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Exhibit 3.58
CERTIFICATE OF MERGER
OF
WMZQ LICENSE CORP.
INTO
CHANCELLOR MEDIA D.C. LICENSE CORP.
The undersigned corporation, organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST. That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
WMZQ License Corp. Delaware
Chancellor Media D.C. License Corp. Delaware
SECOND: That a Plan and Agreement of Merger among the parties to the
merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with the requirements of Section
251 of the General Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation is Chancellor Media
D.C. License Corp.
FOURTH: The Certificate of Incorporation of Chancellor Media D.C.
License Corp. shall be the Certificate of Incorporation of the surviving
corporation, to remain unchanged until amended in accordance with the provisions
thereof and of applicable law.
FIFTH: That the executed Plan and Agreement of Merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is 433 E. Las Colinas
Blvd., Suite 1130, Irving, Texas 75039.
SIXTH: That a copy of the Plan and Agreement of Merger will be
furnished by the surviving corporation on request and without cost to any
stockholder of any constituent corporation.
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Dated: July 8, 1998
CHANCELLOR MEDIA D.C. LICENSE CORP.
By: /s/ Andrea Hulcy
--------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
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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 THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER, WHICH MERGES:
"WMZQ LICENSE CORP.", A DELAWARE CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA D.C. LICENSE CORP." UNDER THE NAME OF
"CHANCELLOR MEDIA D.C. LICENSE CORP.", A CORPORATION ORGANIZED AND EXISTING
UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE
THE EIGHTH DAY OF JULY, A.D. 1998, AT 4:30 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL OF THE STATE OF DELAWARE]
/s/ Edward J. Freel
-----------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9188200
DATE: 07-10-98
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CERTIFICATE OF MERGER
OF
WMZQ LICENSE CORP.
INTO
CHANCELLOR MEDIA D.C. LICENSE CORP.
The undersigned corporation, organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
WMZQ License Corp. Delaware
Chancellor Media D.C. License Corp. Delaware
SECOND: That a Plan and Agreement of Merger among the parties to the
merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with the requirements of Section
251 of the General Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation is Chancellor Media
D.C. License Corp.
FOURTH: The Certificate of Incorporation of Chancellor Media D.C.
License Corp. shall be the Certificate of Incorporation of the surviving
corporation, to remain unchanged until amended in accordance with the provisions
thereof and of applicable law.
FIFTH: That the executed Plan and Agreement of Merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is 433 E. Las Colinas
Blvd., Suite 1130, Irving, Texas 75039.
SIXTH: That a copy of the Plan and Agreement of Merger will be
furnished by the surviving corporation on request and without cost to any
stockholder of any constituent corporation.
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Dated: July 8, 1998
CHANCELLOR MEDIA D.C. LICENSE CORP.
BY: /s/ Andrea Hulcy
--------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
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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
MERGER, WHICH MERGES:
"WWRC LICENSE CORP.", A DELAWARE CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA D.C. LICENSE CORP." UNDER THE NAME OF
"CHANCELLOR MEDIA D.C. LICENSE CORP.", A CORPORATION ORGANIZED AND EXISTING
UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE
THE EIGHTH DAY OF JULY, A.D. 1998, AT 4 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL OF THE STATE OF DELAWARE]
/s/ Edward J. Freel
-----------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9188199
DATE: 07-10-98
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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
AMENDMENT OF "WGAY LICENSE CORP.", CHANGING ITS NAME FROM "WGAY LICENSE CORP."
TO "CHANCELLOR MEDIA D.C. LICENSE CORP.", FILED IN THIS OFFICE ON THE THIRD DAY
OF JUNE, A.D. 1998, AT 9 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL OF THE STATE OF DELAWARE]
/s/ Edward J. Freel
-----------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9116323
DATE: 06-03-98
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
WGAY LICENSE CORP.
Pursuant to Section 242 of the General Incorporation Law of the State
of Delaware, WGAY 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:
"CHANCELLOR MEDIA D.C. LICENSE CORP."
2. The Directors 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 Andrea Hulcy, its
Vice President, on this 3rd day of June, 1998.
WGAY LICENSE CORP.,
a Delaware Corporation
By: /s/ Andrea Hulcy
--------------------------------------
Name: Andrea Hulcy
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
AMENDMENT OF "WKLB LICENSE CORP.", CHANGING ITS NAME FROM "WKLB LICENSE CORP."
TO "WGAY LICENSE CORP.", FILED IN THIS OFFICE ON THE SEVENTH DAY OF NOVEMBER,
A.D. 1996, 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.
[DELAWARE SECRETARY'S OFFICE SEAL] /s/ Edward J. Freel
-----------------------------------
2554731 8100 Edward J. Freel, Secretary of State
960325867 AUTHENTICATION: 8186397
DATE: 11-12-96
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
WKLB LICENSE CORP.
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, WKLB 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:
"WGAY LICENSE CORP."
2. The Board of Directors and Stockholders of the Corporation, by written
consent, adopted, approved and ratified the foregoing Amendment.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed and executed in its corporate name by Omar Choucair, its
vice president, on this 7th day of November, 1996.
WKLB LICENSE CORP.,
a Delaware corporation
By: /s/ Omar Choucair
-----------------------
Omar Choucair
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 AMENDMENT
OF "WKLB LICENSE CORP.,", CHANGING ITS NAME FROM "WKLB LICENSE CORP." TO "WGAY
LICENSE CORP.", FILED IN THIS OFFICE ON THE SEVENTH DAY OF NOVEMBER, A.D. 1996,
AT 4:30 O'CLOCK P.M.
[DELAWARE SECRETARY'S OFFICE SEAL] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8204052
DATE: 11-21-96
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
WKLB LICENSE CORP.
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, WKLB 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:
"WGAY LICENSE CORP."
2. The Board of Directors and Stockholders of the Corporation, by written
consent, adopted, approved and ratified the foregoing Amendment.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed and executed in its corporate name by Omar Choucair, its
vice president, on this 7th day of November, 1996.
WKLB LICENSE CORP.,
a Delaware corporation
By: /s/ Omar Choucair
-----------------------
Omar Choucair
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 "WKLB LICENSE CORP.", FILED IN THIS OFFICE ON THE TWENTY-FOURTH
DAY OF OCTOBER, A.D. 1995, AT 9 O'CLOCK A.M.
[DELAWARE SECRETARY'S OFFICE SEAL] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8204051
DATE: 11-21-96
2554731 8100
960340841
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CERTIFICATE OF INCORPORATION
OF
WKLB LICENSE CORP.
FIRST: The name of the corporation (hereinafter sometimes referred to as
the "Corporation") is:
WKLB 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.
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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 powers 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 so 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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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 23rd day of October, 1995.
/s/ Sylvia L. Adams
----------------------------
Sylvia L. Adams
Incorporator
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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 "WKLB LICENSE CORP.", FILED IN THIS OFFICE THE TWENTY-FOURTH
DAY OF OCTOBER, A.D. 1995, 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
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 7686811
DATE: 10-25-95
2554731 8100
950244679
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CERTIFICATE OF INCORPORATION
OF
WKLB LICENSE CORP.
FIRST: The name of the corporation (hereinafter sometimes referred to as
the "Corporation") is:
WKLB 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.
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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 powers
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 so 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
20
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 23rd day of October, 1995.
/s/ Sylvia L. Adams
_____________________
Sylvia L. Adams
Incorporator
3