Exhibit 10.6
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER approved on May 20, 1996 by Q
Broadcasting, Inc., a business corporation organized under the laws of the State
of Delaware, by resolution adopted by its stockholders on said date, and has
been approved on May 20, 1996 by Odyssey Communications, Inc., a business
corporation organized under the laws of the State of Delaware, and by resolution
by its stockholders on said date.
1. Q Broadcasting, Inc. and Odyssey Communications, Inc. shall file
applications for the approval by the Federal Communications Commission ("FCC")
to the transfer to Odyssey Communications, Inc. of all licenses issued by the
FCC to Q Broadcasting, Inc. ("FCC Consent"). After receipt of the FCC Consent
and at the "Effective Time," which shall be the time and date of filing of the
Certificate of Merger of Q Broadcasting, Inc. and Odyssey Communications, Inc.
in the form attached hereto as Exhibit A ("Certificate of Merger") with the
Secretary of State of Delaware in accordance with the provisions of the Delaware
General Corporation Law, Q Broadcasting, Inc. shall, pursuant to the provisions
of the Delaware General Corporation Law, be merged with and into Odyssey
Communications, Inc., which shall be the surviving corporation upon the
effective date of the merger (sometimes hereinafter referred to as the
"surviving corporation") and shall continue to exist as said corporation under
its present name pursuant to the provisions of the Delaware General Corporation
Law. The separate existence of Q Broadcasting, Inc. (sometimes hereinafter
referred to as the "terminating corporation") shall cease at the Effective Time.
2. At the Effective Time, the Certificate of Incorporation of the
surviving corporation as amended by the Certificate of Amendment of Certificate
of Incorporation Before Payment of any Part of the Capital, and as amended by
the Certificate of Merger, to wit, the total number of shares of stock which the
surviving corporation shall have authority to issue is 2,000, all of which shall
be of the par value of one cent ($.01) each, shall be the Certificate of
Incorporation of said surviving corporation and shall continue in full force and
effect until amended and changed in the manner prescribed by the provisions of
the Delaware General Corporation Law.
3. At the Effective Time, the by-laws of the surviving shall
continue in full force and effect as the by-laws of the surviving corporation
until amended and changed in the manner prescribed by the provisions of the
Delaware General Corporation Law.
4. At the Effective Time, the directors and officers in office of
the surviving corporation 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. At the Effective Time, each issued share of the terminating
corporation shall be converted into .432 shares of the surviving corporation.
After the Effective Time, holders of shares of the terminating corporation shall
present to the surviving corporation at its principal place of business for
transfer, their respective shares of the terminating corporation for shares in
the surviving corporation in accordance with the foregoing conversion ratio.
The issued shares of the surviving corporation shall not be converted or
exchanged in any manner, but each said share which is issued as of the Effective
Time shall continue to represent on issued share of the surviving corporation.
6. At the Effective Time, the surviving corporation shall issue to
each of Xxxxxx Xxxxxxxxx and Xxxxx Xxxxxxxxx 216 shares of the surviving
corporation.
7. In the event that the merger of the terminating corporation with
and into the surviving corporation shall have been fully authorized in
accordance with the provisions of the Delaware General Corporation Law, the
terminating corporation and the surviving corporation hereby stipulate that they
will cause to be executed and filed and/or 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 herein and elsewhere to effectuate the merger.
8. The Board of Directors and the proper officers of the terminating
corporation and of the surviving corporation, respectively 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 and Plan of Merger or
of the merger herein provided for.
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IN WITNESS WHEREOF, the parties to this Agreement and Plan of Merger,
pursuant to the approval and authority provided by resolutions duly adopted by
the stockholders of Q Broadcasting, Inc. and the stockholders of Odyssey
Communications, Inc., have caused this Agreement to be duly executed as of the
20th day of May, 1996.
ODYSSEY COMMUNICATIONS, INC.
By: ________________________________
Name: Xxxxxxx Xxxxxxxxxxx
Title: President
Q BROADCASTING, INC.
By: ________________________________
Name: Xxxxxx Xxxxxxxx
Title: Vice President
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