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EXHIBIT 3.60
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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:
"KKBT LICENSE CORP.", A DELAWARE CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA LICENSEE COMPANY" UNDER THE
NAME OF "CHANCELLOR MEDIA LICENSEE COMPANY", 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] /s/ Edward J. Freel
------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9188212
DATE: 07-10-98
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CERTIFICATE OF MERGER
OF
KKBT LICENSE CORP.
INTO
CHANCELLOR MEDIA LICENSEE COMPANY
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
---- ----------------------
KKBT License Corp. Delaware
Chancellor Media Licensee Company 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
Licensee Company.
FOURTH: The Certificate of Incorporation of Chancellor Media Licensee
Company 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 LICENSEE COMPANY
By: /s/ Andrea Hulcy
--------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
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CERTIFICATE OF MERGER
OF
KKBT LICENSE CORP.
INTO
CHANCELLOR MEDIA LICENSEE COMPANY
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
---- ----------------------
KKBT License Corp. Delaware
Chancellor Media Licensee Company 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
Licensee Company.
FOURTH: The Certificate of Incorporation of Chancellor Media Licensee
Company 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:_____________, 1998
CHANCELLOR MEDIA LICENSEE COMPANY
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
AGREEMENT OF MERGER, WHICH MERGES:
"CHANCELLOR COMMUNICATIONS OF SACRAMENTO LICENSEE, INC.", A DELAWARE
CORPORATION,
WITH AND INTO "CHANCELLOR BROADCASTING LICENSEE COMPANY" UNDER THE NAME OF
"CHANCELLOR BROADCASTING LICENSEE COMPANY", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE THE FIFTH DAY OF DECEMBER, A.D. 1995, AT 11:31 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ Edward J. Freel
[SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 7735508
DATE: 12-05-95
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AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated November 16, 1995,
by and between Chancellor Communications of Sacramento Licensee, Inc., a
Delaware corporation ("Sacramento Licensee"), and Chancellor Broadcasting
Licensee Company, a Delaware corporation ("Broadcasting Licensee"). Sacramento
Licensee and Broadcasting Licensee are sometimes herein collectively referred to
as the "Constituent Corporations."
RECITALS:
WHEREAS, the Constituent Corporations desire to consolidate by means of a
merger (the "Merger") of Sacramento Licensee with and into Broadcasting
Licensee, with Broadcasting Licensee as the surviving corporation in such
Merger, all in accordance with the provisions of this Agreement; and
WHEREAS, the respective Boards of Directors and stockholders of Sacramento
Licensee and Broadcasting Licensee have approved this Agreement and the Merger.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
ARTICLE I
THE MERGER
SECTION 1.1. The Merger. Upon the terms and subject to the conditions
hereof, and in accordance with the provisions of the General Corporation Law of
the State of Delaware, as amended (the "DGCL"), Sacramento Licensee shall be
merged with and into Broadcasting Licensee as of the Effective Time (as
hereinafter defined). Following the Merger, the separate existence of
Sacramento Licensee shall cease, and Broadcasting Licensee shall continue as
the surviving corporation in the Merger (the "Surviving Corporation").
SECTION 1.2. Effect of the Merger. The Merger shall have the affects set
forth in Section 259 of the DGCL. Without limiting the generality of the
foregoing, and subject thereto, at the Effective Time, except as otherwise
provided herein, all the property, rights, privileges, powers and franchises
of the Constituent Corporations shall vest in the Surviving Corporation, and
all debts, liabilities and duties of the Constituent Corporations shall become
the debts, liabilities and duties of the Surviving Corporation.
SECTION 1.3. Certificate of Incorporation of the Surviving Corporation. At
the Effective Time and without any further action on the part of the
Constituent Corporations, the Certificate of Incorporation of Broadcasting
Licensee shall be the Certificate of Incorporation of the Surviving Corporation.
SECTION 1.4. Bylaws of the Surviving Corporation. At the Effective Time and
without any further action on the part of the Constituent Corporations, the
Bylaws of Broadcasting Licensee shall be the Bylaws of the Surviving
Corporation.
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SECTION 1.5. Board of Directors and Officers of the Surviving Corporation.
At the Effective Time, the Board of Directors of Broadcasting Licensee shall be
the Board of Directors of the Surviving Corporation.
SECTION 1.6. Effective Time of the Merger. The Constituent Corporations
will cause a copy of this Agreement and such other documents as are required by
the DGCL to be duly filed with the Secretary of State of the State of Delaware
on the date of the issuance of a final order from the Federal Communications
Commission approving the transactions contemplated by the Merger or as soon
thereafter as practicable. The Merger shall become effective upon the filing of
such certificate of merger and such other documents as are required to be filed
by the DGCL (the time of such filing being the "Effective Time").
ARTICLE II
CONVERSION OF SHARES
SECTION 2.1. Conversion of Capital Stock. As of the Effective Time, by
virtue of the Merger and without any action on the part of the holders of the
capital stock of the Constituent Corporations:
(a) Broadcasting Licensee Capital Stock. The issued and outstanding
shares of common stock, par value $.01 per share, of Broadcasting Licensee, all
of which are held by Chancellor Broadcasting Company, shall remain outstanding
following the Merger.
(b) Cancellation of Sacramento Licensee Capital Stock. All shares of
common stock, par value $.01 per share, of Sacramento Licensee that are issued
and outstanding shall be cancelled and no consideration shall be delivered in
exchange therefor.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3.1. Amendment and Modification. This Agreement may be terminated,
amended, modified or supplemented by a written instrument signed by the parties
hereto and, as applicable, approved by action taken by their respective Boards
of Directors, at any time, but no amendment, modification or supplement shall be
made which by law requires further approval by the stockholders of the
Constituent Corporations without such further approval.
SECTION 3.2. Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal, or unenforceable, the validity, legality, and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
SECTION 3.3. Parties in Interest. This Agreement shall be binding upon and
inure only to the benefit of each party hereto, and, nothing in this Agreement,
express or implied, is intended to confer upon any other person any rights or
remedies of any nature whatsoever under or by reason of this Agreement.
SECTION 3.4. Governing Law. This Agreement shall be construed in accordance
with, and governed by, the internal laws of the State of Delaware applicable to
contracts made and to be performed wholly within
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such state, and the parties hereto submit to the jurisdiction of the courts of
the State of Delaware in any action or proceeding arising out of or relating to
this Agreement.
SECTION 3.5 Counterparts. This Agreement may be executed in one or
more separate counterparts, each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute one and the
same agreement.
SECTION 3.6 Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
SECTION 3.7 Entire Agreement. This Agreement is intended by the
parties to be a final expression of their agreement and a complete and
exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein. There are no restrictions,
promises, warranties, or undertakings in respect of the subject matter
contained herein, other than those set forth or referred to herein.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed on its behalf by its duly authorized officers, all as of
the day and year first above written.
CHANCELLOR COMMUNICATIONS OF
SACRAMENTO LICENSEE, INC.
By: /s/ Steven Dinetz
------------------------
Name: Steven Dinetz
----------------------
Title: President & Secretary
---------------------
CHANCELLOR BROADCASTING LICENSEE
COMPANY
By: /s/ Steven Dinetz
------------------------
Name: Steven Dinetz
----------------------
Title: President & Secretary
---------------------
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CERTIFICATE OF THE SECRETARY
OF
CHANCELLOR COMMUNICATIONS OF SACRAMENTO LICENSEE, INC.
I, Steven Dinetz, the Secretary of Chancellor Communications of
Sacramento Licensee, Inc., hereby certify that the Agreement and Plan of Merger
to which this certificate is attached, after having been first duly signed on
behalf of the corporation by the President, was duly approved and adopted by
the Written Consent of The Sole Stockholder of Chancellor Communications of
Sacramento Licensee, Inc. dated as of August 31, 1995.
WITNESS my hand this 16th day of November, 1995.
/s/ STEVEN DINETZ
-----------------
Steven Dinetz,
Secretary
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CERTIFICATE OF THE SECRETARY
OF
CHANCELLOR BROADCASTING LICENSEE COMPANY
I, Steven Dinetz, the Secretary of Chancellor Broadcasting Licensee
Company, hereby certify that the Agreement and Plan of Merger to which this
certificate is attached, after having been first duly signed on behalf of the
corporation by the President, was duly approved and adopted by the Written
Consent of The Sole Stockholder of Chancellor Broadcasting Licensee Company
dated as of August 31, 1995.
WITNESS my hand this 16th day of November, 1995.
/s/ STEVEN DINETZ
-----------------
Steven Dinetz,
Secretary
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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 AMENDMENT
OF "CHANCELLOR BROADCASTING LICENSEE COMPANY", CHANGING ITS NAME FROM
"CHANCELLOR BROADCASTING LICENSEE COMPANY" TO "CHANCELLOR MEDIA LICENSEE
COMPANY", 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.
[SEAL] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8712950
DATE: 10-21-97
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
CHANCELLOR BROADCASTING LICENSEE COMPANY
Pursuant to Section 242 of the General Incorporation Law of the State of
Delaware, Chancellor Broadcasting Licensee Company ("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 LICENSEE COMPANY"
2. The Board of Directors and Shareholders 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 17th day of October, 1997.
CHANCELLOR BROADCASTING LICENSEE
COMPANY, 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, WILLIAM T. QUILLEN, 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 "CHANCELLOR BROADCASTING LICENSEE COMPANY", FILED IN THIS
OFFICE ON THE THIRTEENTH DAY OF JUNE, A.D. 1994, AT 1:30 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ William T. Quillen
[SEAL] -----------------------------------------
William T. Quillen, Secretary of State
2409237 8100 AUTHENTICATION: 7147581
944106348 DATE: 06-13-94
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CERTIFICATE OF INCORPORATION
OF
CHANCELLOR BROADCASTING LICENSEE COMPANY
I, the undersigned natural person acting as an incorporator of a
corporation (hereinafter called the "Corporation") under the General
Corporation Law of the State of Delaware, do hereby adopt the following
Certificate of Incorporation for the Corporation:
FIRST: The name of the Corporation is Chancellor Broadcasting licensee
Company.
SECOND: The registered office of the Corporation in the State of Delaware
is located at Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of the registered agent of the
Corporation at such address is The Corporation Trust Company.
THIRD: The purpose for which the Corporation is organized is to engage in
any and all lawful acts and activity for which corporations may be organized
under the General Corporation Law of Delaware. The Corporation will have
perpetual existence.
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 1,000 shares, par value $.01 per share, designated
Common Stock.
FIFTH: The name of the incorporator of the Corporation is R. Jay Tabor,
and the mailing address of such incorporator is 100 Crescent Court, Suite 1300,
Dallas, Texas 75201.
SIXTH: The number of directors constituting the initial board of directors
is one, and the name and mailing address of the person who is to serve as a
director until the first annual meeting of stockholders or until his successor
is elected and qualified is as follows:
Steven Dinetz 9030 Woodhurst Drive
Dallas, Texas 75243
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SEVENTH: Directors of the Corporation need not be elected by written
ballot unless the by-laws of the Corporation otherwise provide.
EIGHTH: The directors of the Corporation shall have the power to adopt,
amend, and repeal the by-laws of the Corporation.
NINTH: No contract or transaction between the Corporation and one or more
of its directors, officers or stockholders or between the Corporation and any
person (as used herein "person" means other corporation, partnership,
association, firm, trust, joint venture, political subdivision, or
instrumentality) or other organization in which one or more of its directors,
officers, or stockholders are directors, officers, or stockholders, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee which authorizes the contract or transaction, or solely
because his, her, or their votes are counted for such purpose, if: (i) the
material facts as to his or her relationship or interest and as to the contract
or transaction are disclosed or are known to the board of directors or the
committee, and the board of directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to his or her relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (iii) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved, or ratified by the board of directors, a committee thereof, or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.
TENTH: The Corporation shall indemnify any person who was, is, or is
threatened to be made a party to a proceeding (as hereinafter defined) by
reason of the fact that he or
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she (i) is or was a director or officer of the Corporation or (ii) while a
director or officer of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent, or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise, to the fullest extent permitted under the
Delaware General Corporation Law, as the same exists or may hereafter be
amended. Such right shall be a contract right and as such shall run to the
benefit of any director or officer who is elected and accepts the position of
director or officer of the Corporation or elects to continue to serve as a
director or officer of the Corporation while this Article is in effect. Any
repeal or amendment of this Article Tenth shall be prospective only and shall
not limit the rights of any such director or officer or the obligations of the
Corporation with respect to any claim arising from or related to the services of
such director or officer in any of the foregoing capacities prior to any such
repeal or amendment to this Article Tenth. Such right shall include the right to
be paid by the Corporation expenses incurred in defending any such proceeding in
advance of its final disposition to the maximum extent permitted under the
Delaware General Corporation Law, as the same exists or may hereafter be
amended. If a claim for indemnification or advancement of expenses hereunder is
not paid in full by the Corporation within sixty (60) days after a written claim
has been received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim,
and if successful in whole or in part, the claimant shall also be entitled to be
paid the expenses of prosecuting such claim. It shall be a defense to any such
action that such indemnification or advancement of costs of defense are not
permitted under the Delaware General Corporation Law, but the burden of proving
such defense shall be on the Corporation. Neither the failure of the Corporation
(including its board of directors or any committee thereof, independent legal
counsel, or stockholders) to have made its determination prior to the
commencement of such action that indemnification of, or advancement of costs of
defense to, the claimant is permissible in the circumstances nor an actual
determination by the Corporation (including its board of directors or any
committee thereof, independent legal counsel, or stockholders) that such
indemnification or advancement is not permissible shall be a defense to the
action or create a presumption that such indemnification or advancement is not
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permissible. In the event of the death of any person having a right of
indemnification under the foregoing provisions, such right shall inure to the
benefit of his or her heirs, executors, administrators, and personal
representatives. The rights conferred above shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute, by-law,
resolution of stockholders or directors, agreement, or otherwise.
The Corporation may additionally indemnify any employee or agent of the
Corporation to the fullest extent permitted by law.
As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding.
ELEVENTH: A director of the Corporation shall not be personally 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 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. Any repeal or amendment of this Article Eleventh by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation arising from an act or omission occurring prior to the time of such
repeal or amendment. In addition to the circumstances in which a director of the
Corporation is not personally liable as set forth in the foregoing provisions of
this Article Eleventh, a director shall not be liable to the Corporation or its
stockholders to such further extent as permitted by any law hereafter enacted,
including without limitation any subsequent amendment to the Delaware General
Corporation Law.
TWELFTH: The Corporation expressly elects not to be governed by Section
203 of the General Corporation Law of Delaware.
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I, the undersigned, for the purpose of forming the Corporation under the
laws of the State of Delaware, do make, file, and record this Certificate of
Incorporation and do certify that this is my act and deed and that the facts
stated herein are true and, accordingly, I do hereunto set my hand on this
13th day of June, 1994.
/s/ R. Jay Tabor
--------------------------------------
R. Jay Tabor
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