iHeartMedia 2003 Annual Report Download - page 117
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"13d GROUP" means a group within the meaning of Section 13(d)(3) of the
Exchange Act.
"VOTING POWER" means, with respect to Voting Securities, the maximum
number of votes that the holders of Voting Securities are entitled (at the time
of determination of Voting Power) to vote in the election of directors (except
to the extent such voting rights are contingent upon dividend arrearages or
similar circumstances).
"VOTING SECURITIES" means the Common Stock and any other securities of the
Company or its successors that are entitled by their terms to vote generally in
the election of directors of the Company or its successors and all options,
rights, warrants and other securities convertible into, or exercisable or
exchangeable for, any shares of the Common Stock or other securities possessing
such voting rights.
ARTICLE 2
SHAREHOLDER ACTIVITIES
Section 2.1 Certain Agreements of the Shareholder.
(a) General. The Shareholder covenants and agrees that from and
after the date hereof, except as specifically permitted or contemplated by this
Agreement or unless previously approved in writing by the Company upon the
approval of a majority of the Independent Directors, the Shareholder will not in
any manner, directly or indirectly acting alone or in concert with others:
(i) beneficially own or seek to beneficially own, directly or
indirectly, Voting Securities of the Company such that the aggregate beneficial
ownership of the Shareholder exceeds 20% of the total Voting Securities of the
Company outstanding at any time (such 20% limitation of the total Voting
Securities outstanding from time to time shall be referred to as the "PERCENTAGE
LIMITATION");
(ii) acquire or offer, agree, attempt, seek, propose or
announce an intention to acquire, directly or indirectly, by purchase or
otherwise, any Voting Securities (or any direct or indirect beneficial
ownership, rights, options or interests therein), if after the consummation of
such acquisition the Shareholder would have an aggregate beneficial ownership of
Voting Securities in excess of the Percentage Limitation;
(iii) acquire or offer, agree, attempt, seek, propose or
announce an intention to acquire, directly or indirectly, by purchase or
otherwise, any assets of the Company or any of its successors or Subsidiaries;
(iv) (A) solicit proxies or consents or become a "participant"
in a "solicitation" (as such terms are defined or used in Regulation 14A under
the Exchange Act) of proxies or consents with respect to securities of the
Company or any of its successors or Subsidiaries; (B) initiate any shareholder
proposal or "election contest" (as such term is defined or used in Rule 14a-11
under Exchange Act) with respect to the Company or any of its
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