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 "OAKDALE THEATER CONCERTS, INC." FILED IN THIS
OFFICE ON THE THIRTIETH DAY OF MARCH, A.D. 1998 AT 9 O'CLOCK A.M.
/s/ Edward J. Freel
Edward J. Freel, Secretary of State
CERTIFICATE OF INCORPORATION
OF
OAKDALE THEATER CONCERTS, INC.
The undersigned, a natural person, for the purpose of
organizing a corporation for conducting the business and promoting the purposes
hereinafter stated, under the provisions and subject to the requirements of the
laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware
Code and the acts amendatory thereof and supplemental thereto, and known,
identified, and referred to as the "General Corporation Law of the State of
Delaware"), hereby certifies that:
FIRST: The name of the Corporation (Hereinafter Called the
"Corporation") is Oakdale Theater Concerts, Inc.
SECOND: The address, including street, number, city and
county, of the registered office of the corporation in the State of Delaware is
1013 Centre Road, City of Wilmington 19805, County of New Castle; and the name
of the registered agent of the corporation in the State of Delaware at such
address is Corporation Service 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 total number of shares of stock which the
corporation shall have authority to issue is one thousand. The par value of each
of such shares is one cent. All such shares are of one class and are shares of
Common Stock.
FIFTH: The name and the mailing address of the incorporator is
as follows:
NAME MAILING ADDRESS
---- ---------------
Deborah Goldman-Levi 650 Madison Avenue, l6th Floor
New York, NY 10022
SIXTH: The corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them and/or between
this corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this corporation
under ss. 291 of Title 8 of the Delaware Code or on the application of trustees
in dissolution or of any receiver or
receivers appointed for this corporation under ss. 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
EIGHTH: For the management of the business and for the conduct
of the affairs of the corporation, and in further definition, limitation, and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the
affairs of the corporation shall be vested in its
Board of Directors. The number of directors which
shall constitute the whole Board of Directors shall
be fixed by, or in the manner provided in, the
Bylaws. The phrase "whole Board" and the phrase
"total number of directors" shall be deemed to have
the same meaning, to wit, the total number of
directors which the corporation would have if there
were no vacancies. No election of directors need be
by written ballot.
2. After the original or other Bylaws of the corporation
have been adopted, amended, or repealed, as the case
may be, in accordance with the provisions ofss.109 of
the General Corporation Law of the State of Delaware,
and, after the corporation has received any payment
for any of its stock, the power to adopt, amend, or
repeal the Bylaws of the corporation may be exercised
by the Board of Directors of the corporation;
provided, however, that any provision for the
classification of directors of the corporation for
staggered terms pursuant to the provisions of
subsections (d) ofss.141 of the General Corporation
Law of the State of Delaware shall be set forth in an
initial Bylaw or in a Bylaw adopted by the
stockholders entitled to vote of the corporation
unless provisions for such classification shall be
set forth in the certificate of incorporation.
3. Whenever the corporation shall be authorized to issue
only one class of stock, each outstanding share shall
entitle the holder thereof to notice of, and the
right to vote at, any meeting of stockholders.
Whenever the corporation shall be authorized to issue
more than one class of stock, no outstanding share of
any class of stock which is denied voting power under
the provisions of the certificate of incorporation
shall entitle the holder thereof to the right to vote
- 3 -
at any meeting of stockholders except as the
provisions of paragraph (2) of subsection (b) of ss.
242 of the General Corporation Law of the State of
Delaware shall otherwise require; provided, that no
share of any such class which is otherwise denied
voting power shall entitle the holder thereof to vote
upon the increase to decrease in the number of
authorized shares of said class.
NINTH: The personal liability of the directors of the
corporation is hereby eliminated to the fullest extent permitted by the
provisions of paragraph (7) of subsection (b) of ss. 102 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented.
TENTH: The corporation shall, to the fullest extent permitted
by the provision of ss. 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
ELEVENTH: From time to time any of the provisions of this
certificate of incorporation may be amended, altered, or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the corporation by
this certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.
Signed on March 30,1998
----------------------------------
Deborah Goldman-Levi, Incorporator
- 4 -