iHeartMedia 2010 Annual Report Download - page 171

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(v) Legal Restrictions; Other Restrictions. The restrictions on Transfer contained in this Agreement, including those
specified in this Section 6, are in addition to any prohibitions and other restrictions on transfer arising under any applicable
laws, rules or regulations, and the Optionee may not Transfer Received Shares to any other Person unless the Optionee first
takes all reasonable and customary steps, to the reasonable satisfaction of the Company, to ensure that such Transfer would
not violate, or be reasonably expected to restrict or impair the respective business activities of the Company or any of its
subsidiaries under, any applicable laws, rules or regulations, including applicable securities, antitrust or U.S. federal
communications laws, rules and regulations. The restrictions on Transfer contained in this Agreement are in addition to any
other restrictions on Transfer to which the Optionee may be subject, including any restrictions on Transfer contained in the
Company’s certificate of incorporation (including restrictions therein relating to federal communications laws), or any
other agreement to which the Optionee is a party or is bound or any applicable lock-up rules and regulations of any
national securities exchange or national securities association.
(vi) Impermissible Transfers. Any Transfer of Received Shares not made in compliance with the terms of this
Section 6 shall be null and void ab initio, and the Company shall not in any way give effect to any such Transfer.
(vii) Period. Upon the occurrence of a Change of Control, all the Transfer restrictions of this Section 6 shall
terminate.
(b) Drag Rights.
(i) Sale Event Drag Along. If the Company notifies the Optionee in writing that it has received a valid Drag Along
Sale Notice (as defined in the Stockholders Agreement) pursuant to the Stockholders Agreement and that Capital IV has
informed the Company that it desires to have the Optionee participate in the transaction that is the subject of the Drag
Along Sale Notice, then the Optionee shall be bound and obligated to Transfer in such transaction the percentage of the
aggregate number of Shares with respect to which this Option is then vested and exercisable and Received Shares then held
by the Optionee that the Company notifies the Optionee is equal to the percentage of Equity Shares held by the Sponsors
and their Affiliates that the Sponsors and Affiliates are transferring in such transaction, on the same terms and conditions
as the Sponsors and their Affiliates with respect to each Equity Share Transferred. With respect to a given transaction that
is the subject of a Drag Along Notice, the Optionee’s obligations under this Section 6(b) shall remain in effect until the
earlier of (1) the consummation of such transaction and (2) notification by the Company that such Drag Along Sale Notice
has been withdrawn.
(ii) Waiver of Appraisal Rights. The Optionee agrees not to demand or exercise appraisal rights under Section 262 of
the Delaware General Corporate Law, as amended, or otherwise with respect to any transaction subject to this Section 6(b),
whether or not such appraisal rights are otherwise available.
4