EX-3.3.22 23 a2169705zex-3_322.htm EXHIBIT 3.3.22

Exhibit 3.3.22

 

 

 

STATE OF DELAWARE

 

SECRETARY OF STATE

 

DIVISION OF CORPORATIONS

 

FILED 09:00 AM 05/18/1992

 

752139054 – 2062403

 

 

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

OF

 

LOEWS THEATRE MANAGEMENT CORP.

 

THE UNDERSIGNED, Loews Theatre Management Corp., under and pursuant to the provisions of Sections 242 & 245 of the General Corporation Law of the State of Delaware, does hereby amend and restate the certificate of incorporation of the corporation (the original of which was filed with the Secretary of State on May 21, 1985), to read in its entirety as follows:

 

“FIRST: The name of the corporation is LOEWS THEATRE MANAGEMENT CORP.

 

SECOND: Its registered office is to be located at 32 Loockerman Square, Suite L-100, in the City of Dover, in the County of Kent, in the State of Delaware. The name of its registered agent at that address is The Prentice-Hall Corporation System, Inc.

 

THIRD: The purposes of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

 

FOURTH: The aggregate number of shares of stock which the corporation is authorized to issue is One (1000) Thousand, each of which has a par value of One Dollar ($1.00) per share. All such shares are of one class and are Common Stock.

 

FIFTH: The registered agent of the corporation is the The Prentice-Hall Corporation System, Inc. whose address is 32 Loockerman Square, Suite L-100, Dover, Delaware. The registered agent is the agent of the corporation upon whom process against it may be served.

 

SIXTH: The By-Laws of the Corporation may be made, altered, amended, changed, added to or repealed by the Board of Directors without the assent or vote of the stockholders. Elections of directors need not be by ballot unless the By-Laws so provide.

 

SEVENTH: The Corporation shall have the power to indemnify all persons whom it may indemnify pursuant to law, including, without limitation, Section 145 of the Delaware General Corporation Law, as amended from time to time.

 

EIGHTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of §102 of the General Corporation Law of the State of Delaware as the same may be amended and supplemented.

 

NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.”

 

The foregoing Amended and Restated Certificate of Incorporation of Loews Theatre Management Corp. was duly adopted in accordance with the provisions of Section 245 of the General Corporation Law of Delaware.

 

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IN WITNESS WHEREOF, said Loews Theatre Management Corp. has caused this certificate to be issued by Seymour H. Smith, its Executive Vice President, and attested by David I. Badain, its Assistant Secretary, this 5th day of May, 1992.

 

ATTEST:

 

LOEWS THEATRE MANAGEMENT CORP.

 

 

 

/s/    DAVID I. BADAIN        

 

/s/    SEYMOUR H. SMITH        

David I. Badain

 

Seymour H. Smith

Assistant Secretary

 

Executive Vice President

 

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 05/18/1994

944088963 – 2062403

 

 

2


 

CERTIFICATE OF AMENDMENT

 

OF

 

CERTIFICATE OF INCORPORATION

 

OF

 

LOEWS THEATRE MANAGEMENT CORP.

 

 

Adopted in accordance with the provisions

of Section 242 of the General Corporation

Law of the State of Delaware

 

 

We, Seymour H. Smith, Executive Vice President, and David I. Badain, Assistant Secretary of Loews Theatre Management Corp., a corporation existing under the laws of the State of Delaware, do hereby certify as follows:

 

FIRST: that the Certificate of Incorporation of said corporation has been amended as follows:

 

By striking out the whole of ARTICLE I thereof as it now exists and inserting in lieu and instead thereof a new ARTICLE I, reading as follows:

 

ARTICLE I

 

NAME

 

The name of the corporation (hereinafter called the “Corporation”) is Sony Theatre Management Corp.”

 

SECOND: That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the unanimous written consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, we have signed this certificate this 19th day of April, 1994.

 

 

 

 

By:

/s/    SEYMOUR H. SMITH        

 

 

 

Seymour H. Smith

 

 

 

Executive Vice President

 

Attest:

 

/s/    DAVID I. BADAIN        

 

David I. Badain

 

Assistant Secretary

 

 

STATE OF NEW YORK....

)

 

)

COUNTY OF NEW YORK

)

 

BE IT REMEMBERED, that on April 19, 1994, before me, a Notary Public duly authorized by law to take acknowledgement of deeds, personally came Seymour H. Smith, Executive Vice President of Loews Theatre Management Corp., who duly signed the foregoing instrument before me and acknowledged that such signing is his act and deed, that such instrument as executed in the act and deed of said corporation, and that the facts stated therein are true.

 

3


 

GIVEN under my hand on April 19, 1994.

 

 

/s/    EILEEN MULLER        

 

Notary Public

 

EILEEN MULLER

 

Notary Public, State of New York

 

No. 01MU5016391

 

Qualified in New York County

 

Commission Expires 8/8/95

 

 

 

STATE OF DELAWARE

 

SECRETARY OF STATE

 

DIVISION OF CORPORATIONS

 

FILED 09:00 AM 10/10/1996

 

960295317 – 2062403

 

 

4


 

CERTIFICATE OF AMENDMENT

 

OF

 

CERTIFICATE OF INCORPORATION

 

OF

 

SONY THEATRE MANAGEMENT CORP.

 

 

Adopted in accordance with the provisions

of Section 242 of the General Corporation

Law of the State of Delaware

 

 

We, John J. Walker, Senior Vice President, and David I. Badain, Assistant Secretary of Sony Theatre Management Corp., a corporation existing under the laws of the State of Delaware, do hereby certify as follows:

 

FIRST: that the Certificate of Incorporation of said corporation has been amended as follows:

 

“ARTICLE I

 

NAME

 

The name of the corporation (hereinafter called the “Corporation”) is Loews Theatre Management Corp.”

 

SECOND: That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the unanimous written consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, we have signed this certificate this 3rd day of October, 1996.

 

 

 

By:

/s/    JOHN J. WALKER        

 

 

John J. Walker

 

 

Senior Vice President

 

Attest:

 

/s/    DAVID I. BADAIN        

 

David I. Badain

 

Assistant Secretary

 

 

STATE OF NEW YORK....

)

COUNTY OF NEW YORK

)

 

5


 

BE IT REMEMBERED, that on October 3, 1996, before me, a Notary Public duly authorized by law to take acknowledgment of deeds, personally came John J. Walker, Senior Vice President of Sony Theatre Management Corp., who duly signed the foregoing instrument before me and acknowledged that such singing is his act and deed, that such instrument as executed in the act and deed of said corporation, and that the facts stated herein are true.

 

GIVEN under my hand on October 4, 1996.

 

 

/s/    EILEEN MULLER        

 

Notary Public

 

EILEEN MULLER

 

Notary Public, State of New York

 

No. 01MU5016391

 

Qualified in New York County

 

Commission Expires 8/8/97

 

 

 

STATE OF DELAWARE

 

SECRETARY OF STATE

 

DIVISION OF CORPORATIONS

 

FILED 05:00 PM 03/21/2002

 

020188743 – 2062403

 

6


 

CERTIFICATE OF AMENDMENT

 

OF

 

CERTIFICATE OF INCORPORATION

 

Loews Theatre Management Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

 

DOES HEREBY CERTIFY:

 

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40512, confirmed and approved on March 1, 2002.

 

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four:

 

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

 

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

 

IN WITNESS WHEREOF, said Loews Theatre Management Corp. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

 

 

Loews Theatre Management Corp.

 

 

 

 

By:

/S/    BRYAN BERNDT        

 

 

Bryan Berndt

 

 

Vice President

 

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