iHeartMedia 2003 Annual Report Download - page 119

(b) Suspension. The agreements contained in Subsection (a) of this
Section 2.1 shall not apply to prevent the parties to the Buy-Sell Agreement
from exercising any and all rights thereunder and shall not apply during the
pendency of a Business Combination Transaction approved by a majority of the
Independent Directors.
ARTICLE 3
RESTRICTIONS ON TRANSFER
Section 3.1 Transfer Restrictions Applicable to the Shareholder. The
parties hereto agree that from and after the date hereof the Shareholder may, at
any time, directly or indirectly, sell, transfer any beneficial interest in,
pledge, hypothecate or otherwise dispose, or offer or enter into any agreement
or understanding to sell, any Voting Securities; provided, however, the
Shareholder agrees that he may not sell Voting Securities to a Person, who after
consummation of such sale, will beneficially own, directly or indirectly, more
than 20% of the outstanding Voting Securities of the Company, except (a) upon
the prior consent of a majority of the Independent Directors specifically
expressed in a resolution; (b) in connection with a tender offer or exchange
offer, Business Combination Transaction, or a similar transaction recommended by
a majority of the Independent Directors; (c) in response to a tender offer or
exchange offer not approved by the Independent Directors if (X) no Shareholder,
directly or indirectly, initiated or commenced or advised, assisted, encouraged,
induced or acted as a financing source for others to commence such tender offer
or exchange offer; (Y) holders of no less than 51% (excluding the Voting
Securities beneficially owned by the Shareholder) of the total outstanding
Voting Securities (including the Voting Securities beneficially owned by the
Shareholder) subject to the tender offer or exchange offer have affirmatively
accepted such offer and deposited the Voting Securities in accordance with the
terms of the offer; and (Z) no Shareholder made any public or private disclosure
of its intention to participate in the tender offer or exchange offer prior to
acceptance by no less than 51% of the total outstanding Voting Securities as
described in (Y) above; or (d) in connection with a Business Combination
Transaction, whether or not recommended by a majority of the Independent
Directors, that occurred by operation of law, provided that the Shareholder was
otherwise in compliance with this Agreement.
Section 3.2 Voting Restrictions.
(a) Non-Class Voting. In connection with any matter in which a
Shareholder has voting rights related to Voting Securities not entitled to vote
separately as a class but that vote together with all other Voting Securities
not entitled to vote separately as a class on such matter, the number of votes
which such Shareholder shall be entitled to cast at its sole discretion with
respect to such matter shall not exceed one vote fewer than twenty percent (20%)
of the aggregate number of votes entitled to be cast thereon by all securities
of the Company entitled to vote on such matter, less the votes entitled to be
cast by any other Shareholder not entitled to vote separately as a class.
(b) Class Voting. In connection with any matter in which the
Shareholder has voting rights which are entitled to be counted separately as
part of a class of securities entitled to vote as a class on such matter, the
number of votes which the Shareholder shall be entitled to cast at his sole
discretion with respect to such matter shall not exceed one vote fewer than
twenty
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