iHeartMedia 2003 Annual Report Download - page 130

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or finance in whole or in part, any action prohibited by any clause of this
Subsection (a) of Section 2.1 if such action were taken by the Shareholders or
their Affiliates or which action would be prohibited by any clause of this
Subsection (a) of Section 2.1 if such third party were a Shareholder or an
Affiliate of a Shareholder.
(b) Suspension. The agreements contained in Subsection (a) of
this Section 2.1 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 Shareholders. The
parties hereto agree that from and after the date hereof the Shareholders and
their Affiliates 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 Shareholders agree that they and their Affiliates 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, 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 or Affiliate of a 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 Shareholders and their Affiliates) of the total
outstanding Voting Securities (including the Voting Securities beneficially
owned by the Shareholders and their Affiliates) 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 or
Affiliate of a 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 Shareholders and
their Affiliates were otherwise in compliance with this Agreement.
Section 3.2 Notice of Distributions. In connection with any dividend or
distribution of Voting Securities to the holders of equity interests of any
Shareholder that is a partnership, corporation or other entity, each Shareholder
that is a partnership, corporation or other entity severally agrees to provide
the Company with at least ten (10) days prior written notice of such dividend or
distribution to its equity holders.
5