Exhibit 2.4
FORM OF AGREEMENT OF MERGER
OF
NEXSTAR FINANCE, INC.
(a Delaware corporation)
AND
NEXSTAR FINANCE, L.L.C.
(a Delaware limited liability company)
AGREEMENT OF MERGER approved on __________, 2003 pursuant to Section 264 of
the General Corporation Law of the State of Delaware by Nexstar Finance, Inc., a
business corporation of the State of Delaware, and by resolution adopted by its
Board of Directors on said date, and approved on __________, 2003 pursuant to
Section 18-209 of the Delaware Limited Liability Company Act by Nexstar Finance,
L.L.C., a limited liability company of the State of Delaware, and in accordance
with its Limited Liability Company Agreement on said date.
WHEREAS, Nexstar Finance, Inc. and Nexstar Finance, L.L.C. and the Board of
Directors of Nexstar Finance, Inc. and the sole member of Nexstar Finance,
L.L.C. declare it advisable and to the advantage, welfare, and best interests of
said corporation and said limited liability company and their respective sole
stockholder and sole member to merge Nexstar Finance, L.L.C. with and into
Nexstar Finance, 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 Finance, Inc. and duly approved by
the sole member of Nexstar Finance, 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 Finance, Inc. and Nexstar Finance, 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 Finance, 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 Nexstar Finance, L.L.C., which is hereinafter
sometimes referred to as the "terminating company", 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 Company 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 Company 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 Company 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 officer, authorized persons and sole member of the Terminating
Company 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.
IN WITNESS WHEREOF, this Agreement of Merger is hereby executed as of this
___ day of July 2002.
Nexstar Finance, Inc.
By: _________________________
Name: Xxxxxxx Xxxxx
Title: Secretary
Nexstar Finance, L.L.C.
By: __________________________
Name: Xxxxxxx Xxxxx
Title: Secretary
