EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
COAXIAL FINANCING CORP.
FIRST. The name of the corporation is Coaxial Financing Corp.
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SECOND. Its registered office in the State of Delaware is located at 1209
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Orange Street, Wilmington, New Castle County, Delaware 19801. The registered
agent in charge thereof is The Corporation Trust Company.
THIRD. The purpose or purposes of the corporation is to engage in any
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lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware, and to have and exercise all the
powers conferred by the laws of the State of Delaware upon corporations formed
under the General Corporation Law of the State of Delaware.
FOURTH. The amount of the total authorized capital stock of this
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corporation shall be one thousand (1,000) shares common, par value one cent per
share.
FIFTH. The name and mailing address of the incorporator is as follows:
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Sarah J. Welch
1200 New Hampshire Avenue, N.W.
Suite 800
Washington, D.C. 20036-6802
SIXTH. In furtherance and not in limitation of the powers conferred by
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statute, the Board of Directors of the corporation shall have the following
powers:
(a) To adopt, and to alter or amend the Bylaws and to fix the amount to be
reserved as working capital; and
(b) With the consent in writing or pursuant to a vote of the holders of a
majority of the capital stock issued and outstanding, to dispose of, in any
manner, all or substantially all of the property of this corporation.
SEVENTH. The stockholders and directors shall have the power to hold their
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meetings and keep the books, documents and papers of the corporation within or
outside the State of Delaware and at such place or places as may be from time to
time designated by the Bylaws or by resolution of the stockholders or directors,
except as otherwise required by the laws of the State of Delaware.
EIGHTH. The objects, purposes and powers specified in any clause or
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paragraph of this Certificate of Incorporation shall be in no way limited or
restricted by reference to or inference from the terms of any other clause or
paragraph of this Certificate of Incorporation. The objects, purposes and
powers in each of the clauses and paragraphs of this Certificate of
Incorporation shall be regarded as independent objects, purposes and powers.
The objects, purposes and powers specified in this Certificate of Incorporation
are in furtherance and not in limitation of the objects, purposes and powers
conferred by statute.
NINTH. The corporation shall have the power to indemnify its officers,
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directors, employees and agents, and such other persons as may be designated as
set forth in the Bylaws, to the full extent permitted by the laws of the State
of Delaware. A director shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duties as a
director, provided that the liability of a director (i) for any breach of the
director's 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 Title 8 of the Delaware Code, or
(iv) for any transaction from which the director derived an improper personal
benefit shall not be eliminated or limited hereby.
TENTH. The corporation shall have perpetual existence.
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The undersigned, Sarah J. Welch, for the purpose of forming a corporation
under the laws of the State of Delaware, does hereby make, file and record this
Certificate of Incorporation and does hereby certify that the facts herein
stated are true, and has accordingly hereunto set her hand and seal.
/s/ Sarah J. Welch, Incorporator
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Sarah J. Welch, Incorporator
Dated: July 24, 1998
STATEMENT OF INCORPORATOR IN LIEU
OF ORGANIZATIONAL MEETING OF
COAXIAL FINANCING CORP.
The Certificate of Incorporation of this Corporation having been filed with
the Secretary of State of the State of Delaware, I, the undersigned, being the
sole Incorporator named on said Certificate, do hereby state that the following
actions were taken on this date for the purpose of organizing this Corporation:
1. Bylaws for the regulations of the affairs of this Corporation were
adopted by the undersigned incorporator and were ordered inserted in the Minute
Book.
2. The following persons are elected as directors, to hold office until
the first annual meeting of the stockholders or until their respective
successors are elected and qualified:
Sidney R. Knafel
Michael S. Willner
Kim D. Kelly
3. The Board of Directors was authorized, in its discretion, to issue the
shares of the capital stock of this Corporation to the full amount of the number
of shares authorized by the Certificate of Incorporation in such amounts and for
such considerations as from time to time shall be determined by the Board of
Directors and as may be permitted by law.
/s/ Sarah J. Welch
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Sarah J. Welch
DATE: July 24, 1998