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EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
OF
CHANCELLOR MEDIA CORPORATION OF LOS ANGELES,
A DELAWARE CORPORATION,
CAPSTAR RADIO BROADCASTING PARTNERS, INC.,
A DELAWARE CORPORATION,
AND
SBI HOLDING CORPORATION,
A DELAWARE CORPORATION,
INTO
CAPSTAR COMMUNICATIONS, INC.,
A DELAWARE CORPORATION
DATED AS OF NOVEMBER 19, 1999
Pursuant to the provisions of Section 251 of the Delaware General
Corporation Law (the "DGCL"), Chancellor Media Corporation of Los Angeles, a
Delaware corporation ("CMCLA"), Capstar Radio Broadcasting Partners, Inc., a
Delaware corporation ("Capstar Radio"), and SBI Holding Corporation, a Delaware
corporation ("SBI") (collectively, the "Merged Corporations"), and Capstar
Communications, Inc., a Delaware corporation ("CCI" and, together with the
Merged Corporations, the "Constituent Corporations"), enter into this Agreement
and Plan of Merger (the "Agreement") for the purpose of merging the Merged
Corporations with and into CCI.
Therefore, the parties agree to the following plan of merger (the "Plan
of Merger"):
PLAN OF MERGER
1. The Merger. The Merged Corporations shall merge (the "Merger") with
and into CCI in accordance with the provisions of the DGCL. At the Effective
Date (as defined below), the separate existence of the Merged Corporations shall
cease to exist, and CCI shall continue in existence as the surviving corporation
of the Merger (the "Surviving Corporation") pursuant to the provisions of the
DGCL.
2. Effect of Merger. At the Effective Date, all of the property,
rights, privileges, franchises, patents, trademarks, licenses, registrations and
other assets and obligations of every kind and description of the Merged
Corporations shall be transferred to, vested in and devolve upon the Surviving
Corporation without further act or deed, and all property, rights, obligations
and every other interest of CCI and the Merged Corporations shall be as
effectively the property of the Surviving Corporation as they were of CCI and
the Merged Corporations, respectively; and CCI
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expressly agrees to assume and discharge, at the Effective Date, all of the
liabilities and obligations of the Merged Corporations.
3. Effective Date. The Merger shall become effective upon the filing of
the certificate of merger with the Delaware Secretary of State, or at such later
date specified in such certificate of merger (the "Effective Date").
4. Effect on Capital Stock.
(i) Outstanding Capital Stock of CMCLA. Each share of common
stock, $.01 par value, of CMCLA ("CMCLA Common Stock") issued and outstanding
immediately prior to the Effective Date (other than shares of CMCLA Common Stock
held as treasury shares by CMCLA) shall, by virtue of the Merger and without any
action on the part of the holder thereof, be converted into one share of a
validly issued, fully paid and nonassessable share of the common stock, $.01 par
value, of the Surviving Corporation ("Surviving Corporation Common Stock").
(ii) Outstanding Capital Stock of Capstar Radio. Each share of
common stock, $.01 par value, of Capstar Radio ("Capstar Radio Common Stock")
issued and outstanding immediately prior to the Effective Date shall, by virtue
of the Merger and without any action on the part of the holder thereof, be
canceled and retired and cease to exist at the Effective Date.
(iii) Outstanding Capital Stock of SBI. Each share of common
stock, $.01 par value, of SBI ("SBI Common Stock") issued and outstanding
immediately prior to the Effective Date shall, by virtue of the Merger and
without any action on the part of the holder thereof, be canceled and retired
and cease to exist at the Effective Date.
(iv) Outstanding Capital Stock of CCI. Each share of common
stock, $.01 par value, of CCI ("CCI Common Stock") issued and outstanding
immediately prior to the Effective Date shall, by virtue of the Merger and
without any action on the part of the holder thereof, be canceled and retired
and cease to exist at the Effective Date. Each share of 12 5/8% Series E
Cumulative Exchangeable Preferred Stock due October 31, 2006 of CCI issued and
outstanding immediately prior to the Effective Date shall remain outstanding and
shall be unaffected by the Merger.
(v) Treasury Shares. Each share of CMCLA Common Stock, Capstar
Radio Common Stock, SBI Common Stock and CCI Common Stock which is held as a
treasury share by CMCLA, Capstar Radio, SBI and CCI, respectively, immediately
prior to the Effective Date shall, by virtue of the Merger and without any
action on the part of such persons, be canceled and retired and cease to exist
at the Effective Date.
5. Certificate of Incorporation. The Certificate of Incorporation of
CCI in effect immediately prior to the Effective Date shall be the Certificate
of Incorporation of the Surviving Corporation, except that Article I of such
Certificate of Incorporation shall be amended and restated in its entirety so
that said article shall be and read as follows:
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"ARTICLE I
NAME
The name of the Corporation is AMFM OPERATING INC. (the
"Corporation")."
The Certificate of Incorporation of the Surviving Corporation shall continue in
full force and effect until amended and changed in the manner prescribed by the
provisions of the DGCL.
6. Bylaws. The bylaws of CCI in effect immediately prior to the
Effective Date shall be the bylaws of the Surviving Corporation and shall
continue in full force and effect until changed, altered or amended as therein
provided and in the manner prescribed by the provisions of the DGCL.
7. Directors and Officers. The directors and officers of CCI in office
immediately prior to the Effective Date shall be the directors and officers of
the Surviving Corporation, all of whom shall hold their directorships and
offices until their successors are duly elected and qualified.
8. Authorization. The officers of CCI are each hereby authorized and
directed to cause to be executed and filed and recorded any document or
documents prescribed by the laws of the State of Delaware, and to cause to be
performed all necessary acts therein and elsewhere required or necessary to
effectuate the Merger.
9. Approval of Merger. The approval of this Agreement by each of the
Merged Corporations and CCI was duly authorized by all actions required by the
laws of Delaware and by their constituent documents.
10. Termination. At any time prior to the Effective Date,
notwithstanding the approval of this Agreement by the stockholders of all or any
of the Constituent Corporations (the "Voting Parties"), this Agreement may be
terminated by the board of directors of any Constituent Corporation.
11. Amendment. The board of directors of any Constituent Corporation
may amend this Agreement at any time prior to the Effective Date, provided that
an amendment made subsequent to the adoption of the Agreement by the Voting
Parties of any Constituent Corporation shall not (a) alter or change the amount
or kind of shares, securities, cash, property and/or rights to be received in
exchange for or on conversion of all or any of the shares (or any class or
series thereof) or other securities of such Constituent Corporation, (b) alter
or change any term of the certificate of incorporation of the Surviving
Corporation to be effected by the Merger, or (c) alter or change any of the
terms and conditions of the Agreement if such alteration or change would
adversely affect the holders of any class or series of such shares or other
securities of such Constituent Corporation.
12. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware, without regard to any
applicable conflicts of law.
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13. 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 one or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.
14. Severability. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement in any other jurisdiction. If any provision of this Agreement is so
broad as to be unenforceable, such provision shall be interpreted to be only so
broad as is enforceable.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective as of the date first written above.
MERGED CORPORATIONS:
CHANCELLOR MEDIA CORPORATION OF
LOS ANGELES
By: /s/ W. Xxxxxxxx Xxxxxx
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W. Xxxxxxxx Xxxxxx
Senior Vice President and Chief
Accounting Officer
CAPSTAR RADIO BROADCASTING
PARTNERS, INC.
By: /s/ W. Xxxxxxxx Xxxxxx
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W. Xxxxxxxx Xxxxxx
Senior Vice President and Chief
Accounting Officer
SBI HOLDING CORPORATION
By: /s/ W. Xxxxxxxx Xxxxxx
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W. Xxxxxxxx Xxxxxx
Senior Vice President and Chief
Accounting Officer
CCI:
CAPSTAR COMMUNICATIONS, INC.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Senior Vice President and
Assistant Secretary
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The undersigned Secretary or Assistant Secretary of CMCLA hereby
certifies that the approval of this Agreement by CMCLA was duly authorized by
unanimous approval of the stockholders of CMCLA and by all action required by
the Delaware General Corporation Law and by its constituent documents.
CHANCELLOR MEDIA CORPORATION OF
LOS ANGELES
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
Vice President-Finance and
Assistant Secretary
The undersigned Secretary or Assistant Secretary of Capstar Radio
hereby certifies that the approval of this Agreement by Capstar Radio was duly
authorized by approval of the sole stockholder of Capstar Radio and by all
action required by the Delaware General Corporation Law and by its constituent
documents.
CAPSTAR RADIO BROADCASTING
PARTNERS, INC.
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
Vice President and Assistant
Secretary
The undersigned Secretary or Assistant Secretary of SBI hereby
certifies that the approval of this Agreement by SBI was duly authorized by
approval of the sole stockholder of SBI and by all action required by the
Delaware General Corporation Law and by its constituent documents.
SBI HOLDING CORPORATION
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
Vice President and Assistant
Secretary
The undersigned Secretary or Assistant Secretary of CCI hereby
certifies that the approval of this Agreement by CCI was duly authorized by
approval of the sole stockholder of CCI and by all action required by the
Delaware General Corporation Law and by its constituent documents.
CAPSTAR COMMUNICATIONS, INC.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Senior Vice President and
Assistant Secretary
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