EXHIBIT 3.41
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
STV ACQUISITION COMPANY
FEBRUARY 25, 1997
The undersigned being the Vice President of STV Acquisition Company, a
Delaware corporation (the "Corporation"), hereby certifies the following:
1. (a) The name of the Corporation is STV Acquisition
Company.
(b) The date of filing of the original Certificate of
Incorporation of the Corporation (the "Certificate of Incorporation") was
November 1, 1996.
2. This Amended and Restated Certificate of Incorporation amends
and restates the Certificate of Incorporation by (i) amending the name of the
corporation, (ii) increasing the total number of shares of capital stock that
the Corporation shall have authority to issue and (iii) ensuring that control
and management of the Corporation remains with citizens of the United States or
corporations formed under the laws of the United States or any of the states of
the United States, as required by the Communications Act of 1934 as the same may
be amended from time to time.
3. The Corporation does hereby certify that the Corporation has
not received payment for any of its stock and that this Amended and Restated
Certificate of Incorporation has been duly adopted by the written consent of the
board of directors of the Corporation (the "Board of Directors") in accordance
with the provisions of Sections 241 and 245 of the General Corporation Law of
the State of Delaware ("DGCL").
4. The Certificate of Incorporation, as amended and restated
hereby, shall upon its filing with the Secretary of State of the State of
Delaware, read in its entirety as follows:
FIRST: The name of the Corporation is STC Broadcasting, Inc.
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 DGCL. The Corporation will have perpetual existence.
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 1,001,000 shares of capital stock, classified as (i)
1,000,000 shares of preferred stock, par value $.01 per share ("Preferred
Stock"), and (ii) 1,000 shares of common stock, par value $.01 per share
("Common Stock").
The designations and the powers, preferences, rights,
qualifications, limitations, and restrictions of the Preferred Stock and Common
Stock are as follows:
1. Provisions Relating to the Preferred Stock.
(a) The Preferred Stock may be issued from time to time
in one or more classes or series, the shares of each class or series to have
such designations and powers, preferences, and rights, and qualifications,
limitations, and restrictions thereof, as are stated and expressed herein and in
the resolution or resolutions providing for the issue of such class or series
adopted by the Board of Directors as hereafter prescribed.
(b) Authority is hereby expressly granted to and vested
in the Board of Directors to authorize the issuance of the Preferred Stock from
time to time in one or more classes or series, and with respect to each class or
series of the Preferred Stock, to fix and state by the resolution or resolutions
from time to time adopted providing for the issuance thereof the following:
(i) whether or not the class or series is to
have voting rights, full, special, or limited, or is to be without voting
rights, and whether or not such class or series is to be entitled to vote as a
separate class either alone or together with the holders of one or more other
classes or series of stock;
(ii) the number of shares to constitute the class
or series and the designations thereof;
(iii) the preferences, and relative,
participating, optional, or other special rights, if any, and the
qualifications, limitations, or restrictions thereof, if any, with respect to
any class or series;
(iv) whether or not the shares of any class or
series shall be redeemable at the option of the Corporation or the holders
thereof or upon the happening of any specified event, and, if redeemable, the
redemption price or prices (which may be payable in the form of cash, notes,
securities, or other property), and the time or times at which, and the terms
and conditions upon which, such shares shall be redeemable and the manner of
redemption;
(v) whether or not the shares of a class or
series shall be subject to the operation of retirement or sinking funds to be
applied to the purchase or redemption of such shares for retirement, and, if
such retirement or sinking fund or funds are to be established, the annual
amount thereof, and the terms and provisions relative to the operation thereof;
(vi) the dividend rate, whether dividends are
payable in cash, stock of the Corporation, or other property, the conditions
upon which and the times when such dividends are payable, the preference to or
the relation to the payment of dividends payable on any other class or classes
or series of stock, whether or not such dividends shall be cumulative or
noncumulative, and if cumulative, the date or dates from which such dividends
shall accumulate;
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(vii) the preferences, if any, and the amounts
thereof which the holders of any class or series thereof shall be entitled to
receive upon the voluntary or involuntary dissolution of, or upon any
distribution of the assets of, the Corporation;
(viii) whether or not the shares of any class or
series, at the option of the Corporation or the holder thereof or upon the
happening of any specified event, shall be convertible into or exchangeable for,
the shares of any other class or classes or of any other series of the same or
any other class or classes of stock, securities, or other property of the
Corporation and the conversion price or prices or ratio or ratios or the rate or
rates at which such exchange may be made, with such adjustments, if any, as
shall be stated and expressed or provided for in such resolution or resolutions;
and
(ix) such other special rights and protective
provisions with respect to any class or series as may to the Board of Directors
seem advisable.
(c) The shares of each class or series of the Preferred
Stock may vary from the shares of any other class or series thereof in any or
all of the foregoing respects. The Board of Directors may increase the number of
shares of the Preferred Stock designated for any existing class or series by a
resolution adding to such class or series authorized and unissued shares of the
Preferred Stock not designated for any other class or series. The Board of
Directors may decrease the number of shares of the Preferred Stock designated
for any existing class or series by a resolution subtracting from such class or
series authorized and unissued shares of the Preferred Stock designated for such
existing class or series, and the shares so subtracted shall become authorized,
unissued, and undesignated shares of the Preferred Stock.
2. Provisions Relating to the Common Stock.
(a) Each share of Common Stock of the Corporation shall
have identical rights and privileges in every respect. The holders of shares of
Common Stock shall be entitled to vote upon all matters submitted to a vote of
the stockholders of the Corporation and shall be entitled to one vote for each
share of Common Stock held.
(b) Subject to the prior rights and preferences, if any,
applicable to shares of the Preferred Stock or any series thereof, the holders
of shares of the Common Stock shall be entitled to receive such dividends
(payable in cash, stock, or otherwise) as may be declared thereon by the Board
of Directors at any time and from time to time out of any funds of the
Corporation legally available therefor.
(c) In the event of any voluntary or involuntary
liquidation, dissolution, or winding-up of the Corporation, after distribution
in full of the preferential amounts, if any, to be distributed to the holders of
shares of the Preferred Stock or any series thereof, the holders of shares of
the Common Stock shall be entitled to receive all of the remaining assets of the
Corporation available for distribution to its stockholders, ratably in
proportion to the number of shares of the Common Stock held by them. A
liquidation, dissolution, or winding-up of the Corporation, as such terms are
used in this Paragraph (c), shall not be deemed to be occasioned by or to
include any consolidation or merger of the Corporation with or into any other
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corporation or corporations or other entity or a sale, lease, exchange, or
conveyance of all or a part of the assets of the Corporation.
3. General.
(a) Subject to the foregoing provisions of this
Certificate of Incorporation, the Corporation may issue shares of its Preferred
Stock and Common Stock from time to time for such consideration (not less than
the par value thereof) as may be fixed by the Board of Directors, which is
expressly authorized to fix the same in its absolute and uncontrolled discretion
subject to the foregoing conditions. Shares so issued for which the
consideration shall have been paid or delivered to the Corporation shall be
deemed fully paid stock and shall not be liable to any further call or
assessment thereon, and the holders of such shares shall not be liable for any
further payments in respect of such shares.
(b) The Corporation shall have authority to create and
issue rights and options entitling their holders to purchase shares of the
Corporation's capital stock of any class or series or other securities of the
Corporation, and such rights and options shall be evidenced by instrument(s)
approved by the Board of Directors. The Board of Directors shall be empowered to
set the exercise price, duration, times for exercise, and other terms of such
options or rights; provided, however, that the consideration to be received for
any shares of capital stock subject thereto shall not be less than the par value
thereof.
FIFTH: The following provisions are included for the purpose of
ensuring that control and management of the Corporation remains with citizens of
the United States or corporations formed under the laws of the United States or
any of the states of the United States, as required by the Communications Act of
1934 as the same may be amended from time to time:
(a) The Corporation shall not issue to (i) a person who
is a citizen of a country other than the United States, (ii) any entity
organized under the laws of a government other than the government of the United
States or any state, territory, or possession of the United States, (iii) a
government other than the government of the United States or of any state,
territory, or possession of the United States, or (iv) a representative of, or
an individual or entity controlled by, any of the foregoing (individually, an
"Alien"; collectively, "Aliens") any shares of capital stock of the Corporation
if such issuance would result in the total amount of such capital stock held by
Aliens exceeding 25% of the total equity of or total voting power in the
Corporation held by Aliens exceeding such 25% limit. The Corporation shall cause
subsidiaries under its control that hold Federal Communications Commission
("FCC") licenses or authorizations to comply with the alien ownership
restrictions, of the Communications Act of 1934 and the rules and regulations
promulgated thereunder, as the same may be amended from time to time, and, to
the extent required under such restrictions, shall prohibit the ownership or
voting by Aliens of more than 20% of the capital stock of such subsidiaries.
(b) No Alien or Aliens, individually or collectively,
directly or indirectly, shall be entitled to own or to vote or direct or control
the vote of more than 25% of (i) the total amount of capital stock of the
Corporation outstanding at any time and from time to time, or (ii) the total
voting power of all shares of capital stock of the Corporation outstanding and
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entitled to vote at any time and from time to time, and issuances and transfers
of capital stock of the Corporation in violation of this Section (b) shall be
prohibited.
(c) The Board of Directors shall have all powers
necessary to implement the provisions of this ARTICLE FIFTH and to ensure
compliance with the alien ownership restrictions of the Communications Act of
1934 and of the rules and regulations promulgated thereunder, as the same may be
amended from time to time.
(d) All shares of the Corporation's capital stock that
the Board of Directors determines to be owned beneficially by an Alien or an
entity directly or indirectly owned by Aliens in whole or in part shall always
be subject to redemption by the Corporation by action of the Board of Directors
to the extent necessary, in the judgement of the Board of Directors, to comply
with the alien ownership restrictions of the Communications Act of 1934 and the
FCC rules and regulations.
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 director until the first annual meeting of stockholders or until his
successor is elected and qualified are as follows:
Lawrence D. Stuart, Jr. 200 Crescent Court
Suite 1600
Dallas, Texas 75201
SEVENTH: Directors of the Corporation need not be elected by written
ballot unless the bylaws of the Corporation otherwise provide.
EIGHTH: The directors of the Corporation shall have the power to adopt,
amend, and repeal the bylaws 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 of Directors 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.
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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 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 DGCL, 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 Tenth 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 investigating or
defending any such proceeding in advance of its final disposition to the maximum
extent permitted under the DGCL, 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 DGCL, 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 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.
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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 DGCL, 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 DGCL.
TWELFTH: The Corporation expressly elects not to be governed by Section
203 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be signed by its Vice President as of
the date first written above.
By: /s/ Lawrence D. Stuart, Jr.
Lawrence D. Stuart, Jr.
Vice President
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