iHeartMedia 2010 Annual Report Download - page 165

“Affiliated Fund” means, with respect to any specified Person, (a) an investment fund that is an Affiliate of such Person or that
is advised by the same investment adviser as such Person or by an Affiliate of such investment adviser or such Person or, with respect
to a Person that is a Sponsor or an Affiliate of a Sponsor, (b) any partnership, limited liability company or other legal entity controlled
(i) jointly by the Sponsors and/or their respective Affiliates or (ii) individually by a single Sponsor and/or its Affiliates, in each case
(i) and (ii) that is formed to invest directly or indirectly in the Company.
“Capital IV” means Clear Channel Capital IV, LLC, a Delaware limited liability company formed and jointly controlled by the
Sponsors, and its successors and/or assigns.
“Capital V” means Clear Channel Capital V, L.P., a Delaware limited partnership formed and jointly controlled by the Sponsors,
and its successors and/or assigns.
“Change of Control” means (a) any consolidation or merger of the Company with or into any other corporation or other Person,
or any other corporate reorganization or transaction (including the acquisition of capital stock of the Company), whether or not the
Company is a party thereto, after which the Sponsors and their respective Affiliated Funds and Affiliates do not directly or indirectly
control capital stock representing more than 25% of the economic interests in and 25% of the voting power of the Company or other
surviving entity immediately after such consolidation, merger, reorganization or transaction; (b) any stock sale or other transaction or
series of related transactions, whether or not the Company is a party thereto, after which in excess of 50% of the Company’s voting
power is owned directly or indirectly by any Person and its “affiliates” or “associates” (as such terms are defined the Securities
Exchange Act of 1934, as amended and the rules thereunder), other than the Sponsors and their respective Affiliated Funds and
Affiliates (or a group of Persons that includes such Persons); or (c) a sale of all or substantially all of the assets of the Company to any
Person and the “affiliates” or “associates” of such Person (or a group of Persons acting in concert), other than the Sponsors and their
respective Affiliated Funds and Affiliates (or a group of Persons that includes such Persons).
“Disability” (a) has the meaning given to such term in the Optionee’s employment agreement then in effect, if any, between the
Optionee and the Company or any of its subsidiaries, or (b) if there is no such term in such employment agreement or there is no such
employment agreement then in effect, means the disability of an Optionee during his or her Employment through any illness, injury,
accident or condition of either a physical or psychological nature as a result of which, in the judgment of the Board, he or she is
unable to perform substantially all of his or her duties and responsibilities, notwithstanding the provision of any reasonable
accommodation, for 6 consecutive months during any period of 12 consecutive months.
“Equity Shares” means Shares as such term is used in the Stockholders Agreement.
“Investors” means Capital IV and Capital V and their “Permitted Transferees,” as defined in the Stockholders Agreement.
“Members of the Immediate Family” means, with respect to an individual, each spouse or child or other descendant of such
individual, each trust created solely for the benefit of one or more of the aforementioned persons and their spouses and each custodian
or guardian of any property of one or more of the aforementioned persons in his or her capacity as such custodian or guardian.
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