iHeartMedia 2003 Annual Report Download - page 127

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"BENEFICIAL OWNER" or "BENEFICIALLY OWNED" or "BENEFICIAL OWNERSHIP"
shall have the meaning assigned to such term in Rule 13d-3 under the Exchange
Act.
"BOARD" or "BOARD OF DIRECTORS" means the board of directors of the
Company, as constituted from time to time.
"BUSINESS COMBINATION TRANSACTION" shall mean (A) a (i) merger, (ii)
consolidation, (iii) "BUSINESS COMBINATION" as defined in Part Thirteen of the
Texas Business Corporation Act as in effect on the date hereof, (iv) compulsory
share exchange, (v) recapitalization or (vi) a transaction in which the Company
or any successor or Subsidiary of the Company is a constituent corporation or to
which the Company or any successor or Subsidiary of the Company is a party or
(B) a sale of a substantial portion of the assets of the Company or any
successor, division or Subsidiary of the Company; provided, however, for
purposes of this Agreement, none of the foregoing shall constitute a "Business
Combination Transaction" if the beneficial ownership of the capital stock of the
Company or the surviving entity (following a merger in which the Company ceases
to exist) immediately after the consummation of the transaction is substantially
the same as the beneficial ownership of the capital stock of the Company
immediately prior to the transaction.
"COMMON STOCK" means the common stock of the Company, par value $0.10
per share.
"COMMUNICATIONS ACT" means the Communications Act of 1934, as amended,
and any regulations promulgated thereunder.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
or any successor federal statute, as in effect from time to time.
"FCC" means the Federal Communications Commission.
"FCC RULE" means any FCC rule, regulation or policy regarding ownership
of, control over, or any relationship with any medium of mass communication.
"GOVERNMENTAL ENTITY" means any government or any agency, bureau,
board, commission, court, department, official, political subdivision, tribunal
or other instrumentality of any government, whether federal, state or local,
domestic or foreign.
"INDEPENDENT DIRECTOR" means, with respect to a matter presented to the
Board of Directors for approval, any member of the Board of Directors who under
the Texas Business Corporation Act, does not have an interest in the matter
presented for approval.
"NON-LISTED ASSETS" means all radio, television, and outdoor
advertising assets owned by any Shareholder or any Affiliate of a Shareholder
from time to time that are not listed on Schedule 4.1 hereto.
"PERSON" means any natural person, firm, individual, business trust,
trust, association, corporation, partnership, joint venture, company,
unincorporated entity or Governmental Entity.
2