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Exhibit 3.15
RESTATED CERTIFICATE OF INCORPORATION
OF
HOME SHOPPING NETWORK, INC.
(Pursuant to Sections 242 & 245)
Home Shopping Network, Inc., a corporation organized and
existing under the laws of the State of Delaware, hereby certifies as
follows:
1. The name under which the corporation was originally incorporated
is HOME SHOPPING NETWORK, INC. The date of filing its original Certificate of
Incorporation with the Secretary of State was February 26, 1986.
FIRST: The name of the corporation is
Home Shopping Network, Inc.
SECOND: The address of its registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is The Corporation Trust
Company.
THIRD: The nature of the business or purposes to be conducted or
promoted is:
To engage in any lawful act or activity for which corporations may
be organized under the Delaware General Corporation Law.
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To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal
in and deal with goods, wares and merchandise and personal property of every
class and description.
To acquire, and pay for in cash, stock or bonds of this corporation
or otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.
To acquire, hold, use, sell, assign, lease, grant licenses in
respect of, mortgage or otherwise dispose of letters patent of the United States
or any foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of this corporation.
To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares of the capital stock,
or any voting trust certificates in respect of the shares of capital stock,
scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and
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as owner thereof to possess and exercise all the rights, powers and privileges
of ownership, including the right to execute consents and vote thereon, and to
do any and all acts and things necessary or advisable for the preservation,
protection, improvement and enhancement in value thereof.
To borrow or raise moneys for any of the purposes of the corporation
and, from time to time without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the corporation for its corporation
purposes.
To purchase, receive, take by grant, gift, devise, bequest or
otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and
otherwise deal in and with real or personal property, or any interest therein,
wherever situated, and to sell, convey, lease, exchange, transfer or otherwise
dispose of, or mortgage or pledge, all or any of the corporation's property and
assets, or any interest therein, wherever situated.
In general, to possess and exercise all the powers and privileges
granted by the Delaware General Corporation Law or by any other law of Delaware
or by this certificate of incorporation together with any powers incidental
thereto, so far as such
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powers and privileges are necessary or convenient to the conduct, promotion or
attainment of the business or purposes of the corporation.
The business and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other clause in this
certificate of incorporation, but the business and purposes specified in each of
the foregoing clauses of this Article shall be regarded as independent business
and purposes.
FOURTH: The corporation shall have authority to issue thirty million
(30,000,000) shares of $.01 par value Common Stock, seven million forty five
thousand nine hundred forty (7,045,940) shares of $.01 par value Class B Common
stock, and five hundred thousand (500,000) shares of $.01 par value Preferred
Stock.
A statement of the designations of each class and the powers,
preferences and rights, and qualifications, limitations or restrictions thereof
is as follows:
A. Common Stock
(1.) The holders of the Common Stock shall be entitled to receive,
share for share with the holders of shares of Class B Common Stock, such
dividends if, as and when declared from time to time by the Board of Directors.
(2.) In the event of the voluntary or involuntary liquidation,
dissolution, distribution of assets or winding-up of the corporation, the
holders of the Common Stock shall be entitled to receive, share for share with
the holders of shares of
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Class B Common Stock, all the assets of the corporation of whatever kind
available for distribution to Stockholders, after the rights of the holders of
the Preferred Stock have been satisfied.
(3.) The holders of Common Stock shall vote as a separate class upon
any merger, reorganization, recapitalization, liquidation, distribution or
winding-up, sale, transfer, or hypothecation of substantially all or a
substantial portion of the assets of the Corporation, or similar corporate
matter, and any amendment to this Certificate of Incorporation, all of which
must be submitted to a vote of or to the consent of the stockholders of the
corporation; and the requisite approval of the holders of the Common Stock,
voting as a class, shall be necessary for the adoption of any such matter.
(4.) Each holder of Common Stock shall be entitled to vote one vote
for each share of Common Stock held on any matter which is submitted to a vote
or to the consent of the Stockholders of the Corporation, other than matters
described in Subsection A(3) above, including the election of directors. As to
all such matters submitted to the Stockholders pursuant to this Subsection (4),
the holders of Common Stock shall vote together with the holders of the Class B
Common Stock.
B. Class B Common Stock
(1.) The holders of the Class B Common Stock shall be entitled to
receive, share for share with the holders of shares of Common Stock, such
dividends if, as and when declared from time to time by the board of directors.
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(2.) In the event of the voluntary or involuntary liquidation,
dissolution, distribution of assets or winding-up of the corporation, the
holders of the Class B Common Stock shall be entitled to receive, share for
share with the holders of shares of Common Stock, all the remaining assets of
the corporation of whatever kind available for distribution to Stockholders,
after the rights of the holders of Preferred Stock have been satisfied.
(3.) So long as at least three million eight hundred thousand
(3,800,000) shares of Class B Common Stock are outstanding, the holders of said
shares of Class B Common Stock shall vote as a separate class upon any merger,
reorganizations, recapitalization, liquidation, dissolution or winding-up, sale,
transfer, or hypothecation of substantially all or a substantial portion of the
assets of the Corporation, all of which must be submitted to a vote or or to the
consent of the Stockholders of the Corporation; and the requisite approval of
the holders of the Class B Common Stock, voting as a class, shall be necessary
for the adoption of any such matter. In the event that less than three million
eight hundred thousand shares of Class B Common Stock are outstanding, the
shares of Class B Common Stock shall vote with the holders of shares of Common
Stock as to the matters described in this Subsection (3), but such shares of
Class B Common Stock shall be entitled to vote ten votes per share on such
matters.
(4.) Each holder of Class B Common Stock shall be entitled to vote
ten votes for each share of Class B Common Stock held on any matter which is
submitted to a vote or to the consent of the Stockholders of the Corporation,
other than the matters described in Subsection B(3) above, including the
election of directors. As to all such
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matters submitted to the Stockholders pursuant to this Subsection (4) the
holders of the Class B Common Stock shall vote together with the holders of
Common Stock.
C. Other Matters Affecting Shareholders of Common Stock and
Class B Common Stock
(1.) In no event shall any stock dividends or stock splits or
combinations of stock be declared or made on Common Stock or Class B Common
Stock unless the shares of Common Stock and Class B Common Stock at the time
outstanding are treated equally and identically.
(2.) Shares of Class B Common Stock shall be convertible into shares
of the Common Stock of the Corporation at the option of the holder thereof at
any time on a share for share basis. Such conversion ratio shall in all events
be equitably preserved in the event of any recapitalization of the Corporation
by means of a stock dividend on, or a stock split or combination of, outstanding
Common Stock or Class B Common Stock, or in the event of any merger,
consolidation or other reorganization of the corporation with another
corporation.
(3.) Upon the conversion of Class B Common Stock into shares of
Common Stock, said shares of Class B Common Stock shall be retired and shall not
be subject to reissue.
(4.) Notwithstanding anything to the contrary in this Certificate of
Incorporation, the holders of Common Shares, acting as a single class, shall be
entitled to elect twenty-five percent (25%) of the total number of directors,
and in the event that
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twenty-five percent (25%) of the total number of directors shall result in a
fraction of a director, then the holders of the Common Stock, acting as a single
class, shall be entitled to elect the next higher whole number of directors.
D. Preferred Stock
The board of directors shall, by resolution, designate the powers,
preferences, rights and qualifications, limitations and restrictions of the
Preferred Stock.
FIFTH: The name and mailing address of each incorporator is as
follows:
Name Mailing Address
---- ---------------
Roy M. Speer 1529 U.S. Highway 19 South
Clearwater, Florida 33546
Lowell W. Paxton 1529 U.S. Highway 19 South
Clearwater, Florida 33546
SIXTH: The name and mailing address of each person, who is to serve
as a director until the next annual meeting of the stockholders or until their
successor is elected, are as follows:
Name Mailing Address
---- ---------------
Roy M. Speer 1529 U.S. Highway 19 South
Clearwater, Florida 33546
Lowell W. Paxton 1529 U.S. Highway 19 South
Clearwater, Florida 33546
Nando DiFilippo, Jr. 300 East Lombard Street
Baltimore, Maryland 21203
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Franklin J. Chu One Liberty Plaza, 45th Floor
New York, New York 10080
SEVENTH: The corporation is to have perpetual existence.
EIGHTH: In furtherance and not in limitation of the powers conferred
by the Delaware General Corporation Law, the board of directors is expressly
authorized:
To make, alter or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation.
To set apart out of any of the funds of the corporation available
for dividends a reserve or reserves for any proper purpose and to abolish any
such reserve in the manner in which it was created.
By a majority of the whole board, to designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. The by-laws may provide that in the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not the
member or members constitute a quorum, may unanimously appoint another member of
the board of directors to act at the meeting in the place of any such
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absent or disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the by-laws of the corporation shall
have and may exercise all the powers and authority of the board of directors in
the management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to amending
the certificate of incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders a dissolution of the corporation
or a revocation of a dissolution, amending the by-laws of the corporation,
declaring a dividend or authorizing the issuance of stock.
NINTH: (A) The corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in and not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo
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contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interest of the corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
(B) The corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless and only to the extent that the court of
equity or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication or liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnify for such expenses which the court of equity or such other court shall
deem proper.
(C) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit
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or proceeding referred to in subsections (A) and (B) of this Article Ninth or in
the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection therewith.
(D) Any indemnification under subsections (A) and (B) of this
Article Ninth (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in subsections (A) and
(B). Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of the disinterested directors so directs, by independent
legal counsel in a written opinion or (3) by the stockholders.
(E) Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding as authorized by the board of directors in
the specific case upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this Article.
(F) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any statute, agreement, vote of stockholders or disinterested
directors or otherwise,
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both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(G) The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article.
TENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court or equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or
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arrangement and to any reorganization of this corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.
ELEVENTH: Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the corporation may
be kept (subject to any provision contained in the Delaware General Corporation
Law) outside the State of Delaware at such place or places as may be designated
from time to time by the board of directors or in the by-laws of the
corporation. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
TWELFTH: The corporation reserves the right to amend, alter, change
or repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by the Delaware General Corporation Law, and
all rights conferred upon stockholders herein are granted subject to this
reservation except that under no circumstances may such amendment be adopted
except as prescribed by Article Fourth, above, and provided further that the
rights of the Class B Common Stock may not be amended, altered, changed, or
repealed without the approval of the holders of the requisite number of said
shares of Class B Common Stock.
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THIRTEENTH: The number of directors of the corporation shall be such
number, not less than four (4) nor more than fifteen (15), as shall be provided
from time to time in the by-laws, provided that no amendment to the by-laws
decreasing the number of directors shall have the effect of shortening the term
of any incumbent director, and provided further that no action shall be taken by
the directors (whether through amendment of the by-laws or otherwise) to
increase or decrease the number of directors as provided in the by-laws from
time to time unless at least a majority of the directors then in office shall
concur in said action.
A director may be removed, at any time, either with or without
cause, by the affirmative vote of holders of a majority of each of the classes
of shares then entitled to vote at an election of directors, except that
directors elected by the holders of the Common Stock of the Corporation
exclusively, pursuant to Subsection C(4) of Article Fourth, may only be removed
by the holders of Common Stock of the Corporation.
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WE, THE UNDERSIGNED, being each of the directors herein before
named, for the purpose of recording this Amended and Restated Certificate of
Incorporation pursuant to the General Corporation Law of the State of Delaware,
do make this certificate, hereby declaring and certifying that this is our act
and deed and the facts herein stated are true, and accordingly have hereunto set
our hands this 24th of March, 1986.
/s/ Roy M. Speer
_______________________________
Roy M. Speer
/s/ Lowell W. Paxson
_______________________________
Lowell W. Paxson
/s/ Nando DiFilippo, Jr.
_______________________________
Nando DiFilippo, Jr.
/s/ Franklin J. Chu
_______________________________
Franklin J. Chu
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CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
Home Shopping Network, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the
unanimous written consent of its members, adopted a resolution proposing and
declaring advisable the following amendment to the Restated Certificate of
Incorporation of said corporation:
RESOLVED, that Article Fourth of the Restated Certificate of
Incorporation of the Company be amended to read as follows:
FOURTH: The corporation shall have authority to issue one
hundred million (l00,000,000) shares of $.01 par value Common Stock,
twelve million seventy-nine thousand seven hundred twenty-eight
(12,079,728) shares of $.01 par value Class B Common Stock and
five-hundred thousand (500,000) shares of $.01 par value Preferred Stock.
RESOLVED that Article Fourth, section B, paragraph (3) of the
Certificate of Incorporation be amended to read as follows:
(3) So long as at least eleven million four-hundred thousand
(11,400,000) shares of Class B Common Stock are outstanding, the holders
of said shares of Class B Common Stock shall vote as a separate class upon
any merger, reorganization, recapitalization, liquidation, dissolution or
winding-up, sale, transfer, or hypothecation of substantially all or a
substantial portion of the assets of the Corporation, all of which must be
submitted to a vote or to the consent of the Stockholders of the
Corporation; and the requisite approval of the holders of the Class B
Common Stock, voting as a class, shall be necessary for the adoption of
any such matter. In the event that less than eleven million four-hundred
thousand (11,400,000) shares of Class B Common Stock are outstanding, the
shares of Class B Common Stock shall vote with the holders of shares of
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Common Stock as to the matters described in this Subsection (3), but such
shares of Class B Common Stock shall be entitled to vote ten votes per
share on such matters.
SECOND: That at a special meeting of stockholders, the holders of a
majority of shares of Common Stock and Class B Common Stock of the Company voted
to approve said amendment in accordance with the provisions of the Certificate
of Incorporation of the Company and the General Corporation Law of the State of
Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance
with Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the aggregate amount of capital represented by the
issued shares of capital stock of said corporation shall not be reduced under or
by reason of the foregoing amendments to the Restated Certificate of
Incorporation of the Company.
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IN WITNESS WHEREOF, said Home Shopping Network, Inc. has caused this
certificate to be signed by Lowell W. Paxson, its President and Charles Bohart,
its Secretary, this 14th day of August, 1986.
HOME SHOPPING NETWORK, INC.
By: /s/Lowell W. Paxson
_______________________________________
President
ATTEST:
By: /s/Charles Bohart
________________________________
Secretary
[Seal]
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CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
Home Shopping Network, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation unanimously
adopted resolutions proposing and declaring advisable the following amendments
to the Restated Certificate of Incorporation of said corporation:
RESOLVED, that Article FOURTH of the Restated Certificate of
Incorporation of the Company be amended to read as follows:
FOURTH: The corporation shall have authority to issue one
hundred fifty million (150,000,000) shares of $.01 par value Common Stock,
twenty-four million one hundred fifty-nine thousand four hundred fifty-six
(24,159,456) shares of $.01 par value Class B Common Stock and
five-hundred thousand (500,000) shares of $.01 par value Preferred Stock.
RESOLVED that Article Fourth, section B, paragraph (3) of the
Restated Certificate of Incorporation be amended to read as follows:
(3) So long as at least twenty-two million eight hundred
thousand (22,800,000) shares of Class B Common Stock are outstanding, the
holders of said shares of Class B Common Stock shall vote as a separate
class upon any merger, reorganization, recapitalization, liquidation,
dissolution or winding-up, sale, transfer, or hypothecation of
substantially all or a substantial portion of the assets of the
Corporation, all of which must be submitted to a vote or to the consent of
the Stockholders of the Corporation; and the requisite approval of the
holders of the Class B Common Stock, voting as a class, shall be necessary
for the adoption of any such matter. In the event that less than
twenty-two million eight hundred thousand (22,800,000) shares of Class B
Common Stock are outstanding, the shares of Class B Common Stock shall
vote with the holders of shares of Common Stock as to the matters
described in this Subsection (3), but such shares
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of Class B Common Stock shall be entitled to vote ten votes per share on
such matters.
RESOLVED, that Section B of Article NINTH of the Restated
Certificate of Incorporation of the Company be amended to read as follows:
(B) The corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure
a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only
to the extent that a court of equity or the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication or liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court of equity or such other court shall deem proper.
FURTHER RESOLVED, that Section E of Article NINTH of the Restated
Certificate of Incorporation of the Company be amended to read as follows:
(E) Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to
repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in this
Article.
FURTHER RESOLVED, that Section F of Article NINTH of the Restated
Certificate of Incorporation of the Company be amended to read as follows:
(F) The indemnification and advancement of expenses provided
by, or granted pursuant to this Article shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any statute, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding
such office and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person; it being the intent
and purpose of this Article that the corporation shall have the authority
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to indemnify directors, officers, agents and employees to the fullest
extent allowed by the laws of the state of Delaware as those law exist now
or may hereafter be amended, provided that such amendment expands the
right to indemnify officers, directors, agents or employees.
FURTHER RESOLVED, that the Restated Certificate of Incorporation of
the Company be amended to include a new Article FOURTEENTH to be effective from
the date of adoption by the stockholders and to read as follows:
FOURTEENTH: The directors of the corporation shall in no event
be liable to the corporation or to its stockholders for monetary damages
for breach of a fiduciary duty of a director; provided, however, that this
Article shall not eliminate the liability of a director (i) for any breach
of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which
the director derived an improper personal benefit. The liability of a
director shall be further eliminated or limited to the fullest extent
allowable under Delaware law, as it may in the future be amended.
SECOND: That at the annual meeting of stockholders held on December
15, 1986 the holders of a majority of shares of Common Stock and Class B Common
Stock of the Company voted to approve said amendments in accordance with the
provisions of the Restated Certificate of Incorporation of the Company and the
General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendments were duly adopted in accordance
with Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the aggregate amount of capital represented by the
issued shares of capital stock of said corporation shall not be reduced under or
by reason of the foregoing amendments to the Restated Certificate of
Incorporation of the Company.
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IN WITNESS WHEREOF, said Home Shopping Network, Inc. has caused this
certificate to be signed by Lowell W. Paxson, its President and Charles H.
Bohart, its Secretary, this 15th day of December, 1986.
HOME SHOPPING NETWORK, INC.
By: /s/Lowell W. Paxson
__________________________________
President
ATTEST:
By: /s/Charles H. Bohart
________________________________
Secretary
[Seal]
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