Exhibit 2.3
FORM OF AGREEMENT OF MERGER
OF
NEXSTAR FINANCE HOLDINGS, INC.
(a Delaware corporation)
AND
NEXSTAR FINANCING HOLDINGS, 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
Holdings, 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 Financing Holdings, 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 Holdings, Inc and Nexstar Financing Holdings,
L.L.C. and the Board of Directors of Nexstar Finance Holdings, Inc. and the sole
member of Nexstar Financing Holdings, 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 Financing Holdings, L.L.C. with and into Nexstar Finance Holdings, Inc.
pursuant to the provisions of the 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 Holdings, Inc. and duly
approved by the sole member of Nexstar Financing 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 Finance Holdings, Inc. and Nexstar Financing Holdings, 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 Holdings, 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 Financing Holdings, 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.
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IN WITNESS WHEREOF, this Agreement of Merger is hereby executed as of this
___ day of July 2002.
Nexstar Finance Holdings, Inc.
By: _________________________
Name: Xxxxxxx Xxxxx
Title: Secretary
Nexstar Financing Holdings, L.L.C.
By: __________________________
Name: Xxxxxxx Xxxxx
Title: Secretary
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