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EXHIBIT 3.106
State of Delaware PAGE 1
Office of the Secretary of State
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "KATZ MILLENNIUM MARKETING INC.", FILED IN THIS OFFICE ON THE
ELEVENTH DAY OF JUNE, A.D. 1996, AT 9 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
[DELAWARE SECRETARY'S OFFICE SEAL] /s/ Edward J. Freel
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Edward J. Freel, Secretary of State
2632759 8100 AUTHENTICATION: 7999379
960169530 DATE: 06-24-96
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CERTIFICATE OF INCORPORATION
OF
KATZ MILLENNIUM MARKETING INC.
THE UNDERSIGNED, in order to form a corporation for the purposes herein
stated, under and pursuant to the provisions of the General Corporation Law of
the State of Delaware, does hereby certify as follows:
FIRST: The name of the corporation is Katz Millennium Marketing Inc.
(hereinafter called the "Corporation").
SECOND: The registered office of the Corporation is to be located at 1013
Centre Road, in the City of Wilmington, in the County of New Castle, in the
State of Delaware. The name of its registered agent at that address is The
Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity, without limitation, for which a corporation may be organized under
the General Corporation Law of the State of Delaware.
FOURTH: The aggregate number of shares of all classes of stock which the
Corporation is authorized to issue is One Thousand (1,000) shares, designated
Common Stock, of the par value of One Dollar ($1.00) per share.
FIFTH: The name and mailing address of the incorporator is:
NAME ADDRESS
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Susan E. Todd c/o Battle Fowler LLP
75 East 55th Street
New York, New York 10022
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SIXTH: The election of directors need not be by written ballot unless the
By-laws so provide.
SEVENTH: The Board of Directors of the Corporation is authorized and
empowered from time to time in its discretion to make, alter, amend or repeal
By-laws of the Corporation, except as such power may be restricted or limited
by the General Corporation Law of the State of Delaware.
EIGHTH: 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 of 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 or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 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 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 stock-
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holders or class of stockholders, of this Corporation, as the case may be, and
also on this Corporation.
NINTH: No director of the Corporation shall be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its 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 General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit.
TENTH: The Corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all expenses, liabilities, or other matters referred to in or
covered by said section, and the indemnification provided for herein shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any By-law, 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 person.
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IN WITNESS WHEREOF, I have hereunto set my hand the 11th day of June, 1996.
/s/ Susan E. Todd
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Susan E. Todd, Sole Incorporator
75 East 55th Street
New York, New York 10022
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