iHeartMedia 2003 Annual Report Download - page 120

percent (20%) of the aggregate number of votes entitled to be cast thereon by
all securities of such class.
(c) Limitation. If the Shareholder would otherwise be entitled to
cast votes in excess of the number calculated pursuant to clauses (a) and (b)
above, then the balance of such votes shall be cast for, against or abstain in
respect of such matter in the same proportion as the votes cast for, against or
abstain by all other shareholders of the Company entitled to vote on the matter.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
Section 4.1 Representations and Warranties of the Shareholder.
(a) Binding Agreement. The Shareholder represents and warrants as
follows: (i) the Shareholder has the capacity to execute and deliver this
Agreement and to consummate the transactions contemplated hereby and (ii) the
Shareholder has duly and validly executed and delivered this Agreement, and this
Agreement constitutes a legal, valid and binding obligation of the Shareholder,
enforceable against the Shareholder in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws affecting creditors’ rights generally and
by general equitable principles (regardless of whether enforceability is
considered in a proceeding in equity or at law).
(b) No Conflict. The Shareholder represents and warrants that
neither the execution and delivery of this Agreement, nor the compliance with
any of the provisions hereof in each case by the Shareholder (i) requires any
consent, approval, authorization or permit of, registration, declaration or
filing with, or notification to, any Governmental Entity (except for filings
under the Exchange Act or Communications Act), (ii) results in a default (or an
event which, with notice or lapse of time or both, will result in a default) or
gives rise to any right of termination by any third party, cancellation,
amendment or acceleration under any material contract, agreement, instrument,
commitment, arrangement or understanding or results in the creation of a
security interest, lien, charge, encumbrance, equity or claim with respect to
any of the securities of the Company beneficially owned by the Shareholder,
(iii) requires any material consent, authorization or approval of any person
other than a Governmental Entity which has not been obtained, (iv) violates or
conflicts with any order, writ, injunction, decree or law applicable to the
Shareholder or the securities of the Company beneficially owned by the
Shareholder or (v) violates or conflicts with the organizational documents, if
any, of the Shareholder.
(c) Share Ownership. The Shareholder represents and warrants that
(i) except as set forth in Schedule 4.1, the Shareholder is the record owner of
the number of shares of Common Stock of the Company set forth on Schedule 4.1
(the "SHAREHOLDER SHARES"), free and clear of any restriction on the right to
vote the Shareholder Shares; (ii) the Shareholder holds exclusive power to vote
the Shareholder Shares, subject to the limitations set forth in that certain
Voting Agreement, dated October 2, 1999, by and between the Shareholder and the
Company; and (iii) the Shareholder Shares represent all of the shares of capital
stock of the Company owned of record by the Shareholder.
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