iHeartMedia 2004 Annual Report Download - page 118

Termination at least thirty (30) days prior to such termination, and such
termination shall not in and of itself be, nor shall it be deemed to be, a
breach of this Agreement.
For purposes of this Agreement, a "Change in Control" of the
Company means the occurrence of one of the following events:
(1) individuals who, on the Commencement Date,
constitute the Board (the "Incumbent Directors") cease for any reason to
constitute at least a majority of the Board, provided that any person
becoming a director subsequent to the Commencement Date whose election or
nomination for election was approved by a vote of at least two-thirds of
the Incumbent Directors then on the Board (either by a specific vote or by
approval of the proxy statement of the Company in which such person is
named as a nominee for director, without objection to such nomination)
shall be an Incumbent Director; provided, however, that no individual
initially elected or nominated as a director of the Company as a result of
an actual or threatened election contest with respect to directors or as a
result of any other actual or threatened solicitation of proxies by or on
behalf of any person other than the Board shall be an Incumbent Director;
(2) any "person" (as such term is defined in Section
3(a)(9) of the Securities Exchange Act of 1934 (the "Exchange Act") and as
used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes,
after the Commencement Date, a "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing 20% or more of the combined voting power of the
Company’s then outstanding securities eligible to vote for the election of
the Board (the "Company Voting Securities"); provided, however, that an
event described in this paragraph (2) shall not be deemed to be a Change
in Control if any of following becomes such a beneficial owner: (A) the
Company or any majority-owned subsidiary (provided, that this exclusion
applies solely to the ownership levels of the Company or the
majority-owned subsidiary), (B) any tax-qualified, broad-based employee
benefit plan sponsored or maintained by the Company or any majority-owned
subsidiary, (C) any underwriter temporarily holding securities pursuant to
an offering of such securities, (D) any person pursuant to a
Non-Qualifying Transaction (as defined in paragraph (3)), or (E) Executive
or any group of persons including Executive (or any entity controlled by
Executive or any group of persons including Executive).
(3) the approval by the shareholders of the Company of a
merger, consolidation, share exchange or similar form of transaction
involving the Company or any of its subsidiaries, or the sale of all or
substantially all of the Company’s assets (a "Business Transaction"),
unless immediately following such Business Transaction (i) more than 65%
of the total voting power of the entity resulting from such Business
Transaction or the entity acquiring the Company’s assets in such Business
Transaction (the "Surviving Corporation") is beneficially owned, directly
or indirectly, by the Company’s shareholders immediately prior to any such
Business Transaction, and (ii) no person (other than the persons set forth
in clauses (A), (B), or (C) of paragraph (2) above or any tax-qualified,
broad-based employee benefit plan of the Surviving Corporation or
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