iHeartMedia 2007 Annual Report Download - page 115

than three-tenths of all the shares entitled to vote at the meetin
g
s. Business transacted at all special meetin
g
s shall be confined to
the purposes stated in the notice of the meeting.
Section 5. Special Notice of Shareholder Proposals and Director Nominations.
(a) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be
considered by the shareholders may be made at an annual meeting of shareholders (i) pursuant to the Corporation’s notice of
meeting, (ii) by or at the direction of the Board of Directors, or (iii) by any shareholder of the Corporation who (A) is a shareholder
of record at the time of giving of notice provided for in this section, (B) is entitled to vote at the meeting and (C) complied with the
notice procedures set forth in this section.
(b) For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to this
section, the shareholder must have given timely and proper notice thereof in writing to the Secretary of the Corporation, and such
other business must be a proper matter for shareholder action. To be timely, a shareholder’s notice shall be delivered to the
Secretary of the Corporation at the principal executive offices of the Corporation not less than ninety (90) days nor more than one
hundred twenty (120) days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials for the
preceding year’s annual meeting of shareholders; provided, however, that in the event that the date of the annual meeting is
advanced by more than thirty (30) days or delayed (other than as a result of adjournment) by more than thirty (30) days from the
anniversary of the preceding year’s annual meeting, notice by the shareholder to be timely must be delivered not later than the
close of business on the later of the sixtieth (60th) day prior to such annual meeting or the tenth (10th) day following the day on
which public announcement of the date of such meetin
g
is first made. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of a shareholder’s notice as described above. To
be in proper form, a shareholder’s notice to the Secretary of the Corporation must set forth: (i) as to each person whom the
shareholder proposes to nominate for election or reelection as a director (A) all information relating to such person that is required
to be disclosed in solicitations of proxies for election of directors in a contested election, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (including such
person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (B) a
description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings
during the past three years, and any other material relationships, between or among such shareholder and beneficial owner, if
any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed
nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including,
without limitation all information that would be required to be disclosed pursuant to Rule 404 promul
g
ated under Re
g
ulation S-K if
the shareholder making the
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