1
EXHIBIT 2.7
CONSENT TO AMENDMENT
OF
AGREEMENT AND PLAN OF MERGER
AND
ESCROW AGREEMENT
This CONSENT TO AMENDMENT, dated as of October 10, 1995 (this
"Consent"), is given in respect of the Agreement and Plan of Merger (the
"Merger Agreement") dated as of July 13, 1995 among Channel America Television
Network, Inc. ("Channel America"); Evro Network, Inc. (the "Subsidiary"); Evro
Corporation (the "Purchaser"), which owns all of the issued and outstanding
shares of capital stock of Subsidiary; and Xxxxx X. Post, Xxxxx Xxxxxx, Xxxxxx
Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxxxx X. Xxxx, Xxxxxx Xxxxx, Xxxxx Xxxxxxx and
Xxxxxx Xxxxxxx, individually and/or in their capacities as representative of
the parties (collectively, the "Stockholders") as set forth in the Merger
Agreement; and the Escrow Agreement dated as of July 13, 1995 (the "Escrow
Agreement") by and among Channel America; the Purchaser; the Shareholders; and
Scolaro, Shulman, Xxxxx, Xxxxxx & Xxxxxxxx, P.C., as escrow agent thereunder
(the "Escrow Agent").
W I T N E S S E T H:
WHEREAS, Channel America, Subsidiary, the Purchaser and the
Shareholders have entered into the Merger Agreement, a copy of which is
attached hereto as Exhibit "A", and Channel America, the Purchaser, the
Shareholders and the Escrow Agent have entered into the Escrow Agreement, a
copy of which is attached hereto as Exhibit "B", pursuant to which agreements
the parties thereto have set forth certain terms for a proposed acquisition of
Channel America by the Purchaser and the Subsidiary; and
WHEREAS, Channel America, the Purchaser and the Escrow Agent
have entered into an Amendment Agreement to Stock Purchase Agreement, Agreement
of Plan and Merger [sic], and Escrow Agreement dated as of September 18, 1995
and a Second Amended Agreement to Stock Purchase Agreement, Agreement of Plan
and Merger, and Escrow Agreement dated as of October 10, 1995 (together the
"Amendment Agreements"), copies of which are attached hereto as Exhibit "C" and
Exhibit "D", respectively, in order to amend the terms of the Merger Agreement,
the Escrow Agreement and the Stock Purchase
1
2
Agreement dated July 13, 1995 by and among Channel America and the Purchaser;
and
WHEREAS, Section 9 of the Escrow Agreement requires the
express written consent of all of the parties thereto in order to modify the
Escrow Agreement, and Section 11.2 of the Merger Agreement requires the
execution by each of the parties thereto of a written agreement in order to
amend the provisions of the Merger Agreement;
NOW, THEREFORE, in consideration of the premises and for good
and valuable consideration, and pursuant to the terms of the Merger Agreement
and the Escrow Agreement, the parties hereto agree as follows:
Section 1. Consent to Amendment.
Channel America, the Subsidiary, the Purchaser, the
Shareholders and the Escrow Agent hereby consent to and agree to the amendment
of the terms of the Merger Agreement and the Escrow Agreement, each in
accordance with the terms of the Amendment Agreements.
Section 2. Representations and Warranties.
Each party hereto represents and warrants to the other parties
hereto that (i) it has the power to enter into this Consent and (ii) this
Consent has been duly authorized, executed and delivered by it.
Section 3. Confirmation.
The effectiveness of this Consent shall not operate as or
constitute a waiver of any rights, powers or remedies of any party to the
Merger Agreement, the Escrow Agreement or the Amendment Agreement, or a
modification of any right, power or remedy of any party to such agreements,
and, except as expressly provided herein and in the Amendment Agreements, all
terms and provisions of such agreements shall remain in full force and effect
and unchanged and are hereby ratified and confirmed in all respects.
Section 4. Counterpart Execution.
This Consent may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
2
3
Section 5. Headings.
Section headings in this Consnet are included herein for
convenience of reference only and shall not constitute a part of this Waiver
for any other purpose.
Section 6. Entire Agreement.
There are no oral or side agreements among the parties
affecting this Consent, and this Consent contains the entire agreement of the
parties with respect to the matters contained in this Consent.
IN WITNESS WHEREOF, the parties hereto have caused this
Consent to be executed by their respective officers thereunto duly authorized
as of the date first above written.
CHANNEL AMERICA TELEVISION NET
By: /s/Xxxxx X. Post
----------------------------------
Nane: Xxxxx X. Post
Title: Chairman
EVRO CORPORATION
By: /s/Xxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
EVRO NETWORK, INC.
By: /s/Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
SCOLARO, SHULMAN, XXXXX, XXXXXX &
XXXXXXXX, P.C.
By: /s/Xxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Title:
3
4
XXXXX X. POST
/s/Xxxxx A Post
----------------------------
Xxxxxx Capital Management
/s/Xxxxxxx Xxxxxxxxxxx
----------------------------
Vice President
XXXXXX XXXXXXX
----------------------------
XXXXXX XXXXXX
/s/Xxxxxx Xxxxxx
----------------------------
XXXXXXXX XXXX
----------------------------
XXXXXX XXXXX
/s/Xxxxxx Xxxxx
----------------------------
XXXXX XXXXXXX
----------------------------
XXXXXX XXXXXXX
/s/Xxxxxx Xxxxxxx
----------------------------
4
