Quarterly Report — Form 10-Q
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-Q Paxson Communications, Inc. Form 10-Q 21 142K
13: EX-10.100 Asset Purchase Agreement 40 175K
14: EX-10.101 Asset Purchase Agreement 41 177K
15: EX-10.102 Asset Purchase Agreement 45 190K
16: EX-10.103 Construction Agreement 9 37K
17: EX-10.104 Loan Agreement 29 120K
18: EX-10.105 Asset Purchase Agreement 44 184K
19: EX-10.106 Asset Purchase Agreement 42 176K
20: EX-10.107 Agreement and Plan of Merger 34 110K
21: EX-10.107.01 First Amendment to Agreement and Plan of Merger 3 17K
22: EX-10.108 Asset Purchase Agreement 41 174K
23: EX-10.109 Option Agreement 9 35K
24: EX-10.110 Subordinated Note 13 50K
25: EX-10.111 Asset Purchase Agreement 40 142K
26: EX-10.112 Asset Purchase Agreement 40 169K
27: EX-10.113 Time Brokerage Agreement 28 96K
28: EX-10.114 Purchase Agreement 17 63K
29: EX-10.115 Asset Purchase Agreement 32 138K
30: EX-10.116 Asset Purchase Agreement 32 148K
31: EX-10.117 Asset Purchase Agreement 32 144K
32: EX-10.118 Asset Purchase Agreement 33 147K
33: EX-10.119 Time Brokerage Agreement 16 70K
34: EX-10.120 Loan Agreement 28 109K
35: EX-10.121 Second Amendment to Asset Purchase Agreement 6 22K
36: EX-10.122 Asset Purchase Agreement 41 180K
37: EX-10.123 Asset Purchase Agreement 94 303K
38: EX-10.124 Loan Agreement 52 170K
39: EX-10.125 Time Brokerage Agreement 28 98K
40: EX-10.126 Option Agreement 18 64K
2: EX-10.89 Amended as Restated Promissory Note 6 25K
3: EX-10.90 First Anemdment to Loan Agreement 2 15K
4: EX-10.91 Asset Purchase Agreement 15 73K
5: EX-10.92 Asset Purchase Agreement 41 174K
6: EX-10.93 The Brokerage Agreement 29 97K
7: EX-10.94 Asset Purchase Agreement 38 173K
8: EX-10.95 First Amendment 2 15K
9: EX-10.96 Promissory Note 4 21K
10: EX-10.97 Stock Purchase Agreement 42 199K
11: EX-10.98 Asset Purchase Agreement 42 178K
12: EX-10.99 Asset Purchase Agreement 42 177K
41: EX-27 Financial Data Schedule (For SEC Use Only) 1 12K
EX-10.107.01 — First Amendment to Agreement and Plan of Merger
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EXHIBIT 10.107.1
FIRST AMENDMENT TO AGREEMENT AND
PLAN OF MERGER
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the "Amendment"), is
dated as of June 27, 1996, by and among Devon W. Paxson ("Devon"), Todd L.
Paxson ("Todd" and together with Devon, individually, a "Stockholder" and
collectively, the "Stockholders"), Pax Jax, Inc., a Florida corporation (the
"PCC Subsidiary"), Paxson Communications Corporation, a Delaware corporation
("PCC"), and Todd Communications, Inc., a Florida corporation (the "Company").
RECITALS
A. The parties hereto are parties to an Agreement and Plan of Merger (the
"Merger Agreement"), dated as of April 12, 1996, which provides for the merger
of the Company with and into the PCC Subsidiary with the PCC Subsidiary being
the surviving corporation. As part of such merger, all of the issued and
outstanding shares of Common Stock, par value $1.00 per share, of the Company
will be converted into the right to receive Class A Common Stock, par value
$.001 per share, of PCC.
B. The parties hereto desire to amend the Merger Agreement.
AGREEMENTS
In consideration of the above recitals and of the mutual agreements and
covenants contained in this Amendment and in the Merger Agreement, the parties
hereto, intending to be bound legally, agree as follows:
1. Amendment. Section 1.7(c) of the Merger Agreement is hereby amended
in its entirety to read as follows:
"(c) PCC Shares. The shares of Company Common Stock issued
and outstanding immediately prior to the Effective Time shall be
converted into the right to receive an aggregate number of shares
of the Class A Common Stock, par value $.001 per share, of PCC (the
"PCC Shares") equal to (i) $5,000,000, minus the principal amount
outstanding of all indebtedness of the Company as of the Effective
Time together with any unpaid interest or other unpaid charges
accrued on such indebtedness on or before the Effective Time,
divided by (ii) $11. The PCC Shares shall be apportioned between
the Stockholders pro rata in accordance with their respective
ownership interest in the Company immediately prior to the
Effective Time. As of the Effective Time, all shares of Company
Common Stock
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shall be no longer outstanding and shall automatically be canceled
and retired and shall cease to exist, and each holder of a
certificate representing any such share of Company Common Stock
shall cease to have any rights with respect thereto except the right
to receive the PCC Shares in the amount set forth herein.
2. Governing Law. This Amendment shall be governed, construed and
enforced in accordance with the laws of the State of Florida (without regard to
the choice of law provisions thereof).
3. Counterparts. This Amendment may be signed in counterparts with the
same effect as if the signature on each counterpart were upon the same
instrument.
4. Effect of Amendment. Except as expressly modified hereby, the
provisions of the Merger Agreement shall remain unchanged and shall remain in
full force and effect.
5. Reference to Merger Agreement. It shall not be necessary to refer
to this Amendment in any reference to the Merger Agreement. Any reference to
the Merger Agreement shall be a reference to the Merger Agreement as amended
hereby.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
as of the day and year first above written.
PAX JAX, INC.
By: /s/ Lowell W. Paxson
-----------------------------------
Name: Lowell W. Paxson
Title: Chairman
/s/ Todd L. Paxson
---------------------------------------
Todd L. Paxson
/s/ Devon W. Paxson
--------------------------------------
Devon W. Paxson
PAXSON COMMUNICATIONS CORPORATION
By: /s/ Lowell W. Paxson
----------------------------------
Name: Lowell W. Paxson
Title: Chairman
TODD COMMUNICATIONS, INC.
By: /s/ Devon W. Paxson
----------------------------------
Name: Devon W. Paxson
Title: President
Dates Referenced Herein
| Referenced-On Page |
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This ‘10-Q’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
Filed on: | | 8/13/96 | | | | | | | None on these Dates |
For Period End: | | 6/30/96 |
| | 6/27/96 | | 1 |
| | 4/12/96 | | 1 |
| List all Filings |
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