Exhibit 2.2
AGREEMENT OF MERGER
OF
BASTET BROADCASTING, INC.
(a Delaware corporation)
AND
MISSION BROADCASTING OF WICHITA FALLS, INC.
(a Delaware corporation)
AGREEMENT OF MERGER entered into on September 30, 2002 by Bastet
Broadcasting, Inc., a business corporation of the State of Delaware, and
approved by resolution adopted by its Board of Directors on said date, and
entered into on September 30, 2002 by Mission Broadcasting of Wichita Falls,
Inc., a business corporation of the State of Delaware, and approved by
resolution adopted by its Board of Directors on said date.
WHEREAS Bastet Broadcasting, Inc. is a business corporation of the State of
Delaware with its registered office therein located at 2711 Centerville Road,
Suite 400, City of Wilmington, County of New Castle; and
WHEREAS the total number of shares of stock which Bastet Broadcasting, Inc.
has authority to issue is 1,000, all of which are of one class with a par value
of $1.00 per share.
WHEREAS Mission Broadcasting of Wichita Falls, Inc. is a business
corporation of the State of Delaware with its registered office therein located
at 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle;
and
WHEREAS the total number of shares of stock which Mission Broadcasting of
Wichita Falls, Inc. has authority to issue is 1,000, all of which are of one
class with a par value of $1.00 per share; and
WHEREAS Bastet Broadcasting, Inc. and Mission Broadcasting of Wichita
Falls, Inc. and the respective Boards of Directors thereof declare it advisable
and to the advantage, welfare, and best interests of said corporations and their
respective stockholders to merge Bastet Broadcasting, Inc. with and into Mission
Broadcasting of Wichita Falls, Inc. 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 entered into by Bastet
Broadcasting, Inc. and approved by a resolution adopted by its Board of
Directors and being thereunto duly entered into by Mission Broadcasting of
Wichita Falls, Inc. and approved by a resolution adopted by its Board of
Directors, 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. Bastet Broadcasting, Inc. and Mission Broadcasting of Wichita Falls,
Inc. shall, pursuant to the provisions of the General Corporation Law of the
State of Delaware, be merged with and into a single corporation, to wit, Mission
Broadcasting of Wichita Falls, 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 General Corporation Law of the State of Delaware. The separate
existence of Bastet Broadcasting, Inc., which is sometimes hereinafter referred
to as the "terminating corporation", shall cease at the said effective time in
accordance with the provisions of said General Corporation Law of the State of
Delaware.
2. The Certificate of Incorporation of the surviving corporation, as now in
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.
3. The present by-laws of the surviving corporation will be the by-laws of
said surviving corporation and will continue in full force and effect until
changed, altered, or amended as therein provided and in the manner prescribed by
the provisions of the General Corporation Law of the State of Delaware.
4. The directors and officers in office of the surviving corporation at the
effective time of the merger shall be the members of the first Board of
Directors and the first 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. Each issued share of the terminating corporation shall, at the effective
time of the merger, be surrendered and extinguished. The issued shares of the
surviving corporation shall not be converted or exchanged in any manner, but
each said share which is issued at the effective time of the merger shall
continue to represent one issued share of the surviving corporation.
6. In the event that this Agreement of Merger shall have been fully adopted
upon behalf of the terminating corporation and of the surviving corporation in
accordance with the provisions of the General Corporation Law of the State of
Delaware, the said corporations 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 terminating
corporation and of the surviving corporation 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, the undersigned have executed this Agreement of Merger
as of the date first written above.
BASTET BROADCASTING, INC.
By: /s/ David S. Smith
------------------------------
Name: David S. Smith
Title: President
MISSION BROADCASTING OF WICHITA
FALLS, INC.
By: /s/ David S. Smith
------------------------------
Name: David S. Smith
Title: President