Exhibit 2.1
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FORM OF AGREEMENT OF MERGER
OF
NEXSTAR BROADCASTING GROUP, INC.
(a Delaware corporation)
AND
NEXSTAR BROADCASTING GROUP, L.L.C.
AND
NEXSTAR FINANCE HOLDINGS II, L.L.C.
(each a Delaware limited liability company)
AGREEMENT OF MERGER approved on ___________ pursuant to
Section 264 of the General Corporation Law of the State of Delaware by Nexstar
Broadcasting Group, Inc., a business corporation of the State of Delaware, and
by resolution adopted by its Board of Directors on said date, and approved on
___________ pursuant to Section 18-209 of the Delaware Limited Liability Company
Act by each of Nexstar Broadcasting Group, L.L.C. and Nexstar Finance Holdings
II, L.L.C., each a limited liability company of the State of Delaware, and in
accordance with its Limited Liability Company Agreement on said date.
WHEREAS, Nexstar Broadcasting Group, Inc. and each of Nexstar
Broadcasting Group, L.L.C. and Nexstar Finance Holdings II, L.L.C. and the Board
of Directors of Nexstar Broadcasting Group, Inc. and the appropriate Members of
each of Nexstar Broadcasting Group, L.L.C. and Nexstar Finance Holdings II,
L.L.C. declare it advisable and to the advantage, welfare, and best interests of
said corporation and said limited liability companies and their respective
stockholders and members to merge each of Nexstar Broadcasting Group, L.L.C. and
Nexstar Finance Holdings II, L.L.C. with and into Nexstar Broadcasting Group,
Inc. pursuant to the provisions of the Delaware Limited Liability Company Act
and 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 Nexstar Broadcasting Group, Inc.
and duly approved by the appropriate Members of each of Nexstar Broadcasting
Group, L.L.C. and Nexstar Finance Holdings, L.L.C., 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. Nexstar Broadcasting Group, Inc. and each of Nexstar Broadcasting
Group, L.L.C. and Nexstar Finance Holdings II, L.L.C. shall, pursuant
to the provisions of the General Corporation Law of the State of
Delaware and pursuant to the provisions of the Delaware
Limited Liability Company Act, be merged with and into the corporation,
to wit, Nexstar Group, Inc. 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 Delaware General Corporation Law.
2. The separate existence of each of Nexstar Broadcasting Group, L.L.C.
and Nexstar Finance Holdings II, L.L.C., which is hereinafter sometimes
referred to as the "Terminating Companies," shall cease at the said
effective time in accordance with the provisions of said General
Corporation Law of the State of Delaware and pursuant to the provisions
of the Delaware Limited Liability Company Act.
3. The Certificate of Incorporation of the Surviving Corporation, as now
in full 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.
4. Each issued member interest of the Terminating Companies shall, at the
effective time of the merger, be canceled.
5. The effective time of the merger (the "Effective Time") shall be upon
the filing of the Certificate of Merger with the Secretary of State of
Delaware.
6. In the event that this Agreement of Merger shall have been fully
adopted upon behalf of the Terminating Companies and of the Surviving
Corporation in accordance with the provisions of the General
Corporation Law of the State of Delaware and in accordance with the
provisions of the Delaware Limited Liability Company Act, the said
Terminating Companies and the said Surviving Corporation 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 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 Surviving
Corporation and the officers, authorized persons and members of each of
the Terminating Companies 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.
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IN WITNESS WHEREOF, this Agreement of Merger is hereby executed as of
this ___ day of ___________.
Nexstar Broadcasting Group, Inc.
By: _________________________
Name:
Title:
Nexstar Broadcasting Group, L.L.C.
By: _________________________
Name:
Title:
Nexstar Finance Holdings II, L.L.C.
By: _________________________
Name:
Title:
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