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EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
COX RADIO, INC.
Article I: Name.
The name of this corporation (the "Corporation") is:
Cox Radio, Inc.
Article II: Registered Office.
The address of the registered office of the Corporation in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, 19801. The registered agent in charge
thereof is The Corporation Trust Company.
Article III: Business.
The purposes of the Corporation are as follows:
A. To engage in the business within the United States of America
of transmitting, receiving, relaying and/or distributing radio broadcasts,
sounds, signals, and messages of all kinds by means of waves, radiation, wire,
cable, radio, light or other means of communications of any type, kind or
nature;
B. To purchase or otherwise acquire (for cash, property, notes,
stock or bonds of this Corporation or otherwise) assets used or useful in the
aforesaid business, and to undertake or assume the whole or any part of any
obligations and or liabilities attendant thereto;
C. To sell, assign, transfer or purchase the assets or stock of
radio stations, businesses or properties within the United States; and
D. In general, to carry on any other activity, to perform any
function and to undertake any activity in connection with the purposes set
forth in the foregoing paragraphs A, B and C of this Article III.
Article IV: Authorized Capital Stock.
A. Authorized Shares. The total number of shares of all classes
of capital stock that the Corporation shall have authority to issue is one
hundred twenty million (120,000,000) shares,
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of which (i) one hundred fifteen million (115,000,000) shares, of a par value
of $1.00 per share, shall be Common Stock (the "Common Stock"), and (ii) five
million (5,000,000) shares of a par value of $1.00 per share, shall be
Preferred Stock (hereinafter called "Preferred Stock"). The Common Stock shall
be divided into classes as follows: seventy million (70,000,000) shares of
Class A Common Stock ("Class A Stock") and forty-five million (45,000,000)
shares of Class B Common Stock ("Class B Stock").
B. Class A Stock and Class B Stock.
1. Powers, Preferences and Rights.
Except as otherwise provided in paragraph B of this Article IV, each
share of Common Stock shall be identical.
2. Voting Rights.
a. Each share of Class A Stock shall entitle the
holder thereof to one (1) vote and each share of Class B Stock shall entitle
the holder thereof to ten (10) votes. Except as set forth herein or as may
otherwise be required by the laws of the State of Delaware, all actions
submitted to a vote of stockholders of the Corporation (including, without
limitation, any proposed amendment to this Amended and Restated Certificate of
Incorporation ("Certificate") that would increase the number of authorized
shares of Class A Stock, of Class B Stock or of any class or series of voting
Preferred Stock, if any, or decrease the number of authorized shares of any
such class or series of stock (but not below the number of shares thereof then
outstanding)) shall be voted on by the holders of Class A Stock and Class B
Stock (as well as the holders of any Preferred Stock, if any, entitled to vote
thereon) voting together as a single class, and no separate vote or consent of
the holders of shares of Class A Stock, the holders of the shares of Class B
Stock or the holders of such shares of Preferred Stock shall be required for
the approval of any such matter.
b. The holders of Class A Stock and Class B
Stock shall each be entitled to vote separately as a class with respect to (i)
amendments to this Certificate that alter or change the powers, preferences or
special rights of their respective class of stock so as to affect them
adversely and (ii) such other matters as require class votes under the General
Corporation Law of the State of Delaware.
c. Except as otherwise provided by law or
pursuant to this Article IV or by resolution or resolutions of
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the Board of Directors of the Corporation (the "Board") providing for the
issuance of any series of Preferred Stock, the holders of the Class A Stock and
the Class B Stock shall have sole voting power for all purposes, each holder of
Class A Stock and each holder of Class B Stock being entitled to vote as
provided in subparagraph 2.a or 2.b as applicable of this paragraph B of this
Article IV.
3. Dividends.
a. If and when dividends on the Class A Stock
and Class B Stock are declared payable from time to time by the Board as
provided in subparagraph 3.a of paragraph B of this Article IV, whether payable
in cash, in property or in shares of stock of the Corporation, the holders of
Class A Stock and the holders of Class B Stock shall be entitled to share
equally, on a per share basis, in such dividends, subject to the limitations
described below. If dividends are declared that are payable in shares of Class
A Stock or Class B Stock, such dividends shall be payable at the same rate on
all classes of Common Stock and the dividends payable in shares of Class A
Stock shall be payable only to holders of Class A Stock and the dividends
payable in shares of Class B Stock shall be payable only to holders of Class B
Stock. If the Corporation shall in any manner subdivide or combine the
outstanding shares of Class A Stock or Class B Stock, the outstanding shares of
the other class of Common Stock shall be proportionally subdivided or combined
in the same manner and on the same basis as the outstanding shares of Class A
Stock or Class B Stock, as the case may be, that have been subdivided or
combined.
b. Subject to provisions of law and the
preferences of the Preferred Stock and of any other stock ranking prior to the
Class A Stock or the Class B Stock as to dividends, the holders of the Class A
Stock and the Class B Stock shall be entitled to receive dividends at such time
and in such amounts as may be determined by the Board and declared out of any
funds lawfully available therefor, and shares of Preferred Stock of any class
shall not be entitled to share therein except as otherwise expressly provided
in the resolution or resolutions of the Board providing for the issue of such
series. Dividends on the Class A Stock and the Class B Stock shall be payable
only as and when declared by the Board.
4. Conversion of Class B Stock by Holder.
a. The holder of each share of Class B Stock
shall have the right at any time, or from time to time, at such holder's
option, to convert such share into one fully paid and
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nonassessable share of Class A Stock on and subject to the terms and conditions
hereinafter set forth.
b. In order to exercise his conversion
privilege, the holder of any shares of Class B Stock to be converted shall
present and surrender the certificate or certificates representing such shares,
duly endorsed, during usual business hours at any office or agency of the
Corporation maintained for the transfer of Class B Stock and shall deliver a
written notice of the election of the holder to convert the shares represented
by such certificate or any portion thereof specified in such notice. Such
notice shall also state the name or names (with address) in which the
certificate or certificates for shares of Class A Stock issuable on such
conversion shall be registered. If required by the Corporation, any
certificate for shares surrendered for conversion shall be accompanied by
instruments of transfer, in form satisfactory to the Corporation, duly executed
by the holder of such shares or his duly authorized representative. Each
conversion of shares of Class B Stock shall be deemed to have been effected at
the close of business on the date (the "conversion date") on which the
certificate or certificates representing such shares shall have been
surrendered and such notice and any required instruments of transfer shall have
been received as aforesaid, provided, however, that the conversion may, at the
option of any holder of any shares of Class B Stock to be converted, be
conditioned upon notice by such holder to the Corporation of the occurrence of
any specified event (including, without limitation, the closing of any sale,
exchange or other disposition of such shares of Class B Stock), and the person
or persons in whose name or names any certificate or certificates for shares of
Class A Stock shall be issuable on such conversion shall be, for the purpose of
receiving dividends and for all other corporate purposes whatsoever, deemed to
have become the holder or holders of record of the shares of Class A Stock
represented thereby on the conversion date.
c. As promptly as practicable after the
presentation and surrender for conversion, as herein provided, of any
certificate for shares of Class B Stock (but only after the notice of the
occurrence of any event specified, if any, by the holder of such shares of
Class B Stock), the Corporation shall issue and deliver at such office or
agency, to or upon the written order of the holder thereof, certificates for
the number of shares of Class A Stock issuable upon such conversion. In case
any certificate for shares of Class B Stock shall be surrendered for conversion
of a part only of the shares represented thereby, the Corporation shall deliver
at such office or agency, to or upon the written order of the holder thereof, a
certificate or certificates for the number of shares of Class B Stock repre-
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sented by such surrendered certificate that are not being converted. The
issuance of certificates for shares of Class A Stock issuable upon the
conversion of shares of Class B Stock by the registered holder thereof shall be
made without charge to the converting holder for any tax imposed on the
Corporation in respect of the issue thereof. The Corporation shall not,
however, be required to pay any tax that may be payable with respect to any
transfer involved in the issue and delivery of any certificate in a name other
than that of the registered holder of the shares being converted, and the
Corporation shall not be required to issue or deliver any such certificate
unless and until the person requesting the issue thereof shall have paid to the
Corporation the amount of such tax or has established to the satisfaction of
the Corporation that such tax has been paid.
d. Upon any conversion of shares of Class B
Stock into shares of Class A Stock pursuant hereto, no adjustment with respect
to dividends shall be made; only those dividends shall be payable on the shares
so converted as have been declared and are payable to holders of record of
shares of Class B Stock on a date prior to the conversion date with respect to
the shares so converted; and only those dividends shall be payable on shares of
Class A Stock issued upon such conversion as have been declared and are payable
to holders of record of shares of Class A Stock on or after such conversion
date.
e. In case of any sale or conveyance of all or
substantially all of the property or business of the Corporation as an
entirety, a holder of a share of Class B Stock shall have the right thereafter
to convert such share into the kind and amount of cash, shares of stock and
other securities and properties receivable upon such sale or conveyance by a
holder of one share of Class A Stock and shall have no other conversion rights
with regard to such share. The provisions of subparagraph 4.e of paragraph B
of this Article IV shall similarly apply to successive sales or conveyances.
f. Shares of Class B Stock converted into Class
A Stock shall be retired and shall resume the status of authorized but unissued
shares of Class B Stock.
g. Such number of shares of Class A Stock as may
from time to time be required for such purpose shall be reserved for issuance
upon conversion of outstanding shares of Class B Stock.
5. Priority of Preferred Stock.
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The Class A Stock and the Class B Stock are subject to all the powers,
rights, privileges, preferences and priorities of any series of Preferred Stock
as may be stated herein and as shall be stated and expressed in any resolution
or resolutions adopted by the Board, pursuant to authority expressly granted to
and vested in it by the provisions of this Article IV.
6. Liquidation, Dissolution or Winding Up.
In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntarily or involuntarily (sometimes referred to as
liquidation), after payment or provision for payment of the debts and other
yliabilities of the Corporation and the preferential amounts to which the
holders of any stock ranking prior to the Class A Stock and the Class B Stock
in the distribution of the Corporation's assets shall be entitled upon such
liquidation, dissolution or winding up, the holders of the Class A Stock and
the Class B Stock shall be entitled to share equally, on a per share basis, in
the distribution of the remaining assets of the Corporation. Neither the
consolidation or merger of the Corporation with or into any other corporation
or corporations nor the sale, transfer or lease of all or substantially all of
the assets of the Corporation shall itself be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this
subparagraph 6 of paragraph B of this Article IV.
C. Preferred Stock.
Shares of Preferred Stock may be issued from time to time in one or
more series. Except as may be provided by the Board in a certificate of
designation or by law, shares of any series of Preferred Stock that have been
redeemed (whether through the operation of a sinking fund or otherwise) or
purchased by the Corporation or which, if convertible or exchangeable, have
been converted into or exchanged for shares of stock of any other class or
classes shall be retired and shall not be reissued. The Board is hereby
authorized to fix or alter the designations and powers, preferences and
relative, participating, optional or other rights, if any, and qualifications,
limitations or restrictions thereof, including, without limitation, the
dividend rate (and whether dividends are cumulative), conversion rights, if
any, voting rights, rights and terms of redemption (including sinking fund
provisions, if any), redemption price and liquidation preferences of any wholly
unissued series of Preferred Stock, and the number of shares constituting any
such series and the designation thereof, or any of them, and to increase or
decrease the number of shares of any series
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subsequent to the issue of shares of that series, but not below the number of
shares of such series then outstanding.
Article V: Number of Directors and Limitation of Liability of Directors.
A. Number of Directors. The number of directors that shall
constitute the whole Board of the Corporation shall be as specified in the
Bylaws of the Corporation, as the same may be amended from time to time.
B. Limitation of Liability of Directors. The Corporation shall,
to the fullest extent permitted by Section 145 of the General Corporation Law
of the State of Delaware, as the same may be amended and supplemented, or any
successor provision thereto, 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, as provided in said section shall advance expenses, including
reasonable attorneys' fees, of any and all such persons, and the
indemnification and advancement of expenses provided for herein shall not be
deemed exclusive of any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under any Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
or her 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 persons. To the fullest extent permitted
by Section 102 of the General Corporation Law of the State of Delaware, as the
same may be amended and supplemented, or any successor provision thereto, 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.
C. Future Amendments. In addition to the provisions of paragraph
B of this Article V hereof, if the General Corporation Law of the State of
Delaware is amended hereafter to authorize or permit corporate action further
limiting or eliminating the personal liability of a director to the Corporation
or its stockholders, then the liability of each director of the Corporation
shall be further limited or eliminated to the fullest extent permitted by any
such future amendment of the law of the State of Delaware.
D. Repeal or Modification. Any repeal or modification of this
Article V or any provision hereof shall not increase the personal liability of
any director of the Corporation for any act
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or occurrence taking place prior to such repeal or modification, or otherwise
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.
Article VI: Meetings.
Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws of the Corporation may provide. The books of the
Corporation may be kept (subject to any provision of Delaware law) outside the
State of Delaware at such place or places as may be designated from time to
time by the Board or in the Bylaws of the Corporation. Elections of directors
need not be by written ballot unless the Bylaws of the Corporation shall so
provide.
Article VII: Election of Directors.
A. Stockholders' Meeting. The directors who are directors on the
date that this Certificate of the Corporation is filed with the Secretary of
State of Delaware shall serve until the first annual meeting of stockholders at
which directors are elected following that date. The Directors shall be
elected at the annual meeting of stockholders, and each director elected shall
hold office until such director's successor has been elected and qualified.
Directors need not be stockholders of the Corporation.
B. Directors Elected by Preferred Stock. During any period when
the holders of Preferred Stock or any one or more series thereof, voting as a
class, shall be entitled to elect a specified number of directors by reason of
dividend arrearages or other contingencies giving them the right to do so, then
and during such times as such right continues the then otherwise authorized
number of directors shall be increased by such specified number of directors,
and the holders of the Preferred Stock or such series thereof, voting as a
class, shall be entitled to elect the additional directors so provided for,
pursuant to the provisions of such Preferred Stock or series; and each such
additional director shall serve until the annual meeting at which his term of
office shall expire and until his successor shall be elected and shall qualify,
or until his right to hold such office terminates pursuant to the provisions of
such Preferred Stock or series, whichever occurs earlier. Whenever the holders
of such Preferred Stock or series thereof are divested of such rights to elect
a specified number of directors, voting as a class, pursuant to the provisions
of such Preferred Stock or series, the terms of office of all directors elected
by the holders of such Preferred Stock or series, voting as a class pursuant to
such
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provisions, or elected to fill any vacancies resulting from the death,
resignation or removal of directors so elected by the holders of such Preferred
Stock or series, shall forthwith terminate and the authorized number of
directors shall be reduced accordingly.
C. Removal. Subject to the rights of any series of Preferred
Stock then outstanding, any director, or the entire Board, may be removed from
office at any time by the affirmative vote of the holders of shares that
entitle the holders to cast a majority of the votes entitled to be cast by the
holders of all shares of capital stock of the Corporation that are entitled to
vote generally in the election of directors of the Corporation.
D. Notice of Stockholder Nominees. Nominations of persons for
election to the Board (other than persons nominated to fill vacancies and newly
created directorships, who shall in each case be nominated and elected as
provided in the Bylaws of the Corporation) shall be made only at a meeting of
stockholders and only (1) by or at the direction of the Board or (2) by any
stockholder of the Corporation entitled to vote for the election of directors
at the meeting who complies with the notice procedures set forth in paragraph D
of this Article VII. Such nominations, other than those made by or at the
direction of the Board, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice shall
be delivered to or mailed and received at the principal executive offices of
the Corporation not less than thirty (30) days nor more than sixty (60) days
prior to the meeting; provided, however, that if less than forty (40) days
notice or prior public disclosure of the date of the meeting is given or made
to stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the tenth day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made. For purposes of paragraph D of this Article VII, any adjournment(s) or
postponement(s) of the original meeting whereby the meeting will reconvene
within thirty (30) days from the original date shall be deemed for purposes of
this notice to be a continuation of the original meeting and no nominations by
a stockholder of persons to be elected directors of the Corporation may be made
at any such reconvened meeting and no nominations by a stockholder of persons
to be elected directors of the Corporation may be made at any such reconvened
meeting unless pursuant to a notice that was timely for the meeting on the date
originally scheduled. Such stockholder's notice shall set forth: (i) as to
each person whom the stockholder proposes to nominate for election or
re-election as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election
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of directors, or is otherwise required, in each case pursuant to the Securities
Exchange Act of 1934, as amended (including such person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected); and (ii) as to the stockholder giving the notice (a) the name and
address, as they appear on the Corporation's books, of such stockholder, and
(B) the class and number of shares of the Corporation that are beneficially
owned by such stockholder. Notwithstanding the foregoing, nothing in paragraph
D of this Article VII shall be interpreted or construed to require the
inclusion of information about any such nominee in any proxy statement
distributed by, at the direction of, or on behalf of the Board. The chairman
of the meeting shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the procedures
prescribed by paragraph D of this Article VII, and if he should so determine,
he shall so declare to the meeting and the defective nomination shall be
disregarded.
Article VIII: Indemnification.
The Corporation shall indemnify, in the manner and to the full extent
permitted by law, any person (or the estate of any person) who was or is a
party to, or is threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding, whether or not by or in the right of the
Corporation, and whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that such person is or was a director, officer
or employee of the Corporation, or is or was serving at the request of the
Corporation as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise. The Corporation may, to
the full extent permitted by law, purchase and maintain insurance on behalf of
any such person against any liability that may be asserted against him. To the
full extent permitted by law, the indemnification provided herein shall include
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, and, in the manner provided by law, any such expenses may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding. The indemnification provided herein shall not be deemed to limit
the right of the Corporation to indemnify any other person for any such
expenses to the full extent permitted by law, nor shall it be deemed exclusive
of any other rights to which any person seeking indemnification from the
Corporation may be entitled under any 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.
Article IX: Stockholder Vote.
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Unless otherwise provided by statute, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting and without a vote if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding stock of the
Corporation having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Such consent shall be filed
with the Secretary of the Corporation. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.
Article X: Stockholder Proposals at Annual Meetings.
Business may be properly brought before an annual meeting by a
stockholder only upon the stockholder's timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than thirty (30) days nor more than sixty (60) days prior
to the meeting as originally scheduled; provided, however, that if less than
forty (40) days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely must
be so received not later than the close of business on the tenth day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure was made. For purposes of this Article X, any
adjournment(s) or postponement(s) of the original meeting whereby the meeting
will reconvene within thirty (30) days from the original date shall be deemed
for purposes of notice to be a continuation of the original meeting and no
business may be brought before any reconvened meeting unless such timely notice
of such business was given to the Secretary of the Corporation for the meeting
as originally scheduled. A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before
the annual meeting, (ii) the name and record address of the stockholder
proposing such business, and (iii) the class and number of shares of the
Corporation that are beneficially owned by the stockholder proposing such
business. Notwithstanding the foregoing, nothing in this Article X shall be
interpreted or construed to require the inclusion of information about any such
proposal in any proxy statement distributed by, at the direction of, or on
behalf of the Board. The chairman of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Article X,
and if he
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should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.
Article XI: Call of Special Meetings.
Special meetings of the stockholders of the Corporation for any
purpose or purposes may be called at any time by a majority of the members of
the Board. Such special meetings may not be called by any other person or
persons or in any other manner.
Article XII: Amendment of Certificate of Incorporation
In addition to any affirmative vote required by applicable law, any
alteration, amendment, repeal or rescission of any provision of this Certificate
must be approved by a majority of the members of the Board then in office and
by the affirmative vote of the holders of voting stock representing a majority
of the voting power of all voting stock of the Corporation. Subject to the
foregoing, the Corporation reserves the right to amend, alter, repeal or
rescind any provision contained in this certificate in the manner now or
hereafter prescribed by law.
Article XIII: Amendment of Bylaws
In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board, by action taken in accordance with
the provisions of the Bylaws of the Corporation is hereby expressly authorized
and empowered to adopt, amend or repeal any provision of the Bylaws of the
Corporation.
Article XIV: Section 203
The Corporation shall not be governed by Section 203 of the General
Corporation Law of the State of Delaware.
Article XV: Participation of Non-Citizens
The following provisions are included herein for the purpose of
ensuring that control and management of the Corporation complies with the
Communications Act of 1934 and the rules, regulations and policies of the
Federal Communications Commission ("FCC"), as the same may be amended from time
to time (collectively, the "Communications Act"):
(a) The Corporation shall not issue to or for the account
of (A) a person who is a citizen of a country other than the United States; (B)
an 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;
(C) a government other than the government of the United States or of any
state, territory, or possession of the United States; or (D) a representative
of, or an individual or entity controlled by, any of the foregoing (each person
or entity described in any of the foregoing clauses (A) through (D),
individually, an "Alien" or collectively "Aliens") any share of capital stock
of the Corporation if such issuance would cause the total capital stock of the
Corporation held or voted by Aliens to exceed, in violation of the
Communications Act, 25% of (1) the total capital
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stock of the Corporation outstanding at any time or (2) the total voting power
of all shares of such capital stock outstanding and entitled to vote at any
time, and (ii) shall not permit the transfer on the books of the Corporation of
any capital stock to any Alien that would result in the total capital stock of
the Corporation held or voted by Aliens to exceed such 25% limit in violation
of the Communications Act.
(b) No Alien or Aliens, individually or collectively, shall be
entitled to vote or direct or control the vote of more than 25% of (i) the
total capital stock of the Corporation outstanding at any time or (ii) the
total voting power of all shares of capital stock of the Corporation
outstanding and entitled to vote at any time and from time to time, if to do so
would violate the Communications Act.
(c) No Alien shall be qualified to act as an officer of the
Corporation, and no more than one-fourth of the total number of directors of
the Corporation at any time and from time to time may be Aliens, in either case
if such would violate the Communications Act.
(d) The Board of Directors of the Corporation shall have
all powers necessary to implement the provisions of this Article XV and to
ensure compliance with the alien ownership restrictions of the Communications
Act, including, without limitation, the power to prohibit the transfer of any
shares of capital stock of the Corporation to any Alien, the inclusion of a
legend regarding restrictions on foreign ownership of the capital stock on any
certificates representing such stock, and to take or cause to be taken such
action as it deems appropriate to implement such prohibition. Without limiting
the generality of the foregoing and notwithstanding any other provision of
these Amended and Restated Articles of Incorporation, the Corporation also
reserves the right to refuse to honor any transfer of the capital stock of the
Corporation which, in the judgment of the Corporation or its transfer agent,
would or might constitute a violation of the Communications Act or the FCC
rules and regulations.