iHeartMedia 2003 Annual Report Download - page 126
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EXHIBIT 10.19 - SHAREHOLDERS’ AGREEMENT
SHAREHOLDERS’ AGREEMENT
This SHAREHOLDERS’ AGREEMENT (this "AGREEMENT") is entered into this
10th day of March, 2004 by and among CLEAR CHANNEL COMMUNICATIONS, INC., a Texas
corporation (the "COMPANY"), and the shareholders of the Company listed on the
signature page hereof (the "SHAREHOLDERS").
WITNESSETH:
WHEREAS, the Company, CCU Merger Sub, Inc., a Delaware corporation
("MERGER SUB"), and AMFM INC., a Delaware corporation ("AMFM"), entered into an
Agreement and Plan of Merger, dated October 2, 1999, pursuant to which the
parties thereto agreed, upon the terms and subject to the conditions set forth
therein, to merge the Merger Sub with and into AMFM (the "MERGER");
WHEREAS, the Merger was consummated on August 30, 2000;
WHEREAS, in connection with the Merger, the Company, L. Lowry Mays, 4-M
Partners, Ltd., a Texas limited partnership, and the Shareholders entered into
that certain Shareholders Agreement, dated October 2, 1999 (the "ORIGINAL
SHAREHOLDERS AGREEMENT");
WHEREAS, pursuant to Section 6.1 of the Original Shareholders
Agreement, the Original Shareholders Agreement is being terminated concurrently
herewith; and
WHEREAS, the Company and the Shareholders wish to provide for and
acknowledge certain arrangements and understandings respecting the share
ownership of the Shareholders and certain other matters by entering into this
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the Company and the Shareholders hereby agree as follows:
ARTICLE 1
CERTAIN DEFINITIONS
The following terms, as used in this Agreement, shall have the
respective meanings set forth in this Article 1:
"AFFILIATE" of any Person, means (i) another Person that, directly or
indirectly, through one or more intermediaries controls, is controlled by, or is
under common control with, such first Person; (ii) another Person whose assets
are attributable to such first Person pursuant to the attribution rules and
regulations of the Communications Act; or (iii) another Person who is a member
of a 13d Group with such first Person. Notwithstanding the foregoing, for
purposes of this Agreement, L. Lowry Mays shall not constitute an "Affiliate" of
any Shareholder, and no Shareholder shall constitute an "Affiliate" of L. Lowry
Mays.