1
EXHIBIT 3.9
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
AMENDMENT OF "CHANCELLOR MEDIA CORPORATION OF THE BAY AREA", CHANGING ITS NAME
FROM "CHANCELLOR MEDIA CORPORATION OF THE BAY AREA" TO "CHANCELLOR MEDIA
CORPORATION OF CALIFORNIA", 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.
/s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State
[SEAL]
AUTHENTICATION: 9116335
DATE: 06-03-98
2
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
CHANCELLOR MEDIA CORPORATION OF THE BAY AREA
Pursuant to Section 242 of the General Incorporation Law of the State
of Delaware, Chancellor Media Corporation of the Bay Area (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 CORPORATION OF CALIFORNIA"
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.
CHANCELLOR MEDIA CORPORATION
OF THE BAY AREA,
a Delaware Corporation
By: /s/ ANDREA HULCY
------------------------------------
Name: Andrea Hulcy
Title: Vice President
3
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 "CHANCELLOR MEDIA CORPORATION OF THE BAY AREA" 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 NINETEENTH DAY OF DECEMBER, A.D. 1997.
AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID
TO DATE.
/s/ EDWARD J. FREEL
---------------------------------------
[SEAL] Edward J. Freel, Secretary of State
AUTHENTICATION: 8825178
DATE: 12-19-97
4
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
RENEWAL OF "CHANCELLOR MEDIA CORPORATION OF THE BAY AREA" FILED IN THIS OFFICE
ON THE EIGHTEENTH DAY OF DECEMBER, A.D. 1997, AT 4:30 O'CLOCK P.M.
/s/ EDWARD J. FREEL
---------------------------------------
[SEAL] Edward J. Freel, Secretary of State
AUTHENTICATION: 8825065
DATE: 12-19-97
5
CERTIFICATE
FOR RENEWAL AND REVIVAL OF CERTIFICATE OF INCORPORATION
Chancellor Media Corporation of the Bay Area, a corporation organized under the
laws of Delaware, the Certificate of Incorporation of which was filed in the
office of the Secretary of State on the 9th day of November, 1994 and
thereafter forfeited pursuant to section 136(c) of the General Corporation
Law of Delaware, now desiring to procure a revival of its Certificate of
Incorporation, hereby certified as follows:
1. The name of the corporation is Chancellor Media Corporation of the Bay
Area.
2. Its registered office in the State of Delaware is located at
Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New
Castle and the name of its registered agent as such address is THE CORPORATION
TRUST COMPANY.
3. The date when revival of the Certificate of Incorporation of this
corporation is to commence is the 4TH day of November 1997, the same being
prior to the date the forfeiture of the Certificate of Incorporation. Revival
of the Certificate of Incorporation is to be perpetual.
4. This corporation was duly organized under the laws of Delaware and
carried on the business authorized by its Certificate of Incorporation until
the 5th day of November, 1997, at which time its Certificate of Incorporation
became forfeited pursuant to section 136(C) of the General Corporation Law of
Delaware and this Certificate for Renewal and Revival is filed by
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authority of the duly elected directors of the corporation in accordance with
the laws of Delaware.
IN WITNESS WHEREOF, said Chancellor Media Corporation of the Bay Area in
compliance with Section 312 of the General Corporation Law of Delaware has
caused this Certificate to be signed by Omar Choucair, its last and acting Vice
President, this 18th day of December, 1997.
CHANCELLOR MEDIA CORPORATION OF THE BAY AREA
BY: /s/ OMAR CHOUCAIR
----------------------------------------
Omar Choucair
Last and Acting Vice President
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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
AMENDMENT OF "EVERGREEN MEDIA CORPORATION OF THE BAY AREA", CHANGING ITS NAME
FROM "EVERGREEN MEDIA CORPORATION OF THE BAY AREA" TO "CHANCELLOR MEDIA
CORPORATION OF THE BAY AREA", FILED IN THIS OFFICE ON THE SEVENTEENTH 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
---------------------------------------
[SEAL] Edward J. Freel, Secretary of State
AUTHENTICATION: 8710061
DATE: 10-20-97
8
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF THE BAY AREA
Pursuant to Section 242 of the General Incorporation Law of the State
of Delaware, Evergreen Media Corporation of the Bay Area (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 CORPORATION OF THE BAY AREA"
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.
EVERGREEN MEDIA CORPORATION
OF THE BAY AREA,
a Delaware Corporation
By: /s/ OMAR CHOUCAIR
--------------------------
Name: Omar Choucair
Title: Vice President
9
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
OWNERSHIP, WHICH MERGES:
"EVERGREEN MEDIA CORPORATION OF THE BAY AREA", A FLORIDA CORPORATION,
WITH AND INTO "EVERGREEN MEDIA CORPORATION OF THE BAY AREA" UNDER THE NAME
OF "EVERGREEN MEDIA CORPORATION OF THE BAY AREA", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE THE THIRTY-FIRST DAY OF MARCH, 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.
/s/ EDWARD J. FREEL
-----------------------------------
[SEAL] Edward J. Freel, Secretary of State
AUTHENTICATION: 7458499
DATE: 03-31-95
10
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
EVERGREEN MEDIA CORPORATION OF THE BAY AREA, A FLORIDA CORPORATION
INTO
EVERGREEN MEDIA CORPORATION OF THE BAY AREA, A DELAWARE CORPORATION
* * * * * *
EVERGREEN MEDIA CORPORATION OF THE BAY AREA, a corporation organized and
existing under the laws of Florida (the "Parent", sometimes also referred to
herein as the "Corporation"), DOES HEREBY CERTIFY:
FIRST: That the Parent was incorporated on the 5th day of May, 1983,
pursuant to the General Corporation Laws of the State of Florida, the
provisions of which permit the merger of a corporation of another state and a
corporation organized and existing under the laws of said state.
SECOND: That the Parent owns all of the outstanding shares of stock of
EVERGREEN MEDIA CORPORATION OF THE BAY AREA, a corporation incorporated on the
9th day of November, 1994, pursuant to the General Corporation Laws of the
State of Delaware (the "Subsidiary", sometimes also referred to herein as
"EBA-DE").
THIRD: That the shareholders and directors of the Parent, by the following
resolutions of its shareholders and Board of Directors, duly adopted via
written consent on the 30th day of March, 1995, have decided to merge the
Parent into said Subsidiary:
"RESOLVED, THAT THE CORPORATION SHALL MERGE INTO ITS SUBSIDIARY,
EVERGREEN MEDIA CORPORATION OF THE BAY AREA, A DELAWARE CORPORATION
("EBA-DE").
FURTHER RESOLVED, THAT THE TERMS AND CONDITIONS OF SAID MERGER (THE
"MERGER") ARE AS FOLLOWS:
ON THE EFFECTIVE DATE OF THE MERGER, THE CORPORATION SHALL BE MERGED
WITH AND INTO EBA-DE PURSUANT TO THE GENERAL CORPORATION LAWS OF THE
STATES OF DELAWARE AND FLORIDA. UPON CONSUMMATION OF THE MERGER,
EBA-DE SHALL BE THE SURVIVING CORPORATION AND THE CORPORATION WILL
CEASE TO EXIST.
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THE EFFECTIVE DATE OF THE MERGER SHALL BE THE DATE UPON WHICH A
CERTIFICATE OF OWNERSHIP AND MERGER IS FILED WITH THE SECRETARY OF
THE STATE OF DELAWARE.
THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN THE SURVIVING
CORPORATION.
THE DIRECTORS AND OFFICERS OF EBA-DE, IMMEDIATELY FOLLOWING THE
EFFECTIVE DATE OF THE MERGER, SHALL BE THOSE INDIVIDUALS SERVING IN
SUCH RESPECTIVE CAPACITIES FOR THE CORPORATION IMMEDIATELY PRIOR TO
THE MERGER.
THE CERTIFICATE OF INCORPORATION AND BYLAWS OF EBA-DE, AS IN EFFECT
IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF THE MERGER, SHALL,
IMMEDIATELY FOLLOWING THE MERGER, BE THE CERTIFICATE OF INCORPORATION
AND BYLAWS OF THE SURVIVING CORPORATION.
EACH SHARE OF COMMON STOCK, $1.00 PAR VALUE, OF EBA-DE, OUTSTANDING
IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF THE MERGER, SHALL, BY
VIRTUE OF THE MERGER, BE CANCELLED. EACH SHARE OF COMMON STOCK, $1.00
PAR VALUE, OF THE CORPORATION, OUTSTANDING IMMEDIATELY PRIOR TO THE
EFFECTIVE DATE OF THE MERGER, SHALL, BY VIRTUE OF THE MERGER AND
WITHOUT ANY ACTION ON THE PART OF THE HOLDER THEREOF, BE CONVERTED
INTO ONE SHARE OF COMMON STOCK, $1.00 PAR VALUE, OF EBA-DE.
AT AND AFTER THE EFFECTIVE DATE, EBA-DE SHALL THEREUPON AND THEREAFTER
POSSESS ALL THE RIGHTS, PRIVILEGES, POWERS AND FRANCHISES OF THE
CORPORATION AND SHALL BECOME SUBJECT TO THE RESTRICTIONS, DISABILITIES
AND DUTIES OF THE CORPORATION; ALL AND SINGULAR, THE RIGHTS,
PRIVILEGES, POWERS AND FRANCHISES OF THE CORPORATION, AND ALL
PROPERTY, REAL, PERSONAL AND MIXED, AND ALL DEBTS DUE TO THE
CORPORATION, ON WHATEVER ACCOUNT, AND ALL OTHER THINGS IN ACTION OR
BELONGING TO THE CORPORATION, SHALL BE VESTED IN EBA-DE; ALL PROPERTY
RIGHTS, PRIVILEGES, POWERS AND FRANCHISES AND ALL AND EVERY OTHER
INTEREST SHALL BE THEREAFTER THE PROPERTY OF EBA-DE AS THEY WERE OF
THE CORPORATION; THE TITLE TO ANY REAL ESTATE VESTED BY DEED OR
OTHERWISE OR ANY OTHER INTEREST IN REAL ESTATE VESTED BY ANY
INSTRUMENT OR OTHERWISE IN THE CORPORATION, SHALL NOT REVERT OR BECOME
IN ANY WAY IMPAIRED BY REASON OF THE MERGER; ALL RIGHTS OF CREDITORS
AND ALL LIENS UPON ANY PROPERTY OF THE CORPORATION SHALL BE PRESERVED
2
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UNIMPAIRED AND ALL DEBTS, LIABILITIES AND DUTIES OF THE CORPORATION
SHALL THENCEFORTH ATTACH TO EBA-DE AND SHALL BE ENFORCEABLE AGAINST
EBA-DE TO THE SAME EXTENT AS IF SAID DEBTS, LIABILITIES AND DUTIES HAD
BEEN INCURRED OR CONTRACTED BY IT.
FURTHER RESOLVED, THAT THE OFFICERS OF THE CORPORATION BE AND EACH
HEREBY IS DIRECTED AND AUTHORIZED (i) TO MAKE AND EXECUTE A
CERTIFICATE OF OWNERSHIP AND MERGER AND ARTICLES OF MERGER, SETTING
FORTH THE SPECIFIC LANGUAGE OR THE INTENT OF THESE RESOLUTIONS, (ii)
TO CAUSE THE SAME TO BE FILED WITH THE SECRETARIES OF STATE OF
DELAWARE AND FLORIDA, AND (iii) TO DO ALL ACTS AND THINGS WHATSOEVER,
WHETHER WITHIN OR WITHOUT THE STATES OF DELAWARE AND FLORIDA, WHICH
MAY BE NECESSARY OR PROPER TO EFFECT THE MERGER."
FOURTH: That the proposed merger has been adopted, approved,
certified, executed and acknowledged by the Parent in accordance with the laws
of the State of Florida, under which the Parent was organized.
IN WITNESS WHEREOF, EVERGREEN MEDIA CORPORATION OF THE BAY AREA, a Florida
corporation, has caused this Certificate to be signed by Scott K. Ginsburg, its
president, this 30th day of March, 1995.
EVERGREEN MEDIA CORPORATION OF THE
BAY AREA, a Florida corporation
By: /s/ SCOTT K. GINSBURG
-------------------------------
Scott K. Ginsburg, President
3
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[SEAL OF STATE OF FLORIDA]
[FLORIDA DEPARTMENT OF STATE LETTERHEAD]
March 31, 1995
CT Corporation System
1311 Executive Center Drive
Suite 200
Tallahassee, FL 32301
The Articles of Merger were filed on March 31, 1995, for EVERGREEN MEDIA
CORPORATION OF THE BAY AREA, the surviving Delaware corporation not authorized
to transact business in Florida.
Should you have any further questions regarding this matter, please feel free
to call (904) 487-6050, the Amendment Filing Section.
Annette Hogan
Corporate Specialist
Division of Corporations Letter Number: 195A00014705
14
FILED
95 MAR 31 PM 12:07
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
ARTICLES OF MERGER
OF
EVERGREEN MEDIA CORPORATION OF THE BAY AREA, a Florida corporation
INTO
EVERGREEN MEDIA CORPORATION OF THE BAY AREA, a Delaware corporation
Pursuant to Section 607.1104 of the Florida Business Corporation Act,
the undersigned corporations adopt the following Articles of Merger:
FIRST: EVERGREEN MEDIA CORPORATION OF THE BAY AREA (the "Parent") is
a corporation organized under the laws of the State of Florida, owning at least
80 percent of the shares of EVERGREEN MEDIA CORPORATION OF THE BAY AREA, a
corporation organized under the laws of the State of Delaware (the
"Subsidiary").
SECOND: The following plan of merger was adopted by the shareholders
and the board of directors of the Parent:
ON THE EFFECTIVE DATE (DEFINED BELOW), THE PARENTS SHALL BE MERGED
WITH AND INTO THE SUBSIDIARY PURSUANT TO THE GENERAL CORPORATION LAWS
OF THE STATES OF DELAWARE AND FLORIDA (THE "MERGER"). UPON
CONSUMMATION OF THE MERGER, THE SUBSIDIARY SHALL BE THE SURVIVING
CORPORATION AND THE PARENT WILL CEASE TO EXIST.
THE EFFECTIVE DATE OF THE MERGER SHALL BE THE DATE UPON WHICH A
CERTIFICATE OF OWNERSHIP AND MERGER IS FILED WITH THE SECRETARY OF
STATE OF THE STATE OF DELAWARE.
THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN THE SURVIVING
CORPORATION.
THE DIRECTORS AND OFFICERS OF THE SUBSIDIARY, IMMEDIATELY FOLLOWING
THE EFFECTIVE DATE OF THE MERGER, SHALL BE THOSE INDIVIDUALS SERVING
IN SUCH RESPECTIVE CAPACITIES FOR THE PARENT IMMEDIATELY PRIOR TO THE
MERGER.
THE CERTIFICATE OF INCORPORATION AND BYLAWS OF THE SUBSIDIARY, AS IN
EFFECT IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF THE MERGER, SHALL,
IMMEDIATELY FOLLOWING THE MERGER, BE THE CERTIFICATE OF
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INCORPORATION AND BYLAWS OF THE SURVIVING CORPORATION.
EACH SHARE OF COMMON STOCK, $1.00 PAR VALUE, OF THE SUBSIDIARY,
OUTSTANDING IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF THE MERGER
SHALL, BY VIRTUE OF THE MERGER, BE CANCELLED. EACH SHARE OF COMMON
STOCK, $1.00 PAR VALUE, OF THE PARENT, OUTSTANDING IMMEDIATELY PRIOR
TO THE EFFECTIVE DATE OF THE MERGER, SHALL, BY VIRTUE OF THE MERGER
AND WITHOUT ANY ACTION ON THE PART OF THE HOLDER THEREOF, BE CONVERTED
INTO ONE SHARE OF COMMON STOCK, $1.00 PAR VALUE, OF THE SUBSIDIARY.
AT AND AFTER THE EFFECTIVE DATE, THE SUBSIDIARY SHALL THEREUPON AND
THEREAFTER POSSESS ALL THE RIGHTS, PRIVILEGES, POWERS AND FRANCHISES
OF THE PARENT AND SHALL BECOME SUBJECT TO THE RESTRICTIONS,
DISABILITIES AND DUTIES OF THE PARENTS; ALL AND SINGULAR, THE RIGHTS,
PRIVILEGES, POWERS AND FRANCHISES OF THE PARENT, AND ALL PROPERTY,
REAL, PERSONAL AND MIXED, AND ALL DEBTS DUE TO THE PARENT, ON WHATEVER
ACCOUNT, AND ALL OTHER THINGS IN ACTION OR BELONGING TO THE PARENT,
SHALL BE VESTED IN THE SUBSIDIARY; ALL PROPERTY RIGHTS, PRIVILEGES,
POWERS AND FRANCHISES AND ALL AND EVERY OTHER INTEREST SHALL BE
THEREAFTER THE PROPERTY OF THE SUBSIDIARY AS THEY WERE OF THE PARENT;
THE TITLE TO ANY REAL ESTATE VESTED BY DEED OR OTHERWISE OR ANY OTHER
INTEREST IN REAL ESTATE VESTED ANY INSTRUMENT OR OTHERWISE IN THE
PARENT, SHALL NOT REVERT OR BECOME IN ANY WAY IMPAIRED BY REASON OF
THE MERGER; ALL RIGHTS OF CREDITORS AND ALL LIENS UPON ANY PROPERTY OF
THE PARENT SHALL BE PRESERVED UNIMPAIRED AND ALL DEBTS, LIABILITIES
AND DUTIES OF THE PARENT SHALL THENCEFORTH ATTACH TO THE SUBSIDIARY
AND SHALL BE ENFORCEABLE AGAINST IT TO THE SAME EXTENT AS IF SAID
DEBTS, LIABILITIES AND DUTIES HAD BEEN INCURRED OR CONTRACTED BY IT.
THE OFFICERS OF THE PARENT SHALL (i) MAKE AND EXECUTE A CERTIFICATE
OF OWNERSHIP AND MERGER AND ARTICLES OF MERGER, SETTING FORTH THE
SPECIFIC LANGUAGE OR THE INTENT OF THE PLAN OF MERGER (ii) CAUSE THE
SAME TO BE FILED WITH THE SECRETARIES OF STATE OF DELAWARE AND
FLORIDA, AND (iii) DO ALL ACTS AND THINGS WHATSOEVER, WHETHER WITHIN
OR WITHOUT THE STATES OF DELAWARE AND FLORIDA, WHICH MAY BE NECESSARY
OR PROPER TO EFFECT THE MERGER.
2
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THIRD: The pro rata issuance of shares of the Subsidiary to the
holders of the shares of the Parent upon surrender of any certificates therefor
is provided for as follows: Each share of stock of the Parent, outstanding
immediately prior to the effective date of the merger, shall be converted into
one share of stock of the Subsidiary.
FOURTH: The Parent is the sole shareholder of the Subsidiary.
FIFTH: The shareholders and directors of the Parent and the
Subsidiary have unanimously agreed to the foregoing plan of merger by written
consents dated as of March 30, 1995.
Signed this 30th day of March, 1995.
EVERGREEN MEDIA CORPORATION OF
THE BAY AREA, a Delaware corporation
By: /s/ SCOTT K. GINSBURG
-------------------------------------
Scott K. Ginsburg, President
EVERGREEN MEDIA CORPORATION OF
THE BAY AREA, a Florida corporation
By: /s/ SCOTT K. GINSBURG
-------------------------------------
Scott K. Ginsburg, President
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 THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "EVGM MERGER SUB ONE, INC.", CHANGING ITS NAME FROM "EVGM MERGER
SUB ONE, INC." TO "EVERGREEN MEDIA CORPORATION OF THE BAY AREA", FILED IN THIS
OFFICE ON THE FOURTEENTH DAY OF NOVEMBER, A.D. 1994, AT 10 O'CLOCK A.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: 7299961
DATE: 11-14-94
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CERTIFICATE OF AMENDMENT OF CERTIFICATE
OF INCORPORATION BEFORE PAYMENT OF
ANY PART OF THE CAPITAL
OF
EVGM MERGER SUB ONE, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the
"Corporation") is:
EVGM Merger Sub One, Inc.
2. The corporation has not received any payment for any of its
stock.
3. The certificate of incorporation of the corporation is hereby
amended by striking out Article FIRST thereof and by substituting in lieu of
said Article the following new Article:
"FIRST: The name of the corporation (hereinafter
sometimes referred to as the "Corporation") is:
Evergreen Media Corporation of the Bay Area"
4. The amendment of the certificate of incorporation of the
corporation herein certified was duly adopted, pursuant to the provisions of
Section 241 of the General Corporation Law of the State of Delaware, by the
sole incorporator, no directors having been named in the certificate of
incorporation and no directors having been elected.
Signed on: November 11, 1994
/s/ SYLVIA L. ADAMS
---------------------------------------
Sylvia L. Adams, Sole Incorporator
19
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
INCORPORATION OF "EVGM MERGER SUB ONE, INC.", FILED IN THIS OFFICE ON THE NINTH
DAY OF NOVEMBER, A.D. 1994, 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.
[SEAL] /s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 7295100
DATE: 11-09-94
20
CERTIFICATE OF INCORPORATION
OF
EVGM MERGER SUB ONE, INC.
FIRST: The name of the corporation (hereinafter sometimes referred
to as the "Corporation") is:
EVGM MERGER SUB ONE, INC.
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 five thousand (5,000) shares of
common stock with a par value of $1.00 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.
21
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
22
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 8th day of November, 1994.
/s/ SYLVIA L. ADAMS
-----------------------------------
Sylvia L. Adams
Incorporator
3