Certificate of Merger Between Bastet Broadcasting, Inc. and Mission Broadcasting of Wichita Falls, Inc.

Summary

This document certifies the merger of Bastet Broadcasting, Inc. and Mission Broadcasting of Wichita Falls, Inc., both Delaware corporations. Mission Broadcasting of Wichita Falls, Inc. will be the surviving corporation and will continue under its current name and certificate of incorporation. The merger was approved by both companies in accordance with Delaware law. The agreement of merger is available for inspection at the surviving corporation's office and can be provided to any stockholder upon request.

EX-2.3 5 dex23.txt CERTIFICATE OF MERGER OF BASTET BROADCASTING, INC. Exhibit 2.3 CERTIFICATE OF MERGER OF BASTET BROADCASTING, INC. a Delaware corporation AND MISSION BROADCASTING OF WICHITA FALLS, INC. a Delaware corporation In accordance with Section 251 of the General Corporation Law of the State of Delaware It is hereby certified that: 1. The constituent business corporations participating in the merger herein certified are: (i) Bastet Broadcasting, Inc., which is incorporated under the laws of the State of Delaware; and (ii) Mission Broadcasting of Wichita Falls, Inc. which is incorporated under the laws of the State of Delaware. 2. An Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 251 of the General Corporation Law of the State of Delaware. 3. The name of the surviving corporation in the merger herein certified is Mission Broadcasting of Wichita Falls, Inc., which will continue its existence as said surviving corporation under its present name upon the effective date of said merger pursuant to the provisions of the General Corporation Law of the State of Delaware. 4. The certificate of incorporation of Mission Broadcasting of Wichita Falls, Inc., as now in force and effect, shall continue to be the certificate of incorporation of said surviving corporation until amended and changed pursuant to the provisions of the General Corporation Law of the State of Delaware. 5. The executed Agreement of Merger between the aforesaid constituent corporations is on file at an office of the aforesaid surviving corporation, the address of which is as follows: 544 Red Rock Drive, Wadsworth, Ohio 44281. 6. A copy of the aforesaid Agreement of Merger will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations. IN WITNESS WHEREOF, the undersigned have executed this Certificate of Merger as of this 30th day of September, 2002. 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