Exhibit 2.2
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FORM OF AGREEMENT OF MERGER
MERGING
NEXSTAR BROADCASTING OF NORTHEASTERN PENNSYLVANIA, INC.
NEXSTAR BROADCASTING OF JOPLIN, INC.
NEXSTAR BROADCASTING OF ERIE, INC.
KBTV BROADCASTING INC.
KFDX BROADCASTING INC.
NEXSTAR BROADCASTING OF ROCHESTER, INC.
KTAB BROADCASTING INC.
ERC HOLDINGS, INC.
NEXSTAR MIDWEST HOLDINGS, INC.
NEXSTAR BROADCASTING OF CHAMPAIGN, INC.
NEXSTAR BROADCASTING OF PEORIA, INC.
KMID BROADCASTING INC.
AND
KTAL BROADCASTING INC.
(each a Delaware corporation)
INTO
NEXSTAR BROADCASTING GROUP, INC.
(a Delaware corporation)
AGREEMENT OF MERGER adopted and approved by resolution on _______, 2003
by each of the Board of Directors of NEXSTAR BROADCASTING OF NORTHEASTERN
PENNSYLVANIA, INC., NEXSTAR BROADCASTING OF JOPLIN, INC., NEXSTAR BROADCASTING
OF ERIE, INC., KBTV BROADCASTING INC., KFDX BROADCASTING INC., NEXSTAR
BROADCASTING OF ROCHESTER, INC., KTAB BROADCASTING INC., ERC HOLDINGS, INC.,
NEXSTAR MIDWEST HOLDINGS, INC., NEXSTAR BROADCASTING OF CHAMPAIGN, INC., NEXSTAR
BROADCASTING OF PEORIA, INC., KMID BROADCASTING INC. AND KTAL BROADCASTING INC.,
each a business corporation duly incorporated in the State of Delaware
(collectively the "Merging Corporations"), and by resolution adopted and
approved on ______________, 2003 by the Board of Directors of NEXSTAR
BROADCASTING GROUP, INC., a corporation duly incorporated in the State of
Delaware ("Nexstar").
WHEREAS, each of the Merging Corporations is a business corporation of
the State of Delaware with its registered office therein located at 0000
Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxx xx Xxxxxxxxxx Xxxxxx of New Castle;
WHEREAS, Nexstar is a business corporation of the State of Delaware
with its registered office therein located at 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000,
Xxxx xx Xxxxxxxxxx, Xxxxxx of New Castle; and
WHEREAS, each of the Merging Corporations and Nexstar and the
respective Boards of Directors thereof declare it advisable and to the
advantage, welfare, and best interests of said corporations and their respective
stockholders to merge each of the Merging Corporations
with and into Nexstar pursuant to the provisions of the General Corporation Law
of the State of Delaware upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties hereto, being thereunto duly approved by a resolution
adopted by the Board of Directors of each of the Merging Corporations and duly
approved by a resolution adopted by the Board of Directors of Nexstar, the
Agreement of Merger and the terms and conditions thereof and the mode of
carrying the same into effect, together with any provisions required or
permitted to be set forth therein, are hereby determined and agreed upon as
hereinafter in this Agreement set forth.
1. Each of the Merging Corporations and Nexstar shall, pursuant to the
provisions of the General Corporation Law of the State of Delaware, be
merged with and into a single corporation, to wit, Nexstar, which shall be
the surviving corporation from and after the effective time of the merger,
and which is sometimes hereinafter referred to as the "surviving
corporation", and which shall continue to exist as said surviving
corporation under its present name pursuant to the provisions of the
General Corporation Law of the State of Delaware. The separate existence of
each of the Merging Corporations, which is hereinafter sometimes referred
to as the "terminating corporations", shall cease at the said effective
time in accordance with the provisions of said General Corporation Law of
the State of Delaware.
2. The Certificate of Incorporation of the surviving corporation, as now in
force and effect, shall continue to be the Certificate of Incorporation of
said surviving corporation and said Certificate of Incorporation shall
continue in full force and effect until amended and changed in the manner
prescribed by the provisions of the General Corporation Law of the State of
Delaware.
3. The present bylaws of the surviving corporation will be the bylaws of said
surviving corporation and will continue in full force and effect until
changed, altered, or amended as therein provided and in the manner
prescribed by the provisions of the General Corporation Law of the State of
Delaware.
4. The directors and officers in office of the surviving corporation at the
effective time of the merger shall be the members of the first Board of
Directors and the first officers of the surviving corporation, all of whom
shall hold their directorships and offices until the election and
qualification of their respective successors or until their tenure is
otherwise terminated in accordance with the bylaws of the surviving
corporation.
5. Each issued share of the terminating corporations shall, at the effective
time of the merger, be canceled.
6. In the event that this Agreement of Merger shall have been fully adopted
upon behalf of the terminating corporation and of the surviving corporation
in accordance with the provisions of the General Corporation Law of the
State of Delaware, the said corporations agree that they will cause to be
executed and filed and recorded any document or documents prescribed by the
laws of the State of Delaware, and that they
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will cause to be performed all necessary acts within the State of Delaware
and elsewhere to effectuate the merger herein provided for.
7. The Board of Directors and the proper officers of the terminating
corporations and of the surviving corporation are hereby authorized,
empowered, and directed to do any and all acts and things, and to make,
execute, deliver, file, and record any and all instruments, papers, and
documents which shall be or become necessary, proper, or convenient to
carry out or put into effect any of the provisions of this Agreement of
Merger or of the merger herein provided for.
The effective time of the Agreement of Merger, and the time when the
merger therein agreed upon shall become effective, shall be upon the filing of
the Certificate of Merger with the Secretary of State of Delaware.
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IN WITNESS WHEREOF, this Agreement of Merger is hereby signed upon
behalf of each of the constituent corporations parties thereto.
NEXSTAR BROADCASTING OF NORTHEASTERN PENNSYLVANIA,
INC.
By:
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Name: Xxxxxxx Xxxxx
Title: Secretary
NEXSTAR BROADCASTING OF JOPLIN, INC.
By:
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Name: Xxxxxxx Xxxxx
Title: Secretary
NEXSTAR BROADCASTING OF ERIE, INC.
By:
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Name: Xxxxxxx Xxxxx
Title: Secretary
KBTV BROADCASTING INC.
By:
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Name: Xxxxxxx Xxxxx
Title: Secretary
KFDX BROADCASTING INC.
By:
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Name: Xxxxxxx Xxxxx
Title: Secretary
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NEXSTAR BROADCASTING OF
ROCHESTER, INC.
By:
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Name: Xxxxxxx Xxxxx
Title: Secretary
KTAB BROADCASTING INC.
By:
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Name: Xxxxxxx Xxxxx
Title: Secretary
ERC HOLDINGS, INC.
By:
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Name: Xxxxxxx Xxxxx
Title: Secretary
NEXSTAR MIDWEST HOLDINGS, INC.
By:
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Name: Xxxxxxx Xxxxx
Title: Secretary
NEXSTAR BROADCASTING OF
CHAMPAIGN, INC.
By:
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Name: Xxxxxxx Xxxxx
Title: Secretary
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NEXSTAR BROADCASTING OF PEORIA, INC.
By:
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Name: Xxxxxxx Xxxxx
Title: Secretary
KMID BROADCASTING INC.
By:
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Name: Xxxxxxx Xxxxx
Title: Secretary
KTAL BROADCASTING INC.
By:
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Name: Xxxxxxx Xxxxx
Title: Secretary
NEXSTAR BROADCASTING GROUP, INC.
By:
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Name: Xxxxxxx Xxxxx
Title: Secretary
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