CERTIFICATE OF INCORPORATION
OF
SFX ACQUISITION CORP.
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 SFX ACQUISITION CORP.
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 (1,000). 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
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Michael J. Principe 650 Madison Avenue
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
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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 mid 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 this
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
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at any meeting of stockholders 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 to 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
provisions 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 fro 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 maybe 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 July 6, 1998
/s/ Michael J. Principe
---------------------------------
Michael J. Principe, Incorporator
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City of New York
County of New York
July 6, 1998
ORGANIZATION ACTION IN WRITING OF INCORPORATOR
OF
SFX ACQUISITION CORP.
-----------------------
(Organized July 6, 1998)
The following action is taken this day through this instrument by the
incorporator of the above corporation:
1. The adoption of the initial Bylaws of the corporation.
2. The election of the following persons to serve as the directors
of the corporation until the first annual meeting of stockholders and
until their successors are elected and qualify or until their earlier
resignation or removal:
Robert F.X. Sillerman
Michael G. Ferrel
David Falk
/s/ Michael J. Principe
---------------------------------
Michael J. Principe, Incorporator
By-Laws - 1