Exhibit 3.7
Delaware
The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "BI ACQUISITION, LLC" AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF FORMATION, FILED THE TWENTY-THIRD DAY OF JULY, A.D. 1999, AT
9 O'CLOCK A.M.
CERTIFICATE OF MERGER, FILED THE THIRTIETH DAY OF AUGUST, A.D. 1999, AT 9
O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY.
/s/ Harriet Smith Windsor
[SEAL] -----------------------------------------
Harriet Smith Windsor, Secretary of State
3074072 8100H AUTHENTICATION: 2389467
030276675 DATE: 04-29-03
CERTIFICATE OF FORMATION
OF
BI ACQUISITION, LLC
This Certificate of Formation of BI Acquisition, LLC (the "LLC") has
been duly executed and is being filed by the undersigned, as an authorized
person, to form a limited liability company under the Delaware Limited Liability
Act (6 Del. C. (S) 18-101, et. seq.).
FIRST. The name of the limited liability company formed hereby is BI
Acquisition, LLC.
SECOND. The address of the registered office of the LLC in the State
of Delaware is c/o Corporation Service Company, 1013 Centre Road, Wilmington,
New Castle County, Delaware 19805.
THIRD. The name and address of the registered agent for service of
process on the LLC in the State of Delaware is Corporation Service Company, 1013
Centre Road, Wilmington, New Castle County, Delaware 19805.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
of Formation as of this 22nd day of July, 1999.
/s/ Thomas J. Moratti
------------------------------------------
Thomas J. Moratti
Authorized Person
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/23/1999
991305259 - 3074072
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 08/30/1999
991363967 - 3074072
CERTIFICATE OF MERGER
OF
BROADCAST INTERNAT1ONAL, INC.
AND
BI ACQUISITION, LLC
It is hereby certified that:
1. The constituent business companies participating in the merger
herein certified are:
(i) Broadcast International, Inc., which is incorporated under
the laws of the State of Utah; and
(ii) BI Acquisition, LLC, which is formed under the laws of the
State of Delaware.
2. An Agreement and Plan of Merger has been approved, adopted,
certified, executed, and acknowledged by each of the aforesaid constituent
corporations in accordance with the provisions of subsection (c) of Section
18-209 of the Limited Liability Company Act of the State of Delaware, to wit, by
Broadcast International, Inc. in accordance with the laws of the State of its
incorporation and by BI Acquisition, LLC in the same manner as is provided in
Section 18-209 of the Limited Liability Company Act of the State of Delaware.
3. The name of the surviving company in the merger herein certified is
BI Acquisition, LLC, which will continue its existence as said surviving
corporation under its present name upon the effective date of said merger
pursuant to the provisions of the Limited Liability Company Act of the State of
Delaware.
4. The Certificate of Formation of BI Acquisition, LLC, as now in
force and effect, shall continue to be the Certificate of Formation of said
surviving corporation until amended and changed pursuant to the provisions of
the Limited Liability Company Act of the State of Delaware.
5. The executed Agreement and Plan of Merger between the aforesaid
constituent corporations is on file at an office of the aforesaid surviving
limited liability company, the address of which is as follows:
BI Acquisition, LLC
c/o Muzak LLC
2901 Third Avenue
Suite 400
Seattle, WA 98121
6. A copy of the aforesaid Agreement and Plan of Merger will be
furnished by the aforesaid surviving limited liability company, on request, and
without cost, to any stockholder of each of the aforesaid constituent companies.
7. The Agreement of Merger between the aforesaid constituent companies
provides that the merger herein certified shall be effective on August 20, 1999
insofar as the Limited Liability Company Act of the State of Delaware shall
govern said effective date.
Dated: August 30, 1999
BROADCAST INTERNATIONAL, INC.
By: /s/ Mark F. Imperiale
--------------------------------------
Name: Mark F. Imperiale
Title: Executive Vice President
Dated: August 30, 1999
BI ACQUISITION, LLC
By: /s/ Robert P. MacInnis
--------------------------------------
Name: Robert P. MacInnis
Title: Vice President