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CERTIFICATE OF INCORPORATION
OF
SPELLING MERGER CORPORATION
* * * * *
I. The name of this corporation is Spelling Merger Corporation
(hereinafter referred to as the "Corporation").
II. The address of the Corporation's registered office in the
State of Delaware is 1209 Orange Street, Corporate Trust Center, Wilmington,
Delaware 19801, County of New Castle. The name of the Corporation's registered
agent at such address is The Corporation Trust Company.
III. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
IV. The aggregate number of shares of capital stock (referred to
herein as "Shares") which the Corporation shall have authority to issue is
three hundred and twenty million (320,000,000) Shares, of which 300,000,000
will be common stock having a par value of one tenth of one cent ($.001)
per share (the "Common Stock"), and 20,000,000 will be series preferred stock
having a par value of one tenth of one cent ($.001) per share (the "Series
Preferred Stock"). The Series Preferred Stock may be issued, from time to
time, in one or more series as authorized by the Board of Directors. Prior to
issuance of a series, the board of directors by resolution shall designate it
from other series and classes of stock of the Corporation, shall specify the
number of shares to be included in the series, and shall fix the terms, rights,
restrictions and qualifications of the shares of a series, including any
preferences, voting powers, dividend rights and redemptions, sinking funds and
conversion rights. Subject to the express terms of the Series Preferred Stock
outstanding at the time, the Board of Directors may increase (but not above the
total number of authorized shares of the class) or decrease (but not below the
total number of shares thereof then outstanding) the number of shares.
V. The name and mailing address of the incorporator are as
follows:
<TABLE>
<CAPTION>
NAME MAILING ADDRESS
---- ---------------
<S> <C>
Greer C. Bosworth c/o Spelling Entertainment Group Inc.
5700 Wilshire Blvd. Suite 575
Los Angeles, CA 90036
</TABLE>
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VI. The Corporation is to have perpetual existence. The
Corporation elects to not be governed by Section 203 of the Delaware General
Corporation Law.
VII. Indemnification of Directors and Officers
Section 1. The Corporation shall, to the fullest extent not
prohibited by the Delaware General Corporation Law, as the same may be amended
and supplemented (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment), indemnify any director or officer who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
("Proceeding") from and against any and all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such Proceeding if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
Section 2. Expenses incurred by an officer or director in defending
any Proceeding shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of a satisfactory
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the Corporation.
Section 3. Indemnification and advancement of expenses shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 4. Indemnification and advancement of expenses, unless
otherwise provided when authorized or ratified, 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.
Section 5. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director or officer of the Corporation,
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him or her against such
liability. The Corporation may create a trust fund or use other means to ensure
the payment of such amounts as may be necessary to effect indemnification.
Section 6. The right to indemnification is a contract right and,
therefore, cannot be retroactively eliminated by a later
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shareholder vote.
Section 7. A director or officer may apply to the Court of Chancery
to hear and determine a claim for advancement of expenses or indemnification.
Any prior determination by the Board of Directors, independent counsel or the
shareholder that such person is not entitled to indemnification shall not
create a presumption that the claimant is not so entitled.
Section 8. Any director or officer of the Corporation serving in any
capacity with a majority-owned subsidiary or any employee benefit plan of the
Corporation or any majority-owned subsidiary corporation shall be deemed to be
doing so at the request of the Corporation.
Section 9. Any person entitled to be indemnified may elect to have
the right to indemnification interpreted on the basis of the applicable law in
effect at the time of the occurrence of the events giving rise to the action,
to the extent permitted by law, or on the basis of the applicable law in effect
at the time such indemnification is sought.
VIII. No director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for any breach of
fiduciary duty by such director as a director. Notwithstanding the foregoing,
a director shall be liable to the extent provided by applicable law for: (i)
any breach of the director's duty of loyalty to the Corporation or its
stockholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law; (iii) any willful or
negligent conduct in connection with the payment of illegal dividends or
unlawful stock repurchases or redemptions, pursuant to Section 174 of the
General Corporation Law of Delaware; or (iv) any transaction from which such
director derived an improper personal benefit.
IX. In furtherance and not in limitation of the powers conferred
by statute, board of directors is expressly authorized to make, alter or
repeal the bylaws of the Corporation.
X. Elections of directors need not be by written ballot unless
the bylaws of the Corporation shall so provide.
XI. Meetings of stockholders may be held within or without the
State of Delaware, as the bylaws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the bylaws of the Corporation.
XII. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
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THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, does make this certificate, hereby declaring and certifying that this
is my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this ___ day of April, 1995.
____________________________________
Greer C. Bosworth, Incorporator
