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EXHIBIT 10.2
STOCKHOLDERS AGREEMENT
BY AND AMONG
▇▇▇▇▇ ADVERTISING COMPANY
AND
SIGNATORIES LISTED HEREIN
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Dated as of September 15, 1999
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TABLE OF CONTENTS
PAGE
Article 1 DEFINITIONS.......................................................................1
Section 1.1 Definitions..................................................................1
Section 1.2 Rules of Construction........................................................4
Article 2 MANAGEMENT OF THE COMPANY AND CERTAIN ACTIVITIES..................................4
Section 2.1 Board of Directors...........................................................4
2.1.1 Board Representation.........................................................4
2.1.2 Vacancies....................................................................4
2.1.3 Committee Representation.....................................................5
2.1.4 Costs and Expenses...........................................................5
2.1.5 Other Activities of the Holders; Fiduciary Duties............................5
Article 3 CHANCELLOR LOCK-UP................................................................5
Section 3.1 Lock-Up Agreement............................................................5
Article 4 CERTAIN LIMITATIONS...............................................................6
Section 4.1 Transactions with Affiliates.................................................6
Section 4.2 Other Significant Transactions...............................................6
Article 5 LEGENDS...........................................................................7
Section 5.1 Restrictive Legends..........................................................7
5.1.1 Securities Act Legend........................................................7
5.1.2 Other Legends................................................................7
Section 5.2 Termination of Certain Restrictions..........................................7
Article 6 TERMINATION.......................................................................8
Section 6.1 Termination..................................................................8
Article 7 MISCELLANEOUS.....................................................................8
Section 7.1 Financial Statements.........................................................8
Section 7.2 Notices......................................................................9
Section 7.3 Voting of Holders............................................................9
Section 7.4 Governing Law...............................................................10
Section 7.5 Successors and Assigns......................................................10
Section 7.6 Duplicate Originals.........................................................10
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TABLE OF CONTENTS
(continued)
Page
Section 7.7 Severability.......................................10
Section 7.8 No Waivers; Amendments.............................10
Section 7.9 Entire Agreement...................................10
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STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT (this "Stockholders Agreement") dated as of
September 15, 1999, is entered into by and among ▇▇▇▇▇ Advertising Company, a
Delaware corporation (including its successors, the "Company"), and the
securityholders of the Company listed on the signature pages hereof, or who may
execute counterpart signature pages hereto following the date hereof.
In consideration of the premises, mutual covenants and agreements
hereinafter contained and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1 DEFINITIONS.
"AFFILIATE" means, with respect to any Person, any Person
who, directly or indirectly, controls, is controlled by or is under
common control with that Person. For purposes of this definition,
"control" when used with respect to any Person means the power to
direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by
contract or otherwise.
"BENEFICIALLY OWN" OR "BENEFICIAL OWNERSHIP" means
beneficial ownership determined in accordance with Rule 13d-3
promulgated under the Exchange Act.
"CHANCELLOR LA" means Chancellor Media Corporation of Los
Angeles, a Delaware corporation.
"CHANCELLOR DESIGNEE" shall have the meaning provided in
Section 2.1.1(a) hereof.
"CHANCELLOR HOLDERS" means, collectively, Chancellor LA,
Chancellor Mezzanine and any Affiliates of Chancellor LA or
Chancellor Mezzanine who then are parties to this Stockholders
Agreement and who own any Common Stock or Common Stock Equivalents
or any interest therein.
"CHANCELLOR MEZZANINE" means Chancellor Mezzanine Holdings
Corporation, a Delaware corporation.
"CHANGE OF CONTROL" means the occurrence of one or more of
the following events: (i) a majority of the Board of Directors of
the Company shall consist of Persons who are not Continuing
Directors, or (ii) the failure by ▇▇▇▇▇▇ and the Chancellor Holders
collectively to Beneficially Own securities
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having more than 50% of the ordinary voting power for the election
of directors of the Company.
"CLASS A COMMON STOCK" means shares of the Class A Common
Stock, par value $.001 per share, of the Company, and any capital
stock into which such Class A Common Stock hereafter may be
changed.
"CLASS B COMMON STOCK" means shares of the Class B Common
Stock, par value $.001 per share, of the Company, and any capital
stock, other than Class A Common Stock, into which such Class B
Common Stock hereafter may be changed.
"COMMON STOCK" means, collectively, the Class A Common
Stock and the Class B Common Stock.
"COMMON STOCK EQUIVALENTS" means, without duplication with
any other Common Stock or Common Stock Equivalents, any security of
the Company which is convertible into, exercisable for or
exchangeable for, directly or indirectly, Common Stock of the
Company, whether at the time of issuance or upon the passage of
time or the occurrence of some future event.
"COMPANY" shall have the meaning provided in the
introductory paragraph hereof.
"CONTINUING DIRECTOR " means, as of the date of
determination, any Person who (i) is a Chancellor Designee, (ii)
was a member of the Board of Directors of the Company as of the
date hereof, (iii) was nominated for election or elected to the
Board of Directors of the Company with the affirmative vote of a
majority of the Continuing Directors who were members of the Board
of Directors of the Company at the time of such nomination or
election or (iv) is a representative of ▇▇▇▇▇▇ or an Affiliate of
▇▇▇▇▇▇.
"EBITDA" shall have the meaning provided in Section 7.1
hereof.
"EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated by the SEC
thereunder.
"FULLY-DILUTED COMMON STOCK" means, at any time, the then
outstanding Common Stock of the Company plus (without duplication)
all shares of Common Stock issuable, whether at such time or upon
the passage of time or the occurrence of future events, upon the
conversion or exchange of all then outstanding Common Stock
Equivalents.
"GAAP" means generally accepted accounting principles.
"GROUP" means a group of related persons for purposes of
Section 13(d) of the Exchange Act.
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"HOLDER" means (i) any Person (other than the Company)
listed on the signature pages hereof as of the date of this
Stockholders Agreement and (ii) any direct or indirect transferee
of any such Person who elects to become a party to this
Stockholders Agreement by executing and delivering a counterpart
signature page hereto.
"MAJORITY CHANCELLOR HOLDERS" means Chancellor Holders
owning Common Stock and/or Common Stock Equivalents representing a
majority of the Fully-Diluted Common Stock then owned by all
Chancellor Holders.
"PERSON" or "PERSON" means any individual, corporation,
partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization or
government or other agency or political subdivision thereof.
"PURCHASE AGREEMENT" means the Second Amended and Restated
Stock Purchase Agreement, date as of August 11, 1999, by and among
the Company, ▇▇▇▇▇ Media Corp., a Delaware corporation and
wholly-owned subsidiary of the Company (formerly known as ▇▇▇▇▇
Advertising Company), Chancellor Mezzanine and Chancellor LA.
"▇▇▇▇▇▇" means, collectively, the ▇▇▇▇▇▇ Family Limited
Partnership, a Louisiana limited partnership ("RFLP"), and any
Affiliates of RFLP (other than the Company and any of its
Subsidiaries) who then are parties to this Stockholders Agreement
and who own any Common Stock or Common Stock Equivalents or any
interest therein.
"SEC" means the U. S. Securities and Exchange Commission.
"SECURITIES ACT" means the Securities Act of 1933, as
amended, and the rules and regulations promulgated by the SEC
thereunder.
"STOCKHOLDERS AGREEMENT" means this Stockholders Agreement,
as such from time to time may be amended.
"SUBSIDIARY" of any Person means (i) a corporation a
majority of whose outstanding shares of capital stock or other
equity interests with voting power, under ordinary circumstances,
to elect directors, is at the time, directly or indirectly, owned
by such Person, by one or more subsidiaries of such Person or by
such Person and one or more subsidiaries of such Person, and (ii)
any other Person (other than a corporation) in which such Person, a
subsidiary of such Person or such Person and one or more
subsidiaries of such Person, directly or indirectly, at the date of
determination thereof, has (x) at least a majority ownership
interest or (y) the power to elect or direct the election of the
directors or other governing body of such Person.
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SECTION 1.2 RULES OF CONSTRUCTION. Unless the context otherwise
requires
(1) a term has the meaning assigned to it;
(2) "or" is not exclusive;
(3) words in the singular include the plural, and words
in the plural include the singular;
(4) provisions apply to successive events and
transactions; and
(5) "herein," "hereof" and other words of similar import
refer to this Stockholders Agreement as a whole and not to any
particular Article, Section or other subdivision.
ARTICLE 2
MANAGEMENT OF THE COMPANY AND CERTAIN ACTIVITIES
SECTION 2.1 BOARD OF DIRECTORS.
2.1.1 Board Representation.
(a) From and following the date hereof, the Board of Directors
of the Company shall consist of ten (10) individuals. The Majority Chancellor
Holders will be entitled to designate two (2) directors (each a "Chancellor
Designee"). The existence of the right, pursuant to this Section 2.1.1(a), on
the part of the Majority Chancellor Holders to designate certain directors will
in no way limit or impair the right of the Majority Chancellor Holders to vote
their shares of capital stock of the Company as they see fit with respect to the
election of persons to fill seats on the Board of Directors other than the seats
filled as a result of the designation rights under this Section 2.1.1(a).
(b) The Company, from time to time at each appropriate time,
will cause each of the persons theretofore serving as Chancellor Designees (or
other persons designated by the Majority Chancellor Holders as new Chancellor
Designees in replacement of such persons) to be nominated and recommended by the
Board of Directors of the Company for reelection to the Board of Directors of
the Company by the stockholders of the Company upon any expiration of their
respective terms of office.
2.1.2 Vacancies. If, prior to his election to the Board of
Directors of the Company pursuant to Section 2.1.1 hereof, any Chancellor
Designee shall be unable or unwilling to serve as a director of the Company,
then the Majority Chancellor Holders shall be entitled to designate a
replacement Chancellor Designee. If, following an election to the Board of
Directors of the Company pursuant to Section 2.1.1 hereof, any Chancellor
Designee shall resign or be removed or be unable to serve for any reason prior
to the expiration of his term as a director of the Company, then the Majority
Chancellor Holders shall, within thirty (30) days of such event, notify the
Board of Directors of the Company in writing of a replacement Chancellor
Designee, and the Board of Directors
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shall appoint such replacement Chancellor Designee to fill the unexpired term of
the director who such new Chancellor Designee is replacing. If the Majority
Chancellor Holders request that any Chancellor Designee be removed as a director
(with or without cause) by written notice thereof to the Company, then each of
the Holders shall vote all of its or his capital stock in favor of such removal
upon such request.
2.1.3 Committee Representation. So long as the Chancellor
Holders are entitled to designate any director under Section 2.1.1, at least one
(1) of the Chancellor Designees shall be permitted to serve on each committee of
the Board of Directors of the Company (provided that, if such committee has
eligibility requirements that are imposed by a Person other than the Company,
such as independence requirements for the independent committee of the Board of
Directors of the Company, such designee meets those requirements).
Notwithstanding the foregoing, the Executive Committee of the Board of Directors
of the Company shall not be required to have a Chancellor Designee serving on
such committee so long as (i) the actions of such committee are restricted to
the day to day management of the Company in the ordinary course of business and
(ii) each of such actions of such committee is not material to the Company and
its Subsidiaries, taken as a whole.
2.1.4 Costs and Expenses. The Company will pay all reasonable
out-of-pocket expenses incurred by the Chancellor Designees in connection with
the participation by directors in meetings of the Board of Directors (and
committees thereof) of the Company.
2.1.5 Other Activities of the Holders; Fiduciary Duties. It is
understood and accepted that the Holders and their Affiliates have interests in
other business ventures which may be in conflict with the activities of the
Company and its Subsidiaries and that, subject to applicable law, nothing in
this Stockholders Agreement shall limit the current or future business
activities of the Holders whether or not such activities are competitive with
those of the Company and its Subsidiaries. Nothing in this Stockholders
Agreement, express or implied, shall relieve any officer or director of the
Company or any of its Subsidiaries, or any Holder, of any fiduciary or other
duties or obligations they may have to the Company's stockholders.
ARTICLE 3
CHANCELLOR LOCK-UP
SECTION 3.1 LOCK-UP AGREEMENT. Each of Chancellor LA and Chancellor
Mezzanine agrees that, until that date that is twelve (12) months following the
date hereof, such entity will not sell or otherwise transfer any of the shares
of Common Stock acquired pursuant to the Purchase Agreement, or any interest
therein; provided, however, that this Section 3.1 shall not prohibit the
transfer of any such shares (or any interest therein) (i) to any Affiliate of
Chancellor LA or Chancellor Mezzanine in compliance with the other provisions of
this Stockholders Agreement, (ii) in a transaction approved by the Board of
Directors of the Company or (iii) pursuant to a bona fide pledge of such
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shares to a lender or in connection with a foreclosure (or similar proceeding or
remedy) effected with respect to any such pledge.
ARTICLE 4
CERTAIN LIMITATIONS
SECTION 4.1 TRANSACTIONS WITH AFFILIATES. The Company will not, nor
will it permit any of its Subsidiaries to, directly or indirectly, enter into or
engage in any transaction with or for the benefit of any of its Affiliates
(other than transactions between the Company and a wholly owned Subsidiary of
the Company or among wholly owned Subsidiaries of the Company), except for any
such transaction which (i) has been approved in advance in writing by the
Majority Chancellor Holders or (ii) is on terms no less favorable than those
that might reasonably have been obtained in a comparable transaction on an
arm's-length basis from a person that is not an Affiliate. With respect to the
requirement set forth in clause (ii) of the immediately preceding sentence, for
a transaction or series of related transactions involving a value of $1,000,000
or more, such determination will be made in good faith by a majority of the
members of the Board of Directors of the Company and a majority of the
disinterested members of the Board of Directors of the Company, and for a
transaction or series of transactions involving a value of $5,000,000 or more,
the Board of Directors of the Company must receive an opinion from a nationally
recognized investment banking firm that such transaction is (or that such series
of transactions are) fair, from a financial point of view, to the Company or
such Subsidiary, as applicable. Notwithstanding the foregoing, the restrictions
set forth in this Section 4.1 shall not apply to reasonable and customary
directors' fees, reasonable and customary directors' or officers'
indemnification arrangements, or reasonable and customary compensatory
arrangements with officers of the Company.
SECTION 4.2 OTHER SIGNIFICANT TRANSACTIONS. Subject to the provisions
set forth in this Section 4.2, without the prior written approval of the
Majority Chancellor Holders, neither the Company nor any of the Holders will
take any action which would result in (and the Company will not permit any of
its Subsidiaries to take any action which would result in) (i) a Change of
Control or (ii) the acquisition or disposition by the Company and/or any of its
Subsidiaries, in a single transaction or a series of related transactions, of
assets (which shall include, without limitation, capital stock or other equity
interests in any Person) with an aggregate fair market value of $500,000,000 or
more. Notwithstanding the foregoing, the restrictions set forth in this Section
4.2 shall not apply to (a) any transaction pursuant to which all Persons who
owned Common Stock immediately prior to such transaction cease to own any equity
interest in the Company or, if applicable, in the entity that is the successor
to the Company as a result of such transaction, (b) any merger in which all
Persons who owned Common Stock immediately prior to such merger are permitted to
exercise statutory appraisal rights, or (c) any sale of substantially all of the
assets of the Company to a Person that is not an Affiliate of the Company if the
net proceeds of such sale are promptly distributed to the holders of Common
Stock.
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ARTICLE 5
LEGENDS
SECTION 5.1 RESTRICTIVE LEGENDS.
5.1.1 Securities Act Legend. Except as otherwise provided in
Section 5.2 hereof, each certificate evidencing shares of Common Stock issued on
or after the date hereof to a Holder or to a subsequent transferee of such
Holder, shall be stamped or otherwise imprinted with a legend in substantially
the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE SECURITIES OR
"BLUE SKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT PURSUANT TO (i)
A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE
UNDER SUCH ACT, (ii) RULE 144 UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM
REGISTRATION UNDER SUCH ACT.
5.1.2 Other Legends. Each certificate evidencing shares of
Common Stock or Common Stock Equivalents, where applicable, issued on or after
the date hereof to a Holder or a subsequent transferee of such Holder shall be
stamped or otherwise imprinted with a legend in substantially the following
form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON TRANSFER, VOTING AND OTHER TERMS AND CONDITIONS SET FORTH IN THE
STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER 15, 1999, A COPY OF WHICH MAY BE
OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.
SECTION 5.2 TERMINATION OF CERTAIN RESTRICTIONS. Notwithstanding the
foregoing provisions of this Article 5, the legend requirements of Section 5.1.1
shall terminate as to any Common Stock (i) when and so long as such Common Stock
shall have been effectively registered under the Securities Act and disposed of
pursuant thereto or (ii) when the Company shall have received an opinion of
counsel reasonably satisfactory to it that such Common Stock may be transferred
without registration thereof under the Securities Act and that such legend may
be removed. Whenever the restrictions imposed by Section 5.1.1 shall terminate
as to any Common Stock, the Holder thereof shall be entitled to receive from the
Company, at the Company's expense, a new certificate evidencing such shares of
Common Stock not bearing the restrictive legend set forth in Section 5.1.1.
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ARTICLE 6
TERMINATION
SECTION 6.1 TERMINATION. The provisions of this Stockholders Agreement
shall terminate on the earlier of (i) the date that is ten (10) years following
the date of this Stockholders Agreement and (ii) such date that the Chancellor
Holders collectively no longer Beneficially Own at least ten percent (10%) of
the Fully-Diluted Common Stock. Notwithstanding the foregoing, Section 7.1
hereof shall remain in full force and effect for so long as (and only for so
long as) the information to be provided to Chancellor LA or Chancellor Mezzanine
under such Section 7.1 is necessary for such entity in connection with the
preparation of its financial statements.
ARTICLE 7
MISCELLANEOUS
SECTION 7.1 FINANCIAL STATEMENTS. The Company shall deliver to
Chancellor LA and Chancellor Mezzanine the following, together with management's
discussion and analysis of financial condition and results of operations for the
relevant fiscal periods, in writing:
(a) as soon as available and in any event within 80 days after
the end of each fiscal year of the Company, (i) an audited consolidated balance
sheet or equivalent statement of financial position of the Company and its
Subsidiaries and the related consolidated statements of income, cash flows, and
changes in stockholders' equity for such fiscal year, setting forth in each case
in comparative form the figures for the previous fiscal year, and (ii) a
statement of earnings before interest, taxes, depreciation and amortization as
per the consolidated financial statements of the Company and its Subsidiaries
prepared in accordance with GAAP ("EBITDA") for such fiscal year, all presented
in accordance with GAAP and reported on as to fairness of presentation,
accounting principles and consistency, and otherwise by independent public
accountants; and
(b) as soon as available and in any event within 35 days after
the end of each calendar quarter of each fiscal year of the Company, (i) an
unaudited consolidated balance sheet or equivalent statement of financial
position of the Company and its Subsidiaries as of the end of each such calendar
quarter, as applicable, and the related consolidated statements of income and
cash flows for the portion of the Company's fiscal year ended at the end of each
such calendar quarter setting forth in comparative form in the case of such
statements of income and cash flows the figures for the corresponding calendar
quarter of the previous fiscal year, and (ii) a statement of EBITDA for such
calendar quarter, all presented in accordance with GAAP and certified as to
fairness of presentation, accounting principles and consistency by an officer of
the Company.
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SECTION 7.2 NOTICES. Any notices or other communications required or
permitted hereunder shall be in writing, and shall be sufficiently given if made
by hand delivery, by telex, by telecopier, by registered or certified mail,
postage prepaid, return receipt requested, or by overnight courier, addressed as
follows (or at such other address as may be substituted by notice given as
herein provided):
If to the Company:
▇▇▇▇▇ Advertising Company
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With copies to:
Jones, Walker, Waechter, Poitevent,
Carrere & ▇▇▇▇▇▇▇, L.L.P.
▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to any Holder, at its address listed on the signature pages hereof.
Any notice or communication hereunder shall be deemed to have been
given or made as of the date so delivered if personally delivered; when answered
back, if telexed; when receipt is acknowledged, if telecopied; five (5) calendar
days after mailing if sent by registered or certified mail (except that a notice
of change of address shall not be deemed to have been given until actually
received by the addressee); and one (1) business day after delivery to a
reputable overnight courier service guaranteeing next business day delivery.
Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders. If a notice
or communication is mailed in the manner provided above, it is duly given,
whether or not the addressee receives it.
SECTION 7.3 VOTING OF HOLDERS. Each Holder shall vote his or its shares
of Voting Stock at any regular or special meeting of stockholders of the Company
or in any written consent executed in lieu of such a meeting of stockholders and
shall take all other lawful actions (including using its, his or her
commercially reasonable efforts to cause the Board of Directors of the Company
to take all such actions) necessary to give effect to the agreements contained
in this Stockholders Agreement (including but not limited to the election of the
Chancellor Designees) and to ensure that the certificate of incorporation and
bylaws of the Company as in effect at any time hereafter do not
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conflict in any respect with the provisions of this Stockholders Agreement. In
order to effectuate the provisions of this Stockholders Agreement, each Holder
hereby agrees that when any action or vote is required to be taken by such
Holder pursuant to this Stockholders Agreement, such Holder shall use his
commercially reasonable efforts to call, or cause the appropriate officers and
directors of the Company to call, a special or annual meeting of stockholders of
the Company, as the case may be, or execute or cause to be executed a consent in
writing in lieu of any such meetings pursuant to the General Corporation Law of
the State of Delaware, as amended from time to time, or any successor statutes.
SECTION 7.4 GOVERNING LAW. THIS STOCKHOLDERS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. SECTION 7.5 SUCCESSORS AND
ASSIGNS. This Stockholders Agreement shall be binding upon the Company, each
Holder, and their respective successors and permitted assigns.
SECTION 7.5 SUCCESSORS AND ASSIGNS. This Stockholders Agreement shall
be binding upon the Company, each Holder, and their respective successors and
permitted assigns.
SECTION 7.6 DUPLICATE ORIGINALS. All parties may sign any number of
copies of this Stockholders Agreement. Each signed copy shall be an original,
but all of them together shall represent the same agreement.
SECTION 7.7 SEVERABILITY. In case any provision in this Stockholders
Agreement shall be held invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in every
other respect and the remaining provisions shall not in any way be affected or
impaired thereby
SECTION 7.8 NO WAIVERS; AMENDMENTS.
7.8.1 No failure or delay on the part of the Company or any
Holder in exercising any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy. The remedies provided for herein are
cumulative and are not exclusive of any remedies that may be available to the
Company or any Holder at law or in equity or otherwise.
7.8.2 Any provision of this Stockholders Agreement may be
amended or waived if, but only if, such amendment or waiver is in writing and is
signed by the Company, the Holders holding at least a majority of the
Fully-Diluted Common Stock held by all Holders and by the Majority Chancellor
Holders.
SECTION 7.9 ENTIRE AGREEMENT. This Stockholders Agreement contains the
entire agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings with respect to such subject
matter.
[SIGNATURE PAGES FOLLOW]
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▇▇▇▇▇ ADVERTISING COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Financial Officer
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HOLDERS:
CHANCELLOR MEDIA CORPORATION OF
LOS ANGELES
By: /s/ W. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
Name: W. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Sr. Vice President and Chief
Accounting Officer
Address:
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With copies to:
Weil, Gotshal & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
and
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇ ▇▇▇▇
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇
16
CHANCELLOR MEZZANINE HOLDINGS
CORPORATION
By: /s/ W. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: W. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Sr. Vice President and Chief
Accounting Officer
Address:
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Attention: General Counsel
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With copies to:
Weil, Gotshal & ▇▇▇▇▇▇ LLP
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Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
and
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Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
17
▇▇▇▇▇▇ FAMILY LIMITED PARTNERSHIP
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Name ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: General Partner
Address:
c/o Lamar Advertising Company
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Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Fax: (▇▇▇) ▇▇▇-▇▇▇▇