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EXHIBIT 3.11
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
AMENDMENT OF "WAPE LICENSE CORP.", CHANGING ITS NAME FROM "WAPE LICENSE CORP."
TO "KIOI LICENSE CORP.", FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF APRIL,
A.D. 1994, 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/ WILLIAM T. QUILLEN
--------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 7097815
[SEAL] DATE: 04-22-94
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
WAPE LICENSE CORP.
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, WAPE 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:
"KIOI License Corp."
2. The Board of Directors 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 Scott K. Ginsburg, its
President, and attested by Matthew E. Devine, its assistant secretary, on this
21st day of April, 1994.
ATTEST: WAPE LICENSE CORP.,
a Delaware Corporation
/s/ MATTHEW E. DEVINE By: /s/ SCOTT K. GINSBURG
---------------------- ----------------------
Matthew E. Devine Name: Scott K. Ginsburg
Assistant Secretary President
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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 "WAPE 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 AND RECORDER OF DEEDS FOR RECORDING.
* * * * * * * * * * * * *
/s/ MICHAEL RATCHFORD
---------------------------------------
Michael Ratchford, Secretary of State
AUTHENTICATION 3646698
[SEAL] DATE: 11/03/1993
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CERTIFICATE OF INCORPORATION
OF
WAPE LICENSE CORP.
FIRST: The name of the corporation (hereinafter sometimes referred to a the
corporation) is:
WAPE 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 a 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 he
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 I
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 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 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 or
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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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
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Sylvia L. Adams
Incorporator
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STATE OF DELAWARE
[SEAL]
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 "WAPE 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 AND RECORDER OF DEEDS FOR RECORDING.
* * * * * * * * * * * * *
/s/ MICHAEL RATCHFORD
---------------------------------------
Michael Ratchford, Secretary of State
AUTHENTICATION 3646698
[SEAL] DATE: 11/03/1993
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CERTIFICATE OF INCORPORATION
OF
WAPE LICENSE CORP.
FIRST: The name of the corporation (hereinafter sometimes
referred to a the corporation) is:
WAPE 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 a
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
he 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 I
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 am 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 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 or
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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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 ad and deed and do facts herein stated
are true, and accordingly have hereunto set my hand this 9th day of
October, 1992.
/s/ SYLVIA L. ADAMS
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Sylvia L. Adams
Incorporator
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