EXHIBIT -- 10.2
ARTICLES OF MERGER
OF
HISPANO TELEVISION VENTURES, INC.
(A TEXAS CORPORATION)
WITH AND INTO
AMERICAN INDEPENDENT NETWORK, INC.
(A DELAWARE CORPORATION)
1. Pursuant to the provisions of Article 5.04 of the Texas Business
Corporation Act, Hispano Television Ventures, Inc., a Texas corporation (HTV),
will merge with and into American Independent Network, Inc., a Delaware
corporation (AIN)
2. An Agreement and Plan of Merger (the Agreement of Merger) has been
approved in accordance with the provisions of Article 5.03 of the Texas Business
Corporation Act.
3. Under the Agreement of Merger, AIN shall be the surviving corporation
(Surviving Corporation) of the merger of HTV with and into AIN.
4. An executed copy of the Agreement of Xxxxxx will be furnished by the
Surviving Corporation, on written reprint without cost, to any shareholder of
AIN or HTV.
5. As of the date of the approval of the Agreement of Merger, 21,333,334
shares of common stock, $.001 par value per share, of HTV were outstanding and
entitled to vote.
6. Of the outstanding shares entitled to vote on the Agreement of Merger,
all shares of common stock of HTV voted in favor of the Agreement of Merger.
7. As of the date of the approval of the Agreement of Merger, 19,007,466
shares of common stock, $.01 par value per share, of AIN were outstanding and
entitled to vote.
8. Of the outstanding shares entitled to vote on the Agreement of Merger,
16,638,833 shares of common stock of AIN voted in favor of the Agreement of
Merger.
9. The Agreement of Merger was duly authorized by HTV by all action required
under the laws of the State of Texas and by HTVs constituent documents.
10. The Agreement of Merger was duly authorized by AIN by all action
required under the laws of the State of Delaware and by AINs constituent
documents.
11. An executed copy of the Agreement of Merger is on file at the principal
place of business of the Surviving Corporation located at 0000 Xxxxxxx Xxxxxxx,
Xxxxx 000, Xxxxxx Xxxx, Xxxxx 00000.
12. The Surviving Corporation will be responsible and obligated to pay all
fees and franchise taxes due and owing by HTV.
13. The merger shall be effective upon the filing of these Articles of
Merger.
IN WITNESS WHEREOF, these Articles of Xxxxxx have been executed by the duly
authorized officers of HTV and AIN on this 13th day of December, 1999.
HISPANO TELEVISION VENTURES, INC.,
a Texas corporation
By: /s/ X. Xxxx Xxxxxxx
-------------------------
X. Xxxx Xxxxxxx
Title: Chief Executive Officer
AMERICAN INDEPENDENT NETWORK, INC.,
a Delaware corporation
By: /s/ Xxxxx Xxxxxxx
-------------------------
Xxxxx Xxxxxxx
Chief Financial Officer
