EXHIBIT 2.5
AGREEMENT OF MERGER
OF
CAMPUS VOICE, L.L.C.
(a Delaware limited liability company)
AND
CAMPUS VOICE, INC.
(a Delaware corporation)
AGREEMENT OF MERGER entered into on June 30, 1997 by and between Campus Voice,
L.L.C., a Delaware limited liability company (the "LLC"), and approved by
resolution adopted by its board of managers and sole member on said date, and
Campus Voice, Inc., a Delaware corporation (the "Corporation"), and approved by
resolution adopted by its board of directors on said date.
WHEREAS, the LLC, its board of managers and sole member and the Corporation
and its board of directors deem it advisable and to the advantage, welfare and
best interests of said entities to merge the LLC with and into the Corporation,
with the result that the Corporation be the surviving corporation, in accordance
with the provisions of the Limited Liability Company Act 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 duly entered into by the LLC and approved
by resolution adopted by its board of managers and sole member and being duly
entered into by the Corporation and approved by resolution adopted by its board
of directors, this Agreement of Merger and the terms and conditions hereof and
mode of carrying the same in effect, together with any provisions required or
permitted to be set forth herein, are hereby determined and agreed upon as
hereinafter in this Agreement of Merger set forth.
1. The LLC shall, in accordance with the provisions of the Limited
Liability Company Act of the State of Delaware, merge with and into the
Corporation, with the result that the Corporation be the surviving corporation
(the "surviving corporation"), which shall continue to exist as said surviving
corporation under the name Campus Voice, Inc. The separate existence of the LLC
shall cease at the effective date of the merger in accordance with the
provisions of the Limited Liability Company Act of the State of Delaware.
2. The certificate of incorporation of the surviving corporation, as the
same be in force and effect at the effective date of the merger herein provided
for, shall be the
certificate of incorporation of the surviving corporation and 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 by-laws of the surviving corporation, as the same be in force and
effect at the effective date of the merger herein provided for, shall be the
by-laws of the surviving corporation and shall continue in full force and effect
until amended and changed as therein provided (or in accordance with the
certificate of incorporation) 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 date of the merger shall continue to be the members of the board of
directors and the 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 by-laws of the surviving corporation.
5. The sole membership interest in the LLC, which is held by Network Event
Theater, Inc., a Delaware corporation, shall, at the effective date of the
merger, be converted into 100 shares of common stock, par value $0.01 per share,
of the surviving corporation, and these shares shall constitute all of the
surviving corporation's outstanding shares.
6. The parties hereto agree that they will cause to be executed, filed and
recorded any document or documents prescribed by the laws of the State of
Delaware, and that they will cause to be performed all necessary acts therein
and elsewhere to effectuate the merger herein provided for.
7. The board of managers and the officers of the LLC and the board of
directors and the officers 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 that
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.
[END OF TEXT]
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[EXECUTION PAGE]
IN WITNESS WHEREOF, this Agreement of Merger is hereby executed on behalf
of each of the parties hereto on this 30th day of June, 1997.
CAMPUS VOICE, L.L.C.
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Manager
CAMPUS VOICE, INC.
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President and Secretary
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