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EXHIBIT 3.7
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
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 AMENDMENT
OF "WLUP-FM LICENSE CORP.", CHANGING ITS NAME FROM "WLUP-FM LICENSE CORP." TO
"KZPS/KDGE LICENSE CORP.", FILED IN THIS OFFICE ON THE TWENTIETH DAY OF OCTOBER,
A.D. 1997, AT 4:30 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8712924
[SEAL] DATE: 10-21-97
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
WLUP-FM LICENSE CORP.
Pursuant to Section 242 of the General Incorporation Law of the State of
Delaware, WLUP-FM License Corp. (the "Corporation"), a Delaware corporation,
hereby certifies that:
1. The Certificate of Incorporation of the Corporation is hereby amended
by deleting the present Article FIRST and inserting in lieu thereof a
new Article FIRST, as follows:
FIRST: The name of the Corporation (hereinafter sometimes referred to
as the "Corporation") is:
"KZPS/KDGE LICENSE CORP."
2. The Sole Director and Sole Shareholder of the Corporation, by written
consent, adopted, approved and ratified the foregoing Amendment.
IN WITNESS WHEREOF, the Corporation has caused the Certificate of Amendment
to be signed and executed in its corporate name by Omar Choucair, its Vice
President, on this 17 day of October, 1997.
WLUP-FM LICENSE CORP.,
a Delaware Corporation
By: /s/ OMAR CHOUCAIR
-------------------------------
Name: Omar Choucair
Title: Vice President
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
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 "WLUP-FM LICENSE CORP.", FILED IN THIS OFFICE ON THE NINTH DAY
OF OCTOBER, A.D. 1992, AT 4:30 O'CLOCK P.M.
/s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8705619
[SEAL] DATE: 10-16-97
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 10/09/1992
732283029 - 2312324
CERTIFICATE OF INCORPORATION
OF
WLUP-FM LICENSE CORP.
FIRST: The name of the corporation (hereinafter sometimes referred to as
the "Corporation") is:
WLUP-FM LICENSE CORP.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, New Castle County, Wilmington, Delaware
19801. The name of its registered agent at such address is The Corporation
Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The aggregate number of all classes of shares which the Corporation
shall have authority to issue is one thousand (1,000) shares of common stock
with a par value of $.01 per share.
No holder of shares of the Corporation of any class, now or hereafter
authorized, shall have any preferential or preemptive right to subscribe for,
purchase or receive any share of the Corporation of any class, now or hereafter
authorized, or any options or warrants for such shares, or any rights to
subscribe to or purchase such shares, or any securities convertible into or
exchangeable for such shares, which may at any time or from time to time be
issued, sold or offered for sale by the Corporation; provided, however, that in
connection with the issuance or sale of any such shares or securities, the Board
of Directors of the Corporation may, in its sole discretion, offer such shares
or securities, or any part thereof, for purchase or subscription by the holders
of shares of the Corporation, except as may otherwise be provided by this
Certificate of Incorporation as from time to time amended.
5
At all times, each holder of common stock of the Corporation shall be
entitled to one vote for each share of common stock held by such stockholder
standing in the name of such stockholder on the books of the Corporation.
FIFTH: The name and address of the Incorporator is as follows:
Sylvia L. Adams
LATHAM & WATKINS
1001 Pennsylvania Avenue, Suite 1300
Washington, D.C. 20004-2505
SIXTH: In furtherance and not in limitation of the power conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the Bylaws of the Corporation.
SEVENTH: No director of the Corporation shall be liable to the Corporation
or is stockholders for monetary damages for the 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 involved 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.
EIGHTH: Election of directors need not be by written ballot unless the
Bylaws of the Corporation shall to provide.
NINTH: The Corporation reserves the right to amend, alter, change or repeal
any provisions contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by the law of the State of Delaware. All rights
conferred upon stockholders herein are granted subject to this reservation.
2
6
I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, herein declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 9th day of October, 1992.
/s/ SYLVIA L. ADAMS
-------------------------------------
Sylvia L. Adams
Incorporator
3
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PAGE 1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY "WLUP-FM LICENSE CORP." IS DULY INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR
AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE SIXTH DAY OF OCTOBER, A.D. 1997.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO
DATE.
AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO
DATE.
/s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
[SEAL]
AUTHENTICATION: 8687311
DATE: 10-06-97
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, MICHAEL RATCHFORD, 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 "WLUP-FM LICENSE CORP." FILED IN THIS OFFICE ON THE NINTH DAY
OF OCTOBER, A.D. 1992, AT 4:30 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
* * * * * * * * * * * * *
/s/ MICHAEL RATCHFORD
--------------------------------------
Michael Ratchford, Secretary of State
AUTHENTICATION: *3652034
[SEAL] DATE: 11/06/1992
9
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 10/09/1992
732283029-2312324
CERTIFICATE OF INCORPORATION
OF
WLUP-FM LICENSE CORP.
FIRST: The name of the corporation (hereinafter sometimes referred to as
the "Corporation") is:
WLUP-FM LICENSE CORP.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, New Castle County, Wilmington, Delaware
19801. The name of its registered agent at such address is The Corporation
Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The aggregate number of all classes of shares which the Corporation
shall have authority to issue is one thousand (1,000) shares of common stock
with a par value of $.01 per share.
No holder of shares of the Corporation of any class, now or hereafter
authorized, shall have any preferential or preemptive right to subscribe for,
purchase or receive any share of the Corporation of any class, now or hereafter
authorized, or any options or warrants for such shares, or any rights to
subscribe to or purchase such shares, or any securities convertible into or
exchangeable for such shares, which may at any time or from time to time be
issued, sold or offered for sale by the Corporation; provided, however, that in
connection with the issuance or sale of any such shares or securities, the Board
of Directors of the Corporation may, in its sole discretion, offer such shares
or securities, or any part thereof, for purchase or subscription by the holders
of shares of the Corporation, except as may otherwise be provided by this
Certificate of Incorporation as from time to time amended.
10
At all times, each holder of common stock of the Corporation shall be
entitled to one vote for each share of common stock held by such stockholder
standing in the name of such stockholder on the books of the Corporation.
FIFTH: The name and address of the Incorporator is as follows:
Sylvia L. Adams
LATHAM & WATKINS
1001 Pennsylvania Avenue, Suite 1300
Washington, D.C. 20004-2505
SIXTH: In furtherance and not in limitation of the power conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the Bylaws of the Corporation.
SEVENTH: No director of the Corporation shall be liable to the Corporation
or its stockholders for monetary damages for the 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 involved 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.
EIGHTH: Election of directors need not be by written ballot unless the
Bylaws of the Corporation shall to provide.
NINTH: The Corporation reserves the right to amend, alter, change or repeal
any provisions contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by the law of the State of Delaware. All rights
conferred upon stockholders herein are granted subject to this reservation.
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11
I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, herein declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 9th day of October, 1992.
/s/ SYLVIA L. ADAMS
-------------------------------------
Sylvia L. Adams
Incorporator
3
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STATE OF DELAWARE
[STATE LOGO]
OFFICE OF SECRETARY OF STATE
--------------------------------
I, MICHAEL RATCHFORD, 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 "WLUP-FM LICENSE CORP." FILED IN THIS OFFICE ON THE NINTH DAY
OF OCTOBER, A.D. 1992, AT 4:30 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
* * * * * * * * * *
/s/ MICHAEL RATCHFORD
--------------------------------------
Michael Ratchford, Secretary of State
AUTHENTICATION: *3622075
[SEAL] DATE: 10/13/1992
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CERTIFICATE OF INCORPORATION
OF
WLUP-FM LICENSE CORP.
FIRST: The name of the corporation (hereinafter sometimes referred to as
the "Corporation") is:
WLUP-FM LICENSE CORP.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, New Castle County, Wilmington, Delaware
19801. The name of its registered agent at such address is The Corporation
Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The aggregate number of all classes of shares which the Corporation
shall have authority to issue is one thousand (1,000) shares of common stock
with a par value of $.01 per share.
No holder of shares of the Corporation of any class, now or hereafter
authorized, shall have any preferential or preemptive right to subscribe for,
purchase or receive any share of the Corporation of any class, now or hereafter
authorized, or any options or warrants for such shares, or any rights to
subscribe to or purchase such shares, or any securities convertible into or
exchangeable for such shares, which may at any time or from time to time be
issued, sold or offered for sale by the Corporation; provided, however, that in
connection with the issuance or sale of any such shares or securities, the Board
of Directors of the Corporation may, in its sole discretion, offer such shares
or securities, or any part thereof, for purchase or subscription by the holders
of shares of the Corporation, except as may otherwise be provided by this
Certificate of Incorporation as from time to time amended.
14
At all times, each holder of common stock of the Corporation shall be
entitled to one vote for each share of common stock held by such stockholder
standing in the name of such stockholder on the books of the Corporation.
FIFTH: The name and address of the Incorporator is as follows:
Sylvia L. Adams
LATHAM & WATKINS
1001 Pennsylvania Avenue, Suite 1300
Washington, D.C. 20004-2505
SIXTH: In furtherance and not in limitation of the power conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the Bylaws of the Corporation.
SEVENTH: No director of the Corporation shall be liable to the Corporation
or its stockholders for monetary damages for the 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 involved 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.
EIGHTH: Election of directors need not be by written ballot unless the
Bylaws of the Corporation shall to provide.
NINTH: The Corporation reserves the right to amend, alter, change or repeal
any provisions contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by the law of the State of Delaware. All rights
conferred upon stockholders herein are granted subject to this reservation.
2
15
I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, herein declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 9th day of October, 1992.
/s/ SYLVIA L. ADAMS
-------------------------------------
Sylvia L. Adams
Incorporator
3