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EXHIBIT 2.5.8
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (the "Agreement"), dated as of October 10,
1996, is made by Heftel Broadcasting Corporation, a Delaware corporation
("Heftel"), and Heftel Merger Sub, Inc., a Texas corporation and wholly owned
subsidiary of Heftel ("Heftel Sub").
Recitals
A. Clear Channel Communications, Inc., a Texas corporation ("Parent"),
and Xxxxxxxx Media System, Inc., a Texas corporation ("Xxxxxxxx"), are parties
to that certain Agreement and Plan of Merger, dated as of July 9, 1996 (the
"Merger Agreement"; capitalized terms used and not otherwise defined herein
shall have the meanings ascribed thereto in the Merger Agreement), pursuant to
which Heftel Sub will be merged with and into Xxxxxxxx (the "Merger").
B. Parent has completed the Heftel Acquisition and upon completion
thereof, Parent agreed, pursuant to the terms of the Merger Agreement, to
propose to Heftel and Heftel Sub that such entities agree to be bound by the
terms of the Merger Agreement as they relate to such entities and use its
reasonable efforts to cause the execution of this Agreement by Heftel and
Heftel Sub.
C. Pursuant to the terms of this Agreement, Heftel and Heftel Sub each
desire to become a party to the Merger Agreement as if they were original
parties to the Merger Agreement in accordance with Section 8.9(b) of the Merger
Agreement.
D. The board of directors of each of Heftel and Heftel Sub have
determined that the Merger is in the best interests of Heftel Sub, respectively,
and that it is advisable and in the best interests of each of Heftel and Heftel
Sub to become a party to the Merger Agreement.
E. Accordingly, the board of directors of each of Heftel and Heftel Sub
have approved the Merger Agreement and recommended that their respective
stockholders approve and authorize the Merger Agreement and the Merger.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement
hereby agree as follows:
Statement of Agreement
1. Assignment and Assumption. Heftel and Heftel Sub hereby agree that,
effective as of the date hereof, the terms and provisions of the Merger
Agreement relating to them shall be binding upon them as if Heftel and Heftel
Sub were original parties to the Merger Agreement. Upon execution of this
Agreement, Heftel and Heftel Sub hereby agree to assume all of the rights and
obligations set forth in the Merger Agreement relating to each of them,
respectively.
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2. Captions. The captions and headings used in this Agreement are
for convenience only, do not constitute any part of this Agreement, and shall
be disregarded in construing the language hereof.
3. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED IN ALL
RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE
STATE OF TEXAS REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER
APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
4. Further Assurances. From time to time hereafter and without
additional consideration, the parties hereto hereby agree to execute and
deliver, or cause to be executed and delivered, such additional or further
instruments, and otherwise provide such cooperation, as shall reasonably be
requested by any party to the Merger Agreement for the purpose of effectively
carrying out the transactions contemplated by this Agreement.
5. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when two or more counterparts have been signed by each
of the parties and delivered to the other party, it being understood that all
parties need not sign the same counterpart.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
HEFTEL BROADCASTING CORPORATION
By: /s/ X. XXXXX XXXX
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Name: X. Xxxxx Xxxx
Title: President and Chief
Executive Officer
HEFTEL MERGER SUB, INC.
By: /s/ X. XXXXX XXXX
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Name: X. Xxxxx Xxxx
Title: President
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