iHeartMedia 2003 Annual Report Download - page 128

"SUBSIDIARY" or "SUBSIDIARIES" of any Person means another Person, an
amount of the voting securities, other voting ownership or voting partnership
interests of which is sufficient to elect at least a majority of its board of
directors or other governing body (or, if there are no such voting interests,
50% or more of the equity interests of which) is owned directly or indirectly by
such first Person.
"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 Shareholders.
(a) General. The Shareholders jointly and severally covenant
and agree 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
Shareholders and their Affiliates 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 Shareholders and their Affiliates 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 Shareholders and their Affiliates 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;
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