preferred Stock shall be
the fixed amount of $1.00 for such share and no more and the
additional sum representing unpaid cumulative dividends, if
any. Neither the merger or consolidation of the corporation,
nor the sale, lease or conveyance of all or a part of its
assets, shall be deemed to be a liquidation, dissolution or
winding up of the affairs of the corporation for this purpose.
(d) Voting Rights. The holders of the shares of series I Preferred
Stock shall not be entitled to vote on any matter which is
required by law or by the Articles of Incorporation or By-Laws
of the corporation to be voted upon by the shareholders or
upon which the shareholders shall otherwise be entitled to
vote, unless otherwise required by the Illinois Business
Corporation Act.
(e) Seniority. The Series I Preferred Stock shall be senior to all
other equity securities of the corporation and shall be
entitled to receive in full all dividends and distributions to
which such stock shall be entitled prior to the payment of any
dividends or distributions upon any other class or series of
equity securities and shall be redeemed in full prior to the
full or partial redemption of any other class or series of
equity securities.
Series II Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series II Preferred stock are as
follows:
(a) Dividends. The holders of Series II Preferred Stock shall have
the right to receive, if and when declared by the Board of
Directors, a preferential cumulative dividend of $.024 per
share per annum and no more. Such dividends shall be payable
only to the extent that the corporation has cumulative
earnings sufficient therefor.
(b) Redemption. The corporation may, at its option, at any time,
redeem all or any part of the then outstanding Series II
Preferred Stock in an amount per share equal to all unpaid
cumulative dividends to the date fixed for redemption plus a
redemption amount determined as follows:
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If the date fixed for redemption is during the 12-month
period beginning January 1: Redemption Amount
1985 $0.22
1986 $0.216
1987 $0.212
1988 $0.208
1989 $0.204
1990 and thereafter $0.20
The aforesaid redemption amount plus the unpaid cumulative
dividends are referred to herein as the "redemption price". If
less than all shares of Series II Preferred Stock are to be
redeemed, the shares of such series to be redeemed shall be
chosen by lot or pro rata in such manner as the Board of
Directors may determine.
Not less than 30 days prior to the date fixed for redemption,
a notice specifying the time and place thereof shall be given
by mail to the holders of record of Series II Preferred Stock
to be redeemed at their respective addresses as the same shall
appear on the stock books of the corporation, but no failure
to mail such notice or defect therein or in the mailing
thereof shall affect the validity of the proceedings for such
redemption except as to the holder to whom the corporation has
failed to mail such notice or except as to the holder whose
notice was defective. Any notice which was mailed in the
manner herein provided shall be conclusively presumed to have
been duly given whether or not the holder receives the notice.
At any time after notice of redemption has been given in the
manner prescribed above, the corporation may deposit the
aggregate redemption price in trust with a bank or trust
company (in good standing, organized under the laws of the
United States or of the State of Illinois) named in such
notice, for payment on the date fixed for redemption to the
holders of the shares so to be redeemed, upon surrender (and
endorsement if required by the Board of Directors) of the
certificates for such shares. Upon such redemption date
(unless the corporation shall default in payment or deposit of
the redemption price as set forth in such notice), such
holders shall cease to be shareholders with respect to such
shares and shall have no interest in or claim against the
corporation and shall have no voting or other rights with
respect to the shares except the right to receive the monies
payable upon such redemption from such bank or trust company,
or from the corporation, without interest thereon, upon
surrender (and endorsement, if required by the Board of
Directors) of the certificates; and the shares represented
thereby shall no longer be deemed to be outstanding. In the
event the holder of any such shares of the Series II Preferred
Stock shall not, within six years after such deposit, claim
the amount deposited as above stated for the redemption
thereof, the depositary shall, upon demand, pay the
corporation such unclaimed amount so deposited, and the
depositary shall thereupon be relieved of all responsibility
therefor to such holder. The corporation may retain such
unclaimed
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amount as part of its general funds, free of any claim of
those previously entitled thereto.
(c) Dissolution. In the event of any liquidation, dissolution or
winding up of the affairs of the corporation, either
voluntarily or involuntarily, the amount that shall be paid to
the holder of each share of Series II Preferred Stock shall be
the fixed amount of $.20 for such share and no more and the
additional sum representing unpaid cumulative dividend, if
any. Neither the merger or consolidation of the corporation,
nor the sale, lease or conveyance of all or a part of its
assets, shall be deemed to be a liquidation, dissolution or
winding up of the affairs of the corporation for this purpose.
(d) Voting Rights. The holders of the shares of Series II
Preferred Stock shall have one (1) vote per share on all
matters which are required by law or by the Articles of
Incorporation or By-Laws of the corporation to be voted upon
by the shareholders, or upon which the shareholders shall
otherwise be entitled to vote.
(e) Seniority. The Series II Preferred Stock shall be senior to
all other equity securities of the corporation (except the
Series I Preferred Stock) and shall be entitled to receive in
full all dividends and distributions to which such stock shall
be entitled prior to the payment of any dividends or
distributions upon any other class or series of equity
securities (except the Series I Preferred Stock) and shall be
redeemed in full prior to the full or partial redemption of
any other class or series of equity securities (except the
Series I Preferred Stock).
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Form BCA-10.30 ARTICLES OF AMENDMENT File # 5335 698.2
George H Ryan This space for use by
Secretary of State Secretary of State
Department of Business Services FILED PAID
Springfield, IL 62?56 Date 3/26/93
Telephone (217) 782 6961 MAR 26 1993 May 11, 1992 Franchise Tax $
GEORGE H. RYAN Filing Fee $25.00
Remit payment by check or money SECRETARY OF STATE Penalty
order payable to Secretary of State Approved /init/
1. CORPORATE NAME Ticketmaster Corporation
2. MANNER OF ADOPTION:
The following amendment of the Articles of incorporation was adopted on
February 1, 1993 in the manner indicated below.
/ / By majority of the incorporators, provided no directors were named in
the articles of incorporation and no directors have been elected or by
a majority of the board of directors, in accordance with Section 10.10,
the corporation having issued no shares as of the time of adoption of
this amendment. (Note 2)
/ / By a majority of the board of directors in accordance with Section
10.15, shares having been issued by shareholder action not being
required for the adoption of the amendment. (Note 3)
/ / By the shareholders in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment; (Note 4)
/ / By the shareholders in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
shareholders having not less than the minimum number of votes required
by statute and by the articles of incorporation. Shareholders who have
not consented in writing have been given notice in accordance with
Section 7.10; (Note 4)
/X/ By the shareholders in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this amendment.
(INSERT AMENDMENT)
(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is RESOLVED,
that the Articles of Incorporation be amended to read as follows:)
-------------------------------------------------------------------------
(NEW NAME)
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Resolution
See Exhibit A attached hereto.
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3. The manner 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
4. (a) The manner 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 5 or 6 below)
5. 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 March 19, 1993 TICKETMASTER CORPORATION
(Exact Name of Corporation)
attested by /s/Norman J. Gantz by /s/Ned Goldstein
_______________ _____________
(Signature of Secretary or Assistant Secretary) (Signature of Vice President)
Norman J. Gantz, Secretary Ned Goldstein, Vice President
(Type or Print Name and Title) (Type or Print Name and Title)
6. If amendment is authorized by the incorporators, the incorporators must sign
below.
OR
If amendment is authorized by the directors and there are no officers,
then a majority of the directors of such directors as may be designated
by the board, must sign below.
Dated _______________________, 19 ___
- ------------------------------------ -------------------------------------
- ------------------------------------ -------------------------------------
- ------------------------------------ -------------------------------------
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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 named or elected.
(Section 10.10)
Note 3: Directors may adopt amendments without shareholder approval in only six
instances, as follows:
(a) to remove the names and addresses of directors named 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 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;
(d) 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;
(e) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance with Section 9.05,
(f) 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 vote on the amendment (but if class voting applies, then
also at least 2/3 vote within each class is required).
The articles of incorporation may supersede the 2/3 vote requirement by
specifying any smaller or larger vote requirement not less than a
majority of the outstanding shares entitles 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)
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EXHIBIT A
TO ARTICLES OF INCORPORATION OF
TICKETMASTER CORPORATION
RESOLVED, that Article Four of the Articles of Incorporation, as
amended, of the Corporation be, and the same hereby is, further amended to read
as follows:
ARTICLE FOUR
Paragraph 1: The number of shares which the corporation shall be
authorized to issue, itemized by class, series and par value, if any, is:
Par Value Number of
Class Series Per Share Shares Authorized
Common no par value 25,000,000
Preferred I $.10 15,000,000
Preferred II $.10 5,900,000
Preferred Undesignated $.10 4,100,000
Paragraph 2: The preferences, classifications, limitations,
restrictions and the special or relative rights in respect of the shares of each
class are:
No holder of any class or series of stock of the corporation shall
have any preemptive rights to subscribe for additional shares of stock of the
corporation. No holders of any class or series of voting stock of the
corporation shall be entitled to cumulate their votes for the election of
directors of the corporation. Whenever a vote of shareholders is required by law
or these Articles of Incorporation to approve amendments to the Articles of
Incorporation, or any merger, consolidation or the sale of substantially all of
the assets of the corporation outside of the ordinary course of business, such
approval shall require the affirmative vote of the minimum number of shares
permitted by Illinois law at the date such vote is taken, but in no event less
than a majority of the total outstanding shares entitled to vote and, if
required by law, a majority of the outstanding shares of each class and series
of shares entitled to vote as a separate class in respect thereof.
Each issued and outstanding share of Common Stock will entitle the
holder thereof to one (1) vote on any matters submitted to a vote or for consent
of shareholders. Except as otherwise set forth in these Articles of
Incorporation, issued and outstanding shares of Preferred Stock will not be
entitled to vote.
The Board of Directors is authorized to provide from time to time for
the issuance of shares of Preferred Stock and to fix from time to time, before
issuance, the designation, preferences and privileges of the shares of each
series of Preferred Stock and the restrictions or qualifications thereof,
including, without limiting the generality of the foregoing, the following:
(a) The serial designation and authorized number of shares;
(b) The dividend rate, the date or dates on which such dividends
will be payable and the extent to which such dividends may be
cumulative;
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(c) The amount or amounts to be received by the holders in the
event of voluntary or involuntary dissolution or liquidation
of the corporation;
(d) Whether such shares may be redeemed, and if so, the price or
prices at which the shares may be redeemed and any terms,
conditions and limitations upon such redemption;
(e) Any sinking fund provisions for redemption or purchase of
shares of such series;
(f) The terms and conditions, if any, on which shares may be
converted, at the election of the holders thereof, into shares
of other capital stock or of other series of Preferred Stock
of the corporation; and
(g) The voting rights, if any.
The Board of Directors may also from time to time:
(a) Alter, without limitation or restriction, the rights,
preferences, privileges and restrictions granted to or imposed
upon any wholly unissued series of Preferred Stock; and
(b) Within the limits or restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the
number of shares constituting any series, increase or decrease
(but not below the number of shares then outstanding) the
number of shares of any such series subsequent to the issuance
of shares of that series.
Each series of Preferred Stock may, in preference to the Common Stock,
be entitled to dividends from funds or other assets legally available therefor,
at such rates, payable at such times and cumulate to such extent as may be
determined and fixed by the Board of Directors pursuant to the authority herein
conferred upon it.
Each series of Preferred Stock may be subject to redemption in whole or
in part at such price or prices and on such terms, conditions and limitations as
may be determined and fixed by the Board of Directors prior to the issuance of
such series. Unless otherwise determined by the Board of Directors by
authorizing resolution, if less than all of the shares of any series of the
Preferred Stock are to be redeemed, they will be selected in such manner as the
Board of Directors shall then determine. Nothing herein contained is to limit
any right of the corporation to purchase or otherwise acquire any shares of any
series of Preferred Stock. Any shares of Preferred Stock redeemed or otherwise
acquired by the corporation will have the status of authorized and unissued
shares, undesignated as to series, and may thereafter, in the discretion of the
Board of Directors and to the extent permitted by law, be sold or reissued from
time to time as part of another series or (unless prohibited by the terms of
such series as fixed by the Board of Directors) of the same series, subject to
the terms and conditions herein set forth.
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Series I Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series I Preferred Stock are as
follows:
(a) Dividends. The holders of Series I Preferred Stock shall have
the right to receive, if and when declared by the Board of
Directors, a preferential cumulative dividend of $.12 per
share per annum and no more. Commencing with the fiscal year
beginning February 1, 1992, the dividend with respect to
Series I Preferred Stock shall increase to $.15 per share.
Commencing with the fiscal year beginning February 1, 1992,
the dividend with respect to Series I Preferred Stock shall
decrease to $.12 per share. Such dividends shall be payable
only to the extent that the corporation has cumulative
earnings sufficient therefor.
(b) Redemption. The corporation may, at its option, at any time,
redeem all or any part of the then outstanding Series I
Preferred Stock in an amount per share equal to all unpaid
cumulative dividends to the date fixed for redemption plus a
redemption amount determined as follows:
If the date fixed for redemption is during
the 12-month period beginning January 1: Redemption Amount
1985 $1.10
1986 $1.08
1987 $1.06
1988 $1.04
1989 $1.02
1990 and thereafter $1.00
The aforesaid redemption amount plus the unpaid cumulative
dividends are referred to herein as the "redemption price". If
less than all shares of Series I Preferred Stock are to be
redeemed, the shares of such series to be redeemed shall be
chosen by lot or pro rata in such manner as the Board of
Directors may determine.
Not less than 30 days prior the date fixed for redemption, a
notice specifying the time and place thereof shall be given by
mail to the holders of record of Series I Preferred Stock to
be redeemed at their respective addresses as the same shall
appear on the stock books of the corporation, but no failure
to mail such notice or defect therein or in the mailing
thereof shall affect the validity of the proceedings for such
redemption except as to the holder to whom the corporation has
failed to mail such notice or except as to the holder whose
notice was defective. Any notice which was mailed in the
manner herein provided shall be conclusively presumed to have
been duly given whether or not the holder receives the notice.
At any time after notice of redemption has been given in the
manner prescribed above, the corporation may deposit the
aggregate redemption price in trust with a bank or trust
company (in good standing, organized under the laws of the
United States or of the State of Illinois) named in such
notice, for payment on the date fixed for redemption to the
holders of the shares so to be redeemed, upon surrender (and
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endorsement if required by the Board of Directors) of the
certificates for such shares. Upon such redemption date
(unless the corporation shall default in payment or deposit of
the redemption price as set forth in such notice), such
holders shall cease to be shareholders with respect to such
shares and shall have no interest in or claim against the
corporation and shall have no voting or other rights with
respect to such shares except the right to receive the monies
payable upon such redemption from such bank or trust company,
or from, the corporation, without interest thereon, upon
surrender and endorsement if required by the Board of
Directors) of the certificates; and the shares represented
thereby shall no longer be deemed to be outstanding. In the
event the holder of any such shares of the Series I Preferred
Stock shall not, within six years after such deposit, claim
the amount deposited as above stated for the redemption
thereof, the depositary shall, upon demand, pay the
corporation such unclaimed amount so deposited, and the
depositary shall thereupon be relieved of all responsibility
therefor to such holder. The corporation may retain such
unclaimed amount as part of its general funds, free of any
claim of those previously entitled thereto.
(c) Dissolution. In the event of any liquidation, dissolution or
winding up of the affairs of the corporation, either
voluntarily or involuntarily, the amount that shall be paid to
the holder of each share of Series I Preferred Stock shall be
the fixed amount of $1.00 for such share and no more and the
additional sum representing unpaid cumulative dividends, if
any. Neither the merger or consolidation of the corporation,
nor the sale, lease or conveyance of all or a part of its
assets, shall be deemed to be a liquidation, dissolution or
winding up of the affairs of the corporation for this purpose.
(d) Voting Rights. The holders of the shares of Series I Preferred
Stock shall not be entitled to vote on any matter which is
required by law or by the Articles of Incorporation or By-Laws
of the corporation to be voted upon by the shareholders or
upon which the shareholders shall otherwise be entitled to
vote, unless otherwise required by the Illinois Business
corporation Act.
(e) Seniority. The Series I Preferred Stock shall be senior to all
other equity securities of the corporation and shall be
entitled to receive in full all dividends and distributions to
which such stock shall be entitled prior to the payment of any
dividends or distributions upon any other class or series of
equity securities and shall be redeemed in full prior to the
full or partial redemption of any other class or series of
equity securities.
Series II Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series II Preferred Stock are as
follows:
(a) Dividends. The holders of Series II Preferred Stock shall have
the right to receive, if and when declared by the Board of
Directors, a preferential cumulative dividend of $.024 per
share per annum and no more. Such dividends shall be payable
only to the extent that the corporation has cumulative
earnings sufficient therefor.
(b) Redemption. The corporation may, at its option, at any time,
redeem all or any part of the then outstanding Series II
Preferred Stock in an amount per share equal to all
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unpaid cumulative dividends to the date fixed for redemption
plus a redemption amount determined as follows:
If the date fixed for redemption is during the 12-month
period beginning January 1: Redemption Amount
1985 $0.22
1986 $0.216
1987 $0.212
1988 $0.203
1989 $0.204
1990 and thereafter $0.20
The aforesaid redemption amount plus the unpaid cumulative
dividends are referred to herein as the "redemption price". If
less than all shares of Series II Preferred Stock are to be
redeemed, the shares of such series to be redeemed shall be
chosen by lot or pro rata in such manner as the Board of
Directors may determine.
Not less than 30 days prior to the date fixed for redemption,
a notice specifying the time and place thereof shall be given
by mail to the holders of record of Series II Preferred Stock
to be redeemed at their respective addresses as the same shall
appear on the stock books of the corporation, but no failure
to mail such notice or defect therein or in the mailing
thereof shall affect the validity of the proceedings for such
redemption except as to the holder to whom the corporation has
failed to mail such notice or except as to the holder whose
notice was defective. Any notice which was mailed in the
manner herein provided shall be conclusively presumed to have
been duly given whether or not the holder receives the notice.
At any time after notice of redemption has been given in the
manner prescribed above, the corporation may deposit the
aggregate redemption price in trust with a bank or trust
company (in good standing, organized under the laws of the
United States or of the State of Illinois) named in such
notice, for payment on the date fixed for redemption to the
holders of the shares so to be redeemed, upon surrender (and
endorsement if required by the Board of Directors) of the
certificates for such shares. Upon such redemption date
(unless the corporation shall default in payment or deposit of
the redemption price as set forth in such notice), such
holders shall cease to be shareholders with respect to such
shares and shall have no interest in or claim against the
corporation and shall have no voting or other rights with
respect to the shares except the right to receive the monies
payable upon such redemption from such bank or trust company,
or from the corporation, without interest thereon, upon
surrender (and endorsement, if required by the Board of
Directors) of the certificates; and the shares represented
thereby shall no longer be deemed to be outstanding. In the
event the holder of any such shares of the Series II Preferred
Stock shall not, within six years after such deposit, claim
the amount deposited as above stated for the redemption
thereof, the depositary shall, upon demand, pay the
corporation such unclaimed amount so deposited, and the
depositary shall thereupon be relieved of all responsibility
therefor to such holder. The corporation may retain such
unclaimed
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amount as part of its general funds, free of any claim of
those previously entitled thereto.
(c) Dissolution. In the event of any liquidation, dissolution or
winding up of the affairs of the corporation, either
voluntarily or involuntarily, the amount that shall be paid to
the holder of each share of Series II Preferred Stock shall be
the fixed amount of $.20 for such share and no more and the
additional sum representing unpaid cumulative dividends, if
any. Neither the merger or consolidation of the corporation,
nor the sale, lease or conveyance of all or a part of its
assets, shall be deemed to be a liquidation, dissolution or
winding up of the affairs of the corporation for this purpose.
(d) Voting Rights. The holders of the shares of Series II
Preferred Stock shall have one (1) vote per share on all
matters which are required by law or by the Articles of
Incorporation or By-Laws of the corporation to be voted upon
by the shareholders, or upon which the shareholders shall
otherwise be entitled to vote.
(e) Seniority. The Series II Preferred Stock shall be senior to
all other equity securities of the corporation (except the
Series I Preferred Stock) and shall be entitled to receive in
full all dividends and distributions to which such stock shall
be entitled prior to the payment of any dividends or
distributions upon any other class or series of equity
securities (except the Series I Preferred Stock) and shall be
redeemed in full prior to the full or partial redemption of
any other class or series of equity securities (except the
Series I Preferred Stock).
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Form BCA-11.15 STATEMENT OF CORRECTION File # 5335 698-2
(Rev. Jan 1991)
George H Ryan This space for use by
Secretary of State Secretary of State
Department of Business Services FILED PAID
Springfield, IL 62?56 Date 5/1?/93
Telephone (217) 782 6961 MAY 10 1993 May 12, 1992 Franchise Tax $
GEORGE H. RYAN Filing Fee $25.00
Remit payment by check or money SECRETARY OF STATE Penalty
order payable to Secretary of State Approved /init/
1. CORPORATE NAME: Ticketmaster Corporation
2. STATE OR COUNTRY OF INCORPORATION: Illinois
3. Title of document to be corrected: Articles of Merger
4. Date erroneous document was filed by Secretary of State: May 6, 1988
5. Inaccuracy, error or defect: (Briefly identify the error and explain
how it occurred. Use reverse side or add one or more sheets of this
size if necessary.)
It was erroneously stated in the preambles on page 1 of Exhibit A to
the Articles of Merger that New TMC had 12,438,121 shares of Series I
Preferred Stock issued and outstanding. In fact 12,438,421 shares of
Series I Preferred Stock were issued and outstanding.
6. Corrected portion(s) of the document in corrected form: (if there is
not sufficient space to cover this point, use reverse side or add one
or more sheets of this size.)
Whereas, the total number of shares of New TMC currently issued and
outstanding is 9,147,509 shares of Common Stock, 12,438,421 shares of
Series I Preferred Stock, 5,700,875 shares of Series II Preferred Stock
and 10,000 shares of Series III Preferred Stock.
7. 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 May 6, 1993 TICKETMASTER CORPORATION
(Exact Name of Corporation)
attested by /s/Peter B. Krepper by /s/Ned Goldstein
___________________________ ______________________
(Signature of Assistant Secretary) (Signature of Vice President)
Peter B. Krepper Ned Goldstein, Vice President
(Type or Print Name and Title) (Type or Print Name and Title)
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Form BCA-10.30 Articles of amendment File # 5335 698.2
(Rev. Jan 1991)
George H Ryan This space for use by
Secretary of State Secretary of State
Department of Business Services FILED PAID
Springfield, IL 62?56 Date 11/4/93
Telephone (217) 782 6961 NOV 4 1993 NOV 5, 1993 Franchise Tax $
GEORGE H. RYAN Filing Fee $25.00
Remit payment by check or money SECRETARY OF STATE Penalty
order payable to Secretary of State Approved /init/
1. CORPORATE NAME Ticketmaster Corporation
2. MANNER OF ADOPTION:
The following amendment of the Articles of incorporation was adopted on
October 27, 1993 in the manner indicated below.
/ / By majority of the incorporators, provided no directors were named in
the articles of incorporation and no directors have been elected or by
a majority of the board of directors, in accordance with Section 10.10,
the corporation having issued no shares as of the time of adoption of
this amendment (Note 2)
/ / By a majority of the board of directors in accordance with Section
10.15, shares having been issued by shareholder action not being
required for the adoption of the amendment. (Note 3)
/ / By the shareholders in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment; (Note 4)
/X/ By the shareholders in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
shareholders having not less than the minimum number of votes required
by statute and by the articles of incorporation. Shareholders who have
not consented in writing have been given notice in accordance with
Section 7.10; (Note 4)
/ / By the shareholders in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this amendment.
(INSERT AMENDMENT)
(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is RESOLVED,
that the Articles of Incorporation be amended to read as follows:)
-------------------------------------------------------------------------
(NEW NAME)
Expedited November 5, 1993
Secretary of State
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Resolution
See Exhibit A attached hereto for the amendments effected with respect
to the Articles of Incorporation, as previously amended.
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3. The manner 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
4. (a) The manner 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 5 or 6 below)
5. 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 November 2, 1993 TICKETMASTER CORPORATION
(Exact Name of Corporation)
attested by /s/Norman J. Gantz by /s/Ned Goldstein
(Signature of Secretary or Assistant Secretary)(Signature of Vice President)
Norman J. Gantz, Secretary Ned Goldstein, Vice President
(Type or Print Name and Title) (Type or Print Name and Title)
6. If amendment is authorized by the incorporators, the incorporators must
sign below.
OR
If amendment is authorized by the directors and there are no officers,
then a majority of the directors of such directors as may be designated
by the board, must sign below.
Dated _______________________, 19 ___
- ------------------------------------ -------------------------------------
- ------------------------------------ -------------------------------------
- ------------------------------------ -------------------------------------
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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 named or elected.
(Section 10.10)
Note 3: Directors may adopt amendments without shareholder approval in only six
instances, as follows:
(a) to remove the names and addresses of directors named 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 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;
(d) 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;
(e) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance with Section 9.05,
(f) 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 vote on the amendment (but if class voting applies, then
also at least 2/3 vote within each class is required).
The articles of incorporation may supersede the 2/3 vote requirement by
specifying any smaller or larger vote requirement not less than a
majority of the outstanding shares entitles 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)
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EXHIBIT A
TO ARTICLES OF AMENDMENT OF
TICKETMASTER CORPORATION
RESOLVED, that Article Four of the Articles of Incorporation, as
amended, of the corporation be, and the same hereby is, further amended to read,
and Article Eight be, and the same hereby is, added, as follows:
ARTICLE FOUR
Paragraph 1: The number of shares which the corporation shall be
authorized to issue, itemized by class, series and par value, if any, is:
Par Value Number of
Class Series Per Share Shares Authorized
Common no par value 25,000,000
Preferred I $.10 15,000,000
Preferred II $.10 5,900,000
Preferred Undesignated $.10 4,100,000
Paragraph 2: The preferences, qualifications, limitations, restrictions
and the special or relative rights in respect of the shares of each class are:
No holder of any class or series of stock of the corporation shall have
any preemptive rights to subscribe for additional shares of stock of the
corporation. No holders of any class or series of voting stock of the
corporation shall be entitled to cumulate their votes for the election of
directors of the corporation. Whenever a vote of shareholders is required by law
or these Articles of Incorporation to approve amendments to the Articles of
Incorporation, or any merger, consolidation or the sale of substantially all of
the assets of the corporation outside of the ordinary course of business, such
approval shall require the affirmative vote of the minimum number of shares
permitted by Illinois law at the date such vote is taken, but in no event less
than a majority of the total outstanding shares entitled to vote and, if
required by law, a majority of the outstanding shares of each class and series
of shares entitled to vote as a separate class in respect thereof.
Each issued and outstanding share of Common Stock will entitle the
holder thereof to one (1) vote on any matters submitted to a vote or for consent
of shareholders. Except as otherwise set forth in these Articles of
Incorporation, issued and outstanding shares of Preferred Stock will not be
entitled to vote.
The Board of Directors is authorized to provide from time to time for
the issuance of shares of Preferred Stock and to fix from privileges of the
shares of each Series of Preferred Stock and the restrictions, qualifications
thereof, including, without limiting the generality of the foregoing, the
following:
(a) The serial designation and authorized number of shares;
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(b) The dividend rate, the date or dates on which such dividends
will be payable and the extent to which such dividends may be
cumulative;
(c) The amount or amounts to be received by the holders in the
event of voluntary or involuntary dissolution or liquidation
of the corporation;
(d) Whether such shares may be redeemed, and if so, the price or
prices at which the shares may be redeemed and any terms,
conditions and limitations upon such redemption;
(e) Any sinking fund provisions for redemption or purchase of
shares of such series;
(f) The terms and conditions, if any, on which shares may be
converted, at the election of the holders thereof, into shares
of other capital stock or of other series of Preferred Stock
of the corporation; and
(g) The voting rights, if any.
The Board of Directors may also from time to time:
(a) Alter, without limitation or restriction, the rights,
preferences, privileges and restrictions granted to or imposed
upon any wholly unissued series of Preferred Stock; and
(b) Within the limits or restrictions stated in any, resolution or
resolutions of the Board of Directors originally fixing the
number of shares constituting any series, increase or decrease
(but not below the number of shares then outstanding) the
number of shares of any such series subsequent to the issuance
of shares of that series.
Each series of Preferred Stock may, in preference to the Common Stock,
be entitled to dividends from funds or other assets legally available therefor,
at such rates, payable at such times and cumulate to such extent as may be
determined and fixed by the Board of Directors pursuant to the authority herein
conferred upon it.
Each series of Preferred Stock may be subject to redemption in whole
or in part at such price or prices and on such terms, conditions and limitations
as may be determined and fixed by the Board of Directors prior to the issuance
of such series. Unless otherwise determined by the Board of Directors by
authorizing resolution, if less than all of the shares of any series of the
Preferred Stock are to be redeemed, they will be selected in such manner as the
Board of Directors shall then determine. Nothing herein contained is to limit
any right of the corporation to purchase or otherwise acquire any shares of any
series of Preferred Stock. Any shares of Preferred Stock redeemed or otherwise
acquired by the corporation will have the status of authorized and unissued
shares, undesignated as to series, and may thereafter, in the discretion of the
Board of Directors and to the extent permitted by law, be sold or reissued from
time to time as part of another series or (unless prohibited by the terms of
such series as fixed by the Board of Directors) of the same series, subject to
the terms and conditions herein set forth.
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Series I Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series I Preferred Stock are as
follows:
(a) Dividends. The holders of Series I Preferred Stock shall have
the right to receive, if and when declared by the Board of
Directors, a preferential cumulative dividend of $.12 per
share per annum and no more. Commencing with the fiscal year
beginning February 1, 1988, the dividend with respect to
Series I Preferred Stock shall increase to $.15 per share.
Commencing with the fiscal year beginning February 1, 1992,
the dividend with respect to Series I Preferred Stock shall
decrease to $.12 per share. Such dividends shall be payable
only to the extent that the corporation has cumulative
earnings sufficient therefor, unless the Board of Directors,
in its sole discretion and in accordance with the Illinois
Business Corporation Act of 1983, as amended, determines that
the corporation is able to pay such dividends from a source
other than cumulative earnings and that such payment would be
in the best interests of the corporation.
(b) Redemption. The corporation may, at its option, at any time,
redeem all or any part of the then outstanding Series I
Preferred Stock in an amount per share equal to all unpaid
cumulative dividends to the date fixed for redemption plus a
redemption amount determined as follows:
If the date fixed for redemption is during
the 12-month period beginning January 1: Redemption Amount
1985 $1.10
1986 $1.08
1987 $1.06
1988 $1.04
1989 $1.02
1990 and thereafter $1.00
The aforesaid redemption amount plus the unpaid cumulative
dividends are referred to herein as the "redemption price". If
less than all shares of Series I Preferred Stock are to be
redeemed, the shares of such series to be redeemed shall be
chosen by lot or pro rata in such manner as the Board of
Directors may determine.
The redemption price may be paid in cash, property (the value
of which shall be determined by the Board o Directors) or
general obligations of the corporation.
Not less than 48 hours prior to the date fixed for redemption
(unless waived in writing by all holders of the Series II
Preferred Stock), a notice specifying the time and place
thereof shall be given orally or by mail, courier or facsimile
transmission to the holders of record of Series II Preferred
Stock to be redeemed at their respective addresses as the same
shall appear on the stock books of the corporation, but no
failure to give such notice or defect therein or in the
transmission thereof shall affect the validity of the
proceedings for such redemption except as to the holder to
whom the corporation has failed to give such notice or except
as to the holder whose notice
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was defective. Any notice which was given in the manner herein
provided shall be conclusively presumed to have been duly
given whether or not the holder receives the notice.
At any time after notice of redemption has been given in the
manner prescribed above, the corporation may deposit the
aggregate redemption price in trust with a bank or trust
company (in good standing, organized under the laws of the
United States or of the State of Illinois) named in such
notice, for payment on the date fixed for redemption to the
holders of the shares so to be redeemed, upon surrender (and
endorsement if required by the Board of Directors) of the
certificates for such shares. Upon such redemption date
(unless the corporation shall default in payment or deposit of
the redemption price as set forth in such notice), such
holders shall cease to be shareholders with respect to such
shares and shall have no interest in or claim against the
corporation and shall have no voting or other rights with
respect to such shares except the right to receive the monies
payable upon such redemption from such bank or trust company,
or from, the corporation, without interest thereon, upon
surrender (and endorsement, if required by the Board of
Directors) of the certificates; and the shares represented
thereby shall no longer be deemed to be outstanding. In the
event the holder of any such shares of the Series I Preferred
Stock shall not, within six years after such deposit, claim
the amount deposited as above stated for the redemption
thereof, the depositary shall, upon demand, pay the
corporation such unclaimed amount so deposited, and the
depositary shall thereupon be relieved of all responsibility
therefor to such holder. The corporation may retain such
unclaimed amount as part of its general funds, free of any
claim of those previously entitled thereto.
(c) Dissolution. In the event of any liquidation, dissolution or
winding up of the affairs of the corporation, either
voluntarily or involuntarily, the amount that shall be paid to
the holder of each share of Series I Preferred Stock shall be
the fixed amount of $1.00 for such share and no more and the
additional sum representing unpaid cumulative dividends, if
any. Neither the merger or consolidation of the corporation,
nor the sale, lease or conveyance of all or a part of its
assets, shall be deemed to be a liquidation, dissolution or
winding up of the affairs of the corporation for this purpose.
(d) Voting Rights. The holders of the shares of Series I Preferred
Stock shall not be entitled to vote on any matter which is
required by law or by the Articles of Incorporation or By-Laws
of the corporation to be voted upon by the shareholders or
upon which the shareholders shall otherwise be entitled to
vote, unless otherwise required by the Illinois Business
Corporation Act.
(e) Seniority. The Series I Preferred Stock shall be senior to all
other equity securities of the corporation and, unless waived
by the holders of a majority of the issued and outstanding
Series I Preferred Stock, (i) shall be entitled to receive in
full all dividends and distributions to which such stock shall
be entitled prior to the payment of any dividends or
distributions upon any other class or series of equity
securities and (ii) shall be redeemed in full prior to the
full or partial redemption of any other class or series of
equity securities.
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Series II Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series II Preferred Stock are as
follows:
(a) Dividends. The holders of Series II Preferred Stock shall have
the right to receive, if and when declared by the Board of
Directors, a preferential cumulative dividend of $.024 per
share per annum and no more. Such dividends shall be payable
only to the extent that the corporation has cumulative
earnings sufficient therefor, unless the Board of Directors,
in its sole discretion and in accordance with the Illinois
Business Corporation Act of 1983, as amended, determines that
the corporation is able to pay such dividends from a source
other than cumulative earnings and that such payment would be
in the best interests of the corporation.
(b) Redemption. The corporation may, at its option, at any time,
redeem all or any part of the then outstanding Series II
Preferred Stock in an amount per share equal to all unpaid
cumulative dividends to the date fixed for redemption plus a
redemption amount determined as follows:
If the date fixed for redemption is during the 12-month period
beginning January 1:
Redemption Amount
1985 $0.22
1986 $0.216
1987 $0.212
1988 $0.208
1989 $0.204
1990 and thereafter $0.20
The aforesaid redemption amount plus the unpaid cumulative
dividends are referred to herein as the "redemption price". If
less than all shares of Series II Preferred Stock are to be
redeemed, the shares of such series to be redeemed shall be
chosen by lot or pro rata in such manner as the Board of
Directors may determine.
The redemption price may be paid in cash, property (the value
of which shall be determined by the Board of Directors) or
obligations of the corporation.
Not less than 48 hours prior to the date fixed for redemption
(unless waived in writing by all holders of the Series II
Preferred Stock), a notice specifying the time and place
thereof shall be given orally or by mail, courier or facsimile
transmission to the holders of record of Series II Preferred
Stock to be redeemed at their respective addresses as the same
shall appear on the stock books of the corporation, but no
failure to give such notice or defect therein or in the
transmission thereof shall affect the validity of the
proceedings for such redemption except as to the holder to
whom the corporation has failed to give such notice or except
as to the holder whose notice was defective. Any notice which
was given in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the holder
receives the notice.
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At any time after notice of redemption has been given in the
manner prescribed above, the corporation may deposit the
aggregate redemption price in trust with a bank or trust
company (in good standing, organized under the laws of the
United States or of the State of Illinois) named in such
notice, for payment on the date fixed for redemption to the
holders of the shares so to be redeemed, upon surrender (and
endorsement if required by the Board of Directors) of the
certificates for such shares. Upon such redemption date
(unless the corporation shall default in payment or deposit of
the redemption price as set forth in such notice), such
holders shall cease to be shareholders with respect to such
shares and shall have no interest in or claim against the
corporation and shall have no voting or other rights with
respect to the shares except the right to receive the monies
payable upon such redemption from such bank or trust company,
or from the corporation, without interest thereon, upon
surrender (and endorsement, if required by the Board of
Directors) of the certificates; and the shares represented
thereby shall no longer be deemed to be outstanding. In the
event the holder of any such shares of the Series II Preferred
Stock shall not, within six years after such deposit, claim
the amount deposited as above stated for the redemption
thereof, the depositary shall, upon demand, pay the
corporation such unclaimed amount so deposited, and the
depositary shall thereupon be relieved of all responsibility
therefor to such holder. The corporation may retain such
unclaimed amount as part of its general funds, free of any
claim of those previously entitled thereto.
(c) Dissolution. In the event of any liquidation, dissolution or
winding up of the affairs of the corporation, either
voluntarily or involuntarily, the amount that shall be paid to
the holder of each share of Series II Preferred Stock shall be
the fixed amount of $.20 for such share and no more and the
additional sum representing unpaid cumulative dividends, if
any. Neither the merger or consolidation of the corporation,
nor the sale, lease or conveyance of all or a part of its
assets, shall be deemed to be a liquidation, dissolution or
winding up of the affairs of the corporation for this purpose.
(d) Voting Rights. The holders of the shares of Series II
Preferred Stock shall have one (1) vote per share on all
matters which are required by law or by the Articles of
Incorporation or By-Laws of the corporation to be voted upon
by the shareholders, or upon which the shareholders shall
otherwise be entitled to vote.
(e) Seniority. The Series II Preferred Stock shall be senior to
all other equity securities of the corporation (except the
Series I Preferred Stock) and, unless waived by the holders of
a majority of the issued and outstanding Series II Preferred
Stock, (i) shall be entitled to receive in full all dividends
and distributions to which such stock shall be entitled prior
to the payment of any dividends or distributions upon any
other class or series of equity securities (except the Series
I Preferred Stock) and (ii) shall be redeemed in full prior to
the full or partial redemption of any other class or series of
equity securities (except the Series I Preferred Stock).
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ARTICLE EIGHT
Paragraph 1: Cumulative Voting. Cumulative voting for the election of
directors of this corporation shall not be permitted.
Paragraph 2: Voting Majority Requirements. In connection with any
matter which shall require for its adoption the affirmative vote of the holders
of at least two-thirds of the outstanding shares entitled to vote on such matter
or the affirmative vote of the holders of at least two-thirds of the outstanding
shares of each class or series of shares entitled to vote as a class on such
matter, said two-thirds vote requirement is hereby superseded pursuant to the
authority granted by the Illinois Business Corporation Act of 1983 and such
matter shall be authorized by the affirmative vote of the holders of a majority
of the outstanding shares entitled to vote on such matter and, if required by
law, the affirmative vote of holders of a majority of the outstanding shares of
each class or series of shares entitled to vote as a class on such matter.
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Form BCA-5.10 STATEMENT OF CHANGE OF REGISTERED File # D5335-698-2
NFP-105.10 AGENT AND/OR REGISTERED OFFICE
(Rev. Jan. 1991) Filed July 1?, 1992 SUBMIT IN DUPLICATE
George H. Ryan
Secretary of State This space for use by
Department of Business Services GEORGE H. RYAN Secretary of State
Springfield, IL 62756 SECRETARY OF STATE
Telephone (217) 782-6961 Date 7-16-92
Filing Fee $ 5
Approved /init/
1. CORPORATE NAME Ticketmaster Corporation
2. STATE OR COUNTRY OF INCORPORATION: Illinois
3. Name and address of the registered agent and registered office as they
appear on the records of the Secretary of State (Before Change):
Registered Agent Norman J. Gantz
--------------------------------------------------------------------------------------------
First Name Middle Name Last Name
Registered Office Two North LaSalle Street Suite 2200
--------------------------------------------------------------------------------------------
Number Street Suite No.
Chicago 60602 Cook
--------------------------------------------------------------------------------------------
City Zip Code County
4. Name and address of the registered agent and registered office as they
appear on the records of the Secretary of State (After all Changes Herein
Reported):
Registered Agent The Prentice-Hall Corporation System, Inc.
--------------------------------------------------------------------------------------------
First Name Middle Name Last Name
Registered Office 33 North LaSalle Street Suite 2200
--------------------------------------------------------------------------------------------
Number Street Suite No.
Chicago 60602 Cook
--------------------------------------------------------------------------------------------
City Zip Code County
5. The address of the registered office and the address of the business
office of the registered agent as changed, will be identical
6. The above change was authorized by: ("X" one box only)
a. /X/ By resolution duly adopted by the board of Directors. (Note 5)
b. / / By action of the registered agent. (Note 6)
NOTE: When the registered agent changes, the signatures of both President and
Secretary are required
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7. (If authorized by the board of directors, sign here. See note 5)
Dated June 8, 1992 TICKETMASTER CORPORATION
(Exact Name of Corporation)
attested by /s/Norman J. Gantz by /s/Ned Goldstein
______________________ ____________________
(Signature of Secretary or Assistant Secretary) (Signature of Vice President)
Norman J. Gantz, Secretary Ned Goldstein, Vice President
(Type or Print Name and Title) (Type or Print Name and Title)
(If change of registered office by registered agent, sign here. See Note 6) The
undersigned, under penalties of perjury, affirms that the facts stated herein
are true.
Dated _________________________ 19,____ ___________________________________
(Signature of Registered Agent of Record)
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NOTES
1. The registered office may, but need not be the same as the principal
office of the corporation. However, the registered office and the
office address of the registered agent must be the same.
2. The registered office must include a street or road address, a post
office box number alone is not acceptable.
3. A corporation cannot act as its own registered agent.
4. If the registered office is changed from one county to another, then
the corporation must file with the records of deeds of the new county a
certified copy of the articles of incorporation and a certified copy of
the statement of change of registered office. Such certified copies may
be obtained ONLY from the Secretary of State.
5. Any change of registered agent must be by resolution adopted by the
board of directors. This statement must then be signed by the President
(or vice-president) and by the Secretary (or an assistant secretary).
6. The registered agent may report a change of the registered office of
the corporation for which he or she is the registered agent. When the
agent reports such a change, this statement must be signed by the
registered agent.
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