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EXHIBIT 7.1
VOTING AGREEMENT AND IRREVOCABLE PROXY
This VOTING AGREEMENT AND IRREVOCABLE PROXY (this "AGREEMENT AND
PROXY") is entered into as of March 30, 1999 by and between Xxxxxxx Xxxx Xxxxxxx
("XXXXXXX") and Xxxxx Xxxxxxx ("XXXXXXX").
WHEREAS, in order to induce Xxxxxxx to continue negotiations with
American Independent Network, Inc. (the "COMPANY") for the possible acquisition
of certain shares of common stock of the Company (the "COMMON STOCK") to be
issued to Xxxxxxx, Xxxxxxx is requiring Xxxxxxx to execute and deliver this
Agreement and Proxy.
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:
1. Voting Agreement. Xxxxxxx agrees that, from and following the date
hereof and continuing until September 30, 1999, Xxxxxxx will at all times, with
respect to any matters on which shares of Common Stock are entitled to vote,
vote any and all shares of Common Stock which Xxxxxxx is entitled to vote in the
manner directed by Xxxxxxx in writing.
2. Irrevocable Proxy. In order to implement the voting agreement set
forth in Section 1, until September 30, 1999, Xxxxxxx hereby grants to Xxxxxxx,
with full power of substitution, a proxy (a "PROXY") to vote, on all matters on
which the Common Stock is entitled to vote, any and all shares of Common Stock
which Xxxxxxx is entitled to vote and to give written consents in lieu of voting
such Common Stock, in the same manner as other shares of Common Stock are voted
or written consents are given. Xxxxxxx acknowledges that Xxxxxxx'x Proxy is
coupled with an interest, and Xxxxxxx agrees that Xxxxxxx'x Proxy shall be
irrevocable and shall survive the death, disability or incapacity of Xxxxxxx.
Xxxxxxx shall have the right to vote or exercise (or refrain from voting or
exercising) the Proxy at any time and from time to time as he may elect in his
sole discretion.
3. Transfer of Common Stock. Xxxxxxx agrees that he will not transfer
any shares of Common Stock to any person or entity unless such person or entity
agrees in writing to be bound by the provisions of this Agreement and Proxy.
Xxxxxxx agrees that any attempted transfer in violation of this Section 3 shall
be null and void ab initio. Each transferee of Common Stock that is required
pursuant to this Section 3
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to agree in writing to be bound by the provisions of this Agreement and Proxy
shall be deemed to be Xxxxxxx for purposes of this Agreement and Proxy.
4. Right of Equitable Relief. Xxxxxxx acknowledges that monetary
damages are an inadequate remedy with respect to any breach of this Agreement
and Proxy by Xxxxxxx. Without limiting any other remedies that may be available
to Xxxxxxx, Xxxxxxx expressly agrees that Xxxxxxx shall have the right to
specific performance of this Agreement and Proxy with respect to Xxxxxxx and
shall not be required to post any bond or other security in connection with any
equitable remedy.
5. Notices. All notices, requests, consents or other communications
required or permitted under this Agreement and Proxy shall be in writing and
shall be deemed to have been duly given or delivered by any party (i) when
received by such party if delivered by hand, (ii) upon confirmation when
delivered by telecopy, (iii) within one day after being sent by recognized
overnight delivery service or (iv) within five business days after being mailed
by first-class mail, postage prepaid, and in each case addressed as follows:
If to Xxxxxxx:
0000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx 00000
If to Xxxxxxx:
XX Xxx 00
Xxxxxxx, Xxxxx 00000
Any party by written notice to the other parties pursuant to this
Section may change the address to whom notices or copies thereof shall be
directed.
6. Binding Effect of this Agreement. This Agreement and Proxy (i)
constitutes the entire agreement between the parties relating to the subject
matter hereof, and (ii) supersedes all previous understandings and agreements
between the parties relating to the subject matter hereof, both oral and
written. The terms and conditions of this Agreement and Proxy shall inure to the
benefit of and be binding upon the respective successors and permitted assigns
of the parties hereto. Nothing in this Agreement and Proxy, express or implied,
is intended to confer upon any party, other than the parties hereto and their
respective permitted assigns, any rights, remedies, obligations or liabilities
under or by reason of this Agreement and Proxy and
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no person who is not a party to this Agreement and Proxy may rely on the terms
hereof.
7. Assignment. Neither party to this Agreement and Proxy may assign his
rights or delegate his obligations hereunder without the prior written consent
of the other party. Any such attempted assignment shall be null and void ab
initio.
8. Remedies. All rights and remedies under this Agreement and Proxy are
cumulative, not exclusive, and shall be in addition to all rights and remedies
available to either party at law or in equity.
9. Construction. This Agreement and Proxy shall be construed and
enforced in accordance with and governed by the laws of the State of Texas,
without regard to the conflicts of law principles thereof.
IN WITNESS WHEREOF, this Agreement and Proxy has been executed and
delivered as of the date first set forth above.
/s/ XXXX XXXXXXX
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XXXX XXXXXXX
/s/ XXXXX XXXXXXX
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XXXXX XXXXXXX
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