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EXHIBIT 3.3
RESTATED CERTIFICATE OF INCORPORATION
OF
LIN TELEVISION CORPORATION
LIN Television Corporation, a corporation organized and existing under
the Delaware General Corporation Law (the "DGCL"), does hereby certify:
1. The original Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on June 18, 1990.
2. The following Restated Certificate of Incorporation was duly
proposed by this corporation's Board of Directors pursuant to the applicable
provisions of Section 242 and Section 245 of the DGCL. In lieu of a meeting of
the stockholders, written consent has been given for the adoption of said
Restated Certificate of Incorporation and the amendments to be made thereby
pursuant to the applicable provisions of Sections 242 and 245 of the DGCL.
ARTICLE 1. NAME
The name of this corporation is LIN Television Corporation.
ARTICLE 2. REGISTERED OFFICE AND AGENT
The address of the initial registered office of this
corporation is Suite L-100, 32 Loockerman Square, Dover, County of Kent,
Delaware 19901, and the name of its initial registered agent at such address is
The Prentice-Hall Corporation System, Inc.
ARTICLE 3. PURPOSES
The purpose of this corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law (the "DGCL").
ARTICLE 4. SHARES
The total number of shares of stock which this corporation
shall have authority to issue is 105,000,000 shares, of which 90,000,000 shares
shall be shares of common stock, par value $0.01 per share, and 15,000,000
shares shall be shares of preferred stock, par value $0.01 per share. Authority
is hereby expressly granted to the Board of Directors to fix by resolution or
resolutions any of the designations and the powers, preferences and rights, and
the qualifications, limitations or restrictions which are permitted by the DGCL
in respect of any class or classes of stock or any series of any class of stock
of the corporation.
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ARTICLE 5. BY-LAWS
The Board of Directors shall have the power to adopt, amend or
repeal the By-laws of this corporation; provided, however, that the Board of
Directors may not repeal or amend any by-law that the stockholders have
expressly provided may not be amended or repealed by the Board of Directors. The
stockholders shall also have the power to adopt, amend or repeal the By-laws.
ARTICLE 6. BOARD OF DIRECTORS
The number of Directors of this corporation shall be
determined in the manner provided by the By-laws and may be increased or
decreased from time to time in the manner provided therein. Written ballots are
not required in the election of Directors.
ARTICLE 7. PREEMPTIVE RIGHTS
Preemptive rights shall not exist with respect to shares of
stock or securities convertible into shares of stock of this corporation.
ARTICLE 8. CUMULATIVE VOTING
The right to cumulate votes in the election of Directors shall
not exist with respect to shares of stock of this corporation.
ARTICLE 9. AMENDMENTS TO CERTIFICATE OF INCORPORATION
This corporation reserves the right to amend or repeal any of
the provisions contained in this Certificate of Incorporation in any manner now
or hereafter permitted by law, and the rights of the stockholders of this
corporation are granted subject to this reservation.
ARTICLE 10. LIMITATION OF DIRECTOR LIABILITY
To the full extent that the DGCL, as it exists on the date
hereof or may hereafter be amended, permits the limitation or elimination of the
liability of directors, a director of this corporation shall not be liable to
this corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director. Any amendment to or repeal of this Article 10
shall not adversely affect any right or protection of a director of this
corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal. In addition to any requirements or
any other provisions herein or in the terms of any class or series of capital
stock having a preference over the common stock of this corporation as to
dividends or upon liquidation (and notwithstanding that a lesser percentage may
be specified by law), the affirmative vote of the holders of 80% or more of the
voting power of the outstanding
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voting stock of this corporation, voting together as a single class, shall be
required to amend, alter or repeal any provision of this Article 10.
ARTICLE 11. ACTION BY STOCKHOLDERS WITHOUT A MEETING
Action may be taken by the stockholders of this corporation
without a meeting, without prior notice and without a vote, in accordance with
the terms of Section 228 of the DGCL.
ARTICLE 12. FOREIGN OWNERSHIP
To the extent deemed necessary or appropriate by the Board of
Directors to enable this corporation to engage in any business or activity
directly or indirectly conducted by it in compliance with the laws of the United
States of America as now in effect or as they may hereafter from time to time be
amended, this corporation may adopt such by-laws as may be necessary or
advisable to comply with the provisions and avoid the prohibitions of any such
law. Without limiting the generality of the foregoing, such by-laws may restrict
or prohibit the transfer of shares of capital stock of this corporation to, and
the voting of such stock by, aliens or their representatives, or corporation
organized under the laws of any foreign country or their representatives, or
corporations directly or indirectly controlled by aliens or by any such
corporation or representative.
IN WITNESS WHEREOF, the undersigned has executed this document
and affirms, under penalties of perjury, that the statements herein are true and
that this instrument is the act and deed of LIN Television Corporation as of
this 17th day of November, 1994.
LIN TELEVISION CORPORATION
By [ILLEGIBLE]
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ATTEST:
/s/ GAYLE C. JONES
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