STOCKHOLDER AGREEMENT
This STOCKHOLDER AGREEMENT (the "Agreement"), dated as of this 28th day of
February, 2000, is entered into by and between Clear Channel Communications,
Inc., a Texas corporation ("Parent"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Stockholder").
W I T N E S S E T H:
WHEREAS, Parent, CCU II Merger Sub, Inc., a Delaware corporation ("Merger
Sub"), and SFX Entertainment, Inc., a Delaware corporation (the "Company"), have
entered into an Agreement and Plan of Merger of even date herewith (as the same
may be amended from time to time the "Merger Agreement"), pursuant to which the
parties thereto have agreed, upon the terms and subject to the conditions set
forth therein, to merge Merger Sub with and into the Company (the "Merger");
WHEREAS, as of the date hereof, the Stockholder is the record or beneficial
owner of the number of shares (the "Shares") of Class A common stock, par value
$0.01 per share, of the Company (the "Company Class A Common Stock"), and of
Class B common stock, par value $0.01 per share, of the Company (the "Company
Class B Common Stock" and, together with the Company Class A Common Stock, the
"Company Common Stock"), set forth on Schedule I attached hereto; and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has required that the Stockholder agree, and the Stockholder
is willing to agree, to the matters set forth herein. Except as specified
herein, terms defined in the Merger Agreement are used herein as defined
therein.
NOW, THEREFORE, in consideration of the foregoing and the agreements set
forth below, the parties hereto agree as follows:
1. Definitions. Capitalized terms not expressly defined in this Agreement
shall have the meanings ascribed to them in the Merger Agreement. For purposes
of this Agreement:
(a) "Affiliate" of any Person means another Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with, such first Person.
(b) "Amendment Proposal" shall mean the proposal to amend the
Company's Amended and Restated Certificate of Incorporation as contemplated
in Section 3.3 of the Merger Agreement.
(c) "Beneficially Own" or "Beneficial Ownership" with respect to any
securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3(a)(1) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), including pursuant to any
agreement, arrangement or understanding, whether or not in writing.
(d) "Person" shall mean an individual, corporation, limited liability
company, partnership, joint venture, association, trust, unincorporated
organization or other entity.
2. Voting Agreement. From the date of this Agreement and ending as of the
Termination Date, the Stockholder hereby agrees to vote (or cause to be voted)
all of the Shares (and any and all securities issued or issuable in respect
thereof) which the Stockholder is entitled to vote (or to provide his written
consent thereto), at any annual, special or other meeting of the stockholders of
the Company, and at any adjournment or adjournments thereof, or pursuant to any
consent in lieu of a meeting or otherwise:
(a) in favor of the Merger and the approval and adoption of the terms
contemplated by the Merger Agreement and the Amendment Proposal and any
actions required in furtherance thereof;
(b) against any action or agreement that is reasonably likely to
result in a breach in any material respect of any covenant, representation
or warranty or any other obligation of the Company under the Merger
Agreement; and
(c) except for all such actions which may be permitted to the Company
under the Merger Agreement, against (i) any extraordinary corporate
transaction, such as a merger, rights offering, reorganization,
recapitalization or liquidation involving the Company or any of its
subsidiaries other than the Merger, (ii) a sale or transfer (other than to
a subsidiary of the Company) of assets of the Company or any of its
material subsidiaries comprising more than 15% of the assets of the Company
on a consolidated basis, (iii) any change in a majority of the Board of
Directors of the Company other than in connection with an annual meeting of
the stockholders of the Company with respect to the slate of directors
proposed by the incumbent Board of Directors of the Company (in which case
he agrees to vote for the slate proposed by the incumbent Board) or (iv)
any action that is reasonably likely to materially impede, interfere with,
delay, postpone or adversely affect in any material respect the Merger and
the transaction contemplated by the Merger Agreement;
provided, however, that in the event the Parent Common Stock Market Value at the
time any annual, special or other meeting of the stockholders of the Company is
first convened to consider the Merger (or on the date of any consent in lieu of
such a meeting) is less than $69.72 per share, then notwithstanding the
foregoing provisions of this Section 2, the Stockholder may, at his option,
either (i) vote all the Shares in favor of the Merger, the Merger Agreement and
the Amendment Proposal (collectively, the "Merger Proposals") or (ii) in any
class vote of the holders of Company Class A Common Stock on the approval and
adoption of the Merger Proposals, vote the Shares in a manner consistent (either
all "FOR" or all "AGAINST") with the vote of the holders of a majority of the
holders of Company Class A Common Stock who vote FOR or AGAINST the Merger
Proposals.
3. Capture.
(a) In the event that any of the Shares are sold, transferred,
exchanged, canceled or disposed of in connection with or as a result of any
Acquisition Proposal that is in
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existence on or that has been otherwise made prior to the Termination Date
(an "Alternative Disposition") then, within five business days after the
closing of such Alternative Disposition, the Stockholder shall tender and
pay to, or shall cause to be tendered and paid to, Parent, or its designee,
in immediately available funds, 30% of the Profit realized from such
Alternative Disposition. As used in this Section 3(a), "Profit" shall mean
an amount equal to the excess, if any, of (i) the Alternative Transaction
Consideration over (ii) the Current Transaction Consideration. As used in
this Section 3, Alternative Transaction Consideration shall mean all cash,
securities, settlement or termination amounts, notes or other debt
instruments, and other consideration received or to be received, directly
or indirectly, by the Stockholder (as well as any members of the
Stockholder's family and/or his Affiliates to whom he has transferred
Shares after the date hereof pursuant to Section 4(a)(vi) below) in respect
of the Shares in connection with or as a result of such Alternative
Disposition or any agreements or arrangements (including, without
limitation, any employment agreement (except a bona fide employment
agreement pursuant to which the Stockholder is required to devote, and
under which the Stockholder in good faith intends to devote, substantially
all of his business time and effort to the performance of executive
services for the Company in a manner substantially similar to Stockholder's
current employment arrangements with the Company), consulting agreement,
non-competition agreement, confidentiality agreement, settlement agreement
or release agreement) entered into, directly or indirectly, by the
Stockholder as a part of or in connection with the Alternative Disposition
or associated Acquisition Proposal. As used in this Agreement, Current
Transaction Consideration shall mean the sum of all amounts to be received,
directly or indirectly, by the Stockholder pursuant to Article II of the
Merger Agreement as well as the value of all Options to be received by the
Stockholder in connection with the Merger and the aggregate amount of all
other payments or other consideration to be received by the Stockholder as
a direct result of the Merger.
(b) For purposes of determining Profit under this Section 3, (i) all
non-cash items shall be valued based upon the fair market value thereof as
determined by an independent expert selected by Parent and who is
reasonably acceptable to Stockholder, (ii) all deferred payments or
consideration shall be discounted to reflect a market rate of net present
value thereof as determined by the above-referenced independent expert,
(iii) all contingent payments will be assumed to have been paid and (iv) if
less than all of the Shares are subject to the Alternative Disposition,
then the Current Transaction Consideration shall be deemed to be an amount
equal to the Current Transaction Consideration multiplied by a fraction,
the numerator of which is the number of the Shares sold, transferred,
exchanged, canceled or disposed of in such Alternative Disposition and the
denominator of which is the total number of the Shares. In the event any
contingent payments included in the determination of Profits ultimately are
not paid pursuant to an Alternative Disposition, then Parent shall
reimburse Stockholder for any amounts paid to Parent hereunder in respect
of such uncollected contingent payments promptly after receipt of written
notice of such non payment, unless the Stockholder has not used its best
efforts to receive such contingent payments.
(c) In the event that after the date of this Agreement, the amount of
consideration to be received by the holders of Company Common Stock in
connection with the Merger should be increased (a "Second Transaction"),
then, as may be requested by Parent, Stockholder shall either (i) execute
and deliver to Parent such documents or instruments as may
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be necessary to waive the right to receive 30% of such increase to the
extent that such increase results in any Profit or (ii) tender and pay, or
cause to be tendered and paid, to Parent, or its designee, in immediately
available funds 30% of the Profit realized from such Second Transaction. As
used in this Section 3(c), Profit shall mean an amount equal to the excess,
if any, of (y) the Second Transaction Consideration over (z) the Current
Transaction Consideration. As used in this Agreement, Second Transaction
Consideration shall mean all cash, securities, settlement or termination
amounts, notes or other debt instruments, and other consideration received
or to be received, directly or indirectly, by the Stockholder (as well as
any members of the Stockholder's family and/or his Affiliates to whom he
has transferred Shares after the date hereof pursuant to Section 4(a)(vi)
below) in respect of the Shares in connection with or as a result of the
Second Transaction or any agreements or arrangements (including, without
limitation, any employment agreement (except a bona fide employment
agreement pursuant to which the Stockholder is required to devote, and
under which Stockholder in good faith intends to devote, substantially all
of his business time and effort to the performance of executive services
for the Company in a manner substantially similar to Stockholder's current
employment arrangements with the Company), consulting agreement,
non-competition agreement, confidentiality agreement, settlement agreement
or release agreement) entered into, directly or indirectly, by the
Stockholder as a part of or in connection with the Second Transaction.
4. Covenants, Representations and Warranties of the Stockholder and Parent.
(a) The Stockholder hereby represents, warrants and covenants to
Parent as follows:
(i) Ownership. As of the date of this Agreement, the Stockholder
is either (A) the record and Beneficial Owner of, or (B) the
Beneficial Owner but not the record holder of, the number of issued
and outstanding Shares set forth on Part A of Schedule I hereto and
the Options and SARs set forth on Part B of Schedule I hereto. As of
the date of this Agreement, the Shares set forth on Part A of Schedule
I hereto constitute all of the issued and outstanding Shares owned of
record or Beneficially Owned by the Stockholder. Except as otherwise
set forth in Part A to Schedule I, the Stockholder has sole power of
disposition, sole power of conversion, sole power to demand appraisal
rights and sole power to agree to all of the matters set forth in this
Agreement, in each case with respect to all of the Shares set forth on
Part A of Schedule I hereto, with no material limitations,
qualifications or restrictions on such rights, subject to applicable
securities laws, the terms of this Agreement and to the right of
pledgees under the pledge agreements entered into in connection with
bona fide lending transactions that are not entered into in connection
with an Acquisition Proposal.
(ii) Power; Binding Agreement. The Stockholder has the legal
capacity, power and authority to enter into and perform all of the
Stockholder's obligations under this Agreement. This Agreement has
been duly and validly executed and delivered by the Stockholder and
constitutes a valid and binding agreement of the Stockholder,
enforceable against the Stockholder in accordance with its terms
(except as such enforceability may be limited by applicable
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bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally and by general equitable principles
(regardless of whether enforceability is considered in a proceeding in
equity or at law)). There is no beneficiary or holder of a voting
trust certificate or other interest of any trust of which the
Stockholder is trustee whose consent is required for the execution and
delivery of this Agreement or the consummation by the Stockholder of
the transactions contemplated hereby. If the Stockholder is married
and the Shares constitute community property, this Agreement has been
duly authorized, executed and delivered by, and constitutes a valid
and binding agreement of, the Stockholder's spouse, enforceable
against such person in accordance with its terms (except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally
and by general equitable principles (regardless of whether
enforceability is considered in a proceeding in equity or at law)).
(iii) No Conflicts. Except for filings under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), no filing with,
and no permit, authorization, consent or approval of, any state or
federal public body or authority is necessary for the execution of
this Agreement by the Stockholder and the consummation by the
Stockholder of the transactions contemplated hereby, except where the
failure to obtain such consent, permit, authorization, approval or
filing would not materially interfere with the Stockholder's ability
to perform his obligations hereunder, and none of the execution and
delivery of this Agreement by the Stockholder, the consummation by the
Stockholder of the transactions contemplated hereby or compliance by
the Stockholder with any of the provisions hereof shall (A) result in
a violation or breach of, or constitute (with or without notice or
lapse of time or both) a default (or give rise to any third party
right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any
material note, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument
or obligation of any kind to which the Stockholder is a party or by
which the Stockholder or any of his properties or assets may be bound,
or (B) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to the Stockholder or any of
the Shares, in each such case except to the extent that any conflict,
breach, default or violation would not interfere with the ability of
the Stockholder to perform its obligations hereunder.
(iv) No Encumbrances. Except (A) as required by Sections 2 and 3,
(B) for pledges or encumbrances created in compliance with Section
4(a)(vi), and (C) items listed in Schedule I, at all times during the
term hereof, all of the Shares will be held by the Stockholder, an
Affiliate of the Stockholder, by a nominee or custodian for the
benefit of the Stockholder, or by a family member of the Stockholder
(subject to the conditions set forth in clause (vi) below) free and
clear of all liens, claims, security interests, proxies, voting trusts
or agreements, understandings or arrangements or any other
encumbrances whatsoever, except
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for any liens, claims, understandings or arrangements that do not
limit or impair Stockholder's ability to perform his obligations under
this Agreement.
(v) No Solicitation. The Stockholder shall comply with the terms
of Section 5.10 of the Merger Agreement to the extent such terms would
be applicable to him.
(vi) Restriction on Transfer, Proxies and Non-Interference.
Except as otherwise contemplated by the Merger Agreement or this
Agreement, from and after the date of this Agreement and ending on the
Termination Date, the Stockholder shall not, and shall cause each of
his Affiliates who Beneficially Own any of the Shares not to, directly
or indirectly without the consent of Parent in respect of any
Acquisition Proposal or otherwise: (A) offer for sale, sell, transfer,
tender, pledge, encumber, assign or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with
respect to or consent to the offer for sale, sale, transfer, tender,
pledge, encumbrance, assignment or other disposition of (each, a
"Transfer"), any or all of the Shares, or any interest therein, (B)
grant any proxies or powers of attorney, deposit any Shares into a
voting trust or enter into a voting agreement with respect to any
Shares, (C) enter into any agreement or arrangement providing for any
of the actions described in clause (A) or (B) above or (D) take any
action that would reasonably be expected to have the effect of
preventing or disabling the Stockholder from performing the
Stockholder's obligations under this Agreement; provided, however, the
Stockholder may, without the consent of Parent, (x) Transfer his
Shares to members of his family and/or Affiliates, further provided,
however, that such transferees agree to be bound by the terms of this
Agreement and such transferred Shares shall continue to constitute
"Shares" hereunder; and (y) pledge or encumber all or any portion of
the Shares in connection with a bona fide lending transaction with any
institutional lender that is not entered into in connection with an
Acquisition Proposal, provided that the Stockholder shall not be in
default of any obligation securing such pledge. The Stockholder will
provide Parent with notice of any pledge of the Shares.
(vii) Waiver of Appraisal Rights. The Stockholder hereby waives,
and shall cause any of its Affiliates who hold of record any of the
Shares to waive, any rights of appraisal or rights to dissent from the
Merger that the Stockholder or such Affiliate may have.
(viii) Further Assurances. From time to time, at Parent's request
and without further consideration, the Stockholder shall execute and
deliver such additional documents as may be necessary or desirable to
consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.
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(b) Parent hereby represents, warrants and covenants to the
Stockholder as follows:
(i) Organization, Standing and Corporate Power. Parent is a
corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization, with full
corporate power and authority to own its properties and carry on its
business as presently conducted. Parent has the corporate power and
authority to enter into and perform all of its obligations under this
Agreement and to consummate the transactions contemplated hereby.
(ii) No Conflicts. No filing with, and no permit, authorization,
consent or approval of, any state or federal public body or authority
is necessary for the execution of this Agreement by Parent and the
consummation by Parent of the transactions contemplated hereby, except
where the failure to obtain such consent, permit, authorization,
approval or filing would not interfere with its ability to perform its
obligations hereunder, and none of the execution and delivery of this
Agreement by Parent, the consummation by Parent of the transactions
contemplated hereby or compliance by Parent with any of the provisions
hereof shall (A) conflict with or result in any breach of any
applicable organizational documents applicable to Parent, (B) result
in a violation or breach of, or constitute (with or without notice or
lapse of time or both) a default (or give rise to any third party
right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any
note, bond, mortgage, indenture, license, contract, commitment,
arrangement, understanding, agreement or other instrument or
obligation of any kind to which Parent is a party or by which Parent
or any of Parent's properties or assets may be bound, (C) require any
consent, approval, authorization or permit of, registration,
declaration or filing (except for filings under the Exchange Act)
with, or notification to, any government entity, (D) require any
material consent, authorization or approval of any person other than a
governmental entity, or (E) violate any order, writ, injunction,
decree, judgment, order, statute, rule or regulation applicable to
Parent or any of Parent's properties or assets, in each such case
except to the extent that any conflict, breach, default or violation
would not interfere with the ability of Parent to perform its
obligations hereunder.
(iii) Execution, Delivery and Performance by Parent . The
execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby have been duly
and validly authorized by the Board of Directors of Parent, and Parent
has taken all other actions required by law, its Amended and Restated
Articles of Incorporation and its Bylaws to consummate the
transactions contemplated by this Agreement. This Agreement
constitutes the valid and binding obligations of Parent and is
enforceable in accordance with its terms, except as enforceability may
be subject to bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to or affecting creditors' rights
generally.
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(c) The Stockholder hereby represents and warrants to Parent that the
Board of Directors of the Company has approved the terms of this Agreement
and the transactions contemplated herein and such approval is sufficient to
render inapplicable to this Agreement and the transactions contemplated
herein the provisions of Section 203 of the Delaware General Corporation
Law.
6. Stop Transfer. From and after the date of this Agreement and ending as
of the first to occur of the Effective Time or the Termination Date, the
Stockholder will not request that the Company register the transfer (book-entry
or otherwise) of any certificate or uncertificated interest representing any of
the Shares, except as otherwise contemplated hereby.
7. Recapitalization; Option Exercise. In the event of a stock dividend or
distribution, or any change in the Shares (or any class thereof) by reason of
any split-up, recapitalization, combination, exchange of shares or the like, the
term "Shares" shall include, without limitation, all such stock dividends and
distributions and any shares into which or for which any or all of the Shares
(or any class thereof) may be changed or exchanged as may be appropriate to
reflect such event. The term "Shares" shall also include any shares of Company
Common Stock with respect to which the Stockholder acquires record or Beneficial
Ownership after the date of this Agreement and prior to the Termination Date.
8. Stockholder Capacity. The Stockholder does not make any agreement or
understanding herein in the Stockholder's capacity as a director or officer of
the Company. The Stockholder executes this Agreement solely in his capacity as a
record owner and/or Beneficial Owner of the Shares and nothing herein shall
limit or affect any actions taken by the Stockholder or any designee of the
Stockholder in his capacity as an officer or director of the Company or any of
its Subsidiaries.
9. No Conversion. The Stockholder will not, prior to the Termination Date,
convert any of the shares of Company Class B Common Stock that he Beneficially
Owns into shares of Company Class A Common Stock.
10. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereof.
(b) Amendments, Waivers, Etc. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated, except
upon the execution and delivery of a written agreement executed by the
parties hereto.
(c) Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall
be deemed to have been duly received if so given) by hand delivery,
telegram, telex or telecopy, or by mail (registered or certified mail,
postage prepaid, return receipt requested) or by any courier service, such
as Federal Express,
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providing proof of delivery. All communications hereunder shall be
delivered to the respective parties at the following addresses or the
addresses set forth on the signature pages hereto:
If to Stockholder: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
One East River Place
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
with a copy to: Winston & ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to Parent: Clear Channel Communications, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to: Akin, Gump, Strauss, ▇▇▇▇▇ & ▇▇▇▇, L.L.P.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. Mount
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth
above.
(d) Severability. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of
any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not
affect any other provision or portion of any provision in such
jurisdiction, and this Agreement will be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or unenforceable provision
or portion of any provision had never been contained herein.
(e) Specific Performance. Each of the parties hereto recognizes and
acknowledges that a breach by the Stockholder of any covenants or
agreements contained in this Agreement will cause the Parent to sustain
damages for which it would not have an adequate remedy at law for money
damages, and therefore each of the parties hereto agrees that in the event
of any such breach the Parent shall be entitled to the remedy of specific
performance of
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such covenants and agreements and injunctive and other equitable relief in
addition to any other remedy to which they may be entitled, at law or in
equity.
(f) Remedies Cumulative. All rights, powers and remedies provided
under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise
of any other such right, power or remedy by such party.
(g) No Waiver. The failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any
other party hereto with its obligations hereunder, and any custom or
practice of the parties at variance with the terms hereof, shall not
constitute a waiver by such party of its right to exercise any such or
other right, power or remedy or to demand such compliance.
(h) No Third Party Beneficiaries. This Agreement is not intended to be
for the benefit of, and shall not be enforceable by, any person or entity
who or which is not a party hereto; provided that, in the event of the
Stockholder's death, the benefits and obligations of the Stockholder
hereunder shall inure to his successors and heirs.
(i) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware, without giving effect to
the principles of conflicts of law thereof.
(j) Jurisdiction. Each party hereby irrevocably submits to the
exclusive jurisdiction of the Court of Chancery in the State of Delaware in
any action, suit or proceeding arising in connection with this Agreement,
and agrees that any such action, suit or proceeding shall be brought only
in such court (and waives any objection based on forum non conveniens or
any other objection to venue therein); provided, however, that such consent
to jurisdiction is solely for the purpose referred to in this paragraph and
shall not be deemed to be a general submission to the jurisdiction of said
Court or in the State of Delaware other than for such purposes. Each party
hereto hereby waives any right to a trial by jury in connection with any
such action, suit or proceeding.
(k) Descriptive Headings. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Agreement.
(l) Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same Agreement. This Agreement shall
not be effective as to any party hereto until such time as this Agreement
or a counterpart thereof has been executed and delivered by each party
hereto.
(m) Trust Funds. In the event that any party hereto should receive any
funds that are to be paid to another party pursuant to the terms of this
Agreement, then the receiving party shall hold such funds in trust for the
benefit of the party entitled to receive such funds and
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shall promptly pay such funds to the party entitled to receive such funds
in accordance with this Agreement.
10. Termination. This Agreement shall terminate without any further action
on the part of any party hereto on the first to occur of the Effective Time or
the Termination Date (as such terms are defined in the Merger Agreement).
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STOCKHOLDER AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the Stockholder and a duly authorized officer of Parent on the day and year
first written above.
PARENT:
CLEAR CHANNEL COMMUNICATIONS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Executive Vice President
and Chief Financial Officer
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
STOCKHOLDER:
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
12
SCHEDULE I
Part A
Name of Owner Shares
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 270,455 shares of Company Class A Common Stock
259,302 shares of Company Class B Common Stock
Part B
Name of Owner Other Securities
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 887,500 Options and Warrants
13
