iHeartMedia 2007 Annual Report Download - page 116

nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or
person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive
officer of such registrant; (ii) as to any other business that the shareholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting
and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is
made, and a description of all agreements, arrangements and understandings between such shareholder and beneficial owner, if
any, and any other person or persons (including their names) in connection with the proposal of such business by such
shareholder; and (iii) as to the shareholder giving the notice and the beneficial owners if any on whose behalf the nomination or
proposal is made (A) the name and address of such shareholder, as they appear on the Corporation’s books, and of such
beneficial owner, if any, and (B) the class and number of shares of the Corporation which are owned beneficially and of record by
such shareholder and such beneficial owner, if any, as of the date of such notice. The
(c) Notwithstanding anything in this section to the contrary, in the event that the number of directors to be elected to the Board
of Directors of the Corporation is increased and there is no public announcement specifying the size of the increased Board of
Directors made by the Corporation at least one hundred and thirty (130) days prior to the first anniversary of the preceding year’s
annual meeting of shareholders, a shareholder’s notice required by this section shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at
the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on
which such public announcement is first made by the Corporation.
(d) Only such business shall be conducted at a special meetin
g
of shareholders as shall have been brou
g
ht before the meetin
g
pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a
special meeting of shareholders at which directors are to be elected pursuant to the Corporation’s notice of meetin
g
(i) by or at the
direction of the Board of Directors or (ii) by any shareholder of the Corporation who is a shareholder of record at the time of giving
of notice provided for in this section, who is entitled to vote at the meeting and who complies with the notice procedures set forth
in this section. In the event the Corporation calls a special meeting of shareholders for the purpose of electing one or more
directors to the Board of Directors, any such shareholder may nominate a person or persons (as the case may be) for election to
the Board of Directors may be made at such a special meeting of shareholders if the shareholder’s notice required by Section 5(b)
of this Article shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier
than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of
business on the later of the nintieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which
public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to
be elected at such meeting. In no event shall the
3