Common use of Approved Company Sale Clause in Contracts

Approved Company Sale. (a) If the Majority of the Board and a Majority in Voting Interest approve a Sale of the Company (an "Approved Company Sale"), then the Recipient will consent to and raise no objections against the Approved Company Sale. If the Approved Company Sale is structured as a merger or consolidation, then the Recipient will waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation. If the Approved Company Sale is structured as a Transfer of membership interests, then subject to the following sentence the Recipient will agree to sell all of his Incentive Units on the terms and conditions approved by the Majority of the Board and a Majority in Voting Interest. The Recipient will take all necessary or desirable actions in connection with the consummation of the Approved Company Sale as requested by the Majority of the Board, including, without limitation, executing a sale contract pursuant to which the Company's members or other selling Persons will severally (but not jointly) make the same representations, warranties and indemnities regarding the Company and its assets, liabilities and business (collectively, the "Company Reps") and such representations and warranties concerning such Person and the membership interests to be sold by such Person as may be set forth in any agreement approved by the Majority of the Board; provided, that if any Person pays any amount in connection with any claim under the Company Reps by the purchaser or purchasers in such Approved Company Sale (a "Company Loss"), then the Recipient will simultaneously contribute to an amount equal to the Recipient's pro rata share (based upon the amount of consideration received in such Approved Company Sale) of such Company Loss. (b) The obligations of the holders of Securities pursuant to Section 5(a) are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Company Sale, the selling Persons will receive the same form of consideration and the same portion of the aggregate consideration such Persons would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the LLC Agreement as in effect immediately prior to the consummation of the Approved Company Sale (and, if less than all of the outstanding membership interests of the Company are being sold in the Approved Company Sale, then the form and portions of aggregate consideration shall be determined as if the membership interests included in the Approved Company Sale were all of the outstanding membership interests of the Company then outstanding); and (ii) if any selling Persons are given an option as to the form and amount of consideration to be received, each selling Person will be given the same option. (c) If the Majority of the Board, the Company or any member of the Company enters into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), then if the Recipient is not an "accredited investor," as that term is defined in Regulation D as promulgated under the Securities Act, then at the request of the Company the Recipient will appoint either a purchaser representative (as such term is defined in Rule 501 under the Securities Act) designated by the Company, in which event the Company will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Company), in which event such holder will be responsible for the fees of the purchaser representative so appointed. (d) All selling Persons will bear their pro rata share (based upon the amount of consideration received or proposed to be received in the applicable actual or proposed Approved Company Sale) of the costs of any actual or proposed Approved Company Sale to the extent such costs are incurred for the benefit of all such Persons and are not otherwise paid by the Company or the acquiring party.

Approved Company Sale. (a) If the Majority of the Board and a Majority in Voting Interest approve a Sale sale of all or substantially all of the Company Company's assets determined on a consolidated basis or a sale of all (or a lesser percentage, if the acquiring Person(s) reasonably requests for accounting or tax reasons) of the Company's outstanding Common Units (in either case, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) or any other transaction which has the same effect as any of the foregoing to an Independent Third Party or group of Independent Third Parties (each such sale or transaction, an "Approved Company Sale"), then the Recipient each holder of Equityholder Units --------------------- will consent to and raise no objections against the Approved Company Sale. If the Approved Company Sale is structured as a merger or consolidation, then the Recipient will each holder of Equityholder Units shall waive any dissenters' dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation. If the Approved Company Sale is structured as a Transfer of membership interestsEquityholder Units, then subject to the following sentence the Recipient will each holder of Equityholder Units shall agree to sell all of his Incentive or its Equityholder Units and rights to acquire Equityholder Units on the terms and conditions approved by the Majority of the Board and a Majority in Voting Interest. The Recipient will Each holder of Equityholder Units shall take all necessary or desirable actions in connection with the consummation of the an Approved Company Sale as requested by the Majority of the Board, including, without limitation, executing a sale contract pursuant to which the Company's members or other selling Persons each holder of Equityholder Units will severally (but not jointly) make the same representations, warranties and indemnities regarding the Company and its assets, liabilities and business (collectively, the "Company ------- Reps") and such representations and warranties concerning such Person holder and the membership interests ---- Equityholder Units to be sold by such Person it or him as may be set forth in any agreement approved by the Majority of the Board; provided, that if any Person holder of Equityholder Units pays -------- any amount in connection with any claim under the Company Reps by the purchaser or purchasers in such Approved Company Sale (a "Company Loss"), then the Recipient each other ------------ holder of Equityholder Units will simultaneously contribute to such holder of Equityholder Units an amount equal to the Recipientsuch contributing holder's pro rata share (based upon the amount of consideration received in such Approved Company Sale) of such Company Loss; provided further, that a holder of Equityholder Units ---------------- shall be required to make the Company Reps only if the sale contract which such holder is required to sign provides that such holder's maximum liability for any breach of the Company Reps shall be the purchase price received by such holder for the sale of its Equityholder Units. (b) The obligations of the holders of Securities Equityholder Units pursuant to Section 5(a6(a) are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Company Sale, the selling Persons will each holder of Equityholder Units shall receive the same form of consideration and the same portion of the aggregate consideration such Persons holder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the LLC Agreement as in effect immediately immediatel y prior to the consummation of the Approved Company Sale (and, if less than all of the outstanding membership interests of the Company Common Units are being sold in the Approved Company Sale, then the form and portions of aggregate consideration shall be determined as if the membership interests Equityholder Units included in the Approved Company Sale were all of the outstanding membership interests of the Company Common Units then outstanding); and (ii) if any selling Persons holders of Equityholder Units are given an option as to the form and amount of consideration to be received, each selling Person will holder of Equityholder Units shall be given the same option; and (iii) each holder of then currently exercisable rights to acquire Equityholder Units shall be given an opportunity to exercise such rights prior to the consummation of the Approved Company Sale and participate in such sale as a holder of such Equityholder Units. (c) If the Majority of the Board, the Company or any member of the Company enters holders of Equityholder Units enter into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), then if the Recipient each holder of Equityholder Units who is not an "accredited investor," as that term is defined in Regulation D as promulgated under the Securities Act, then will, at the request of the Company the Recipient will Company, appoint either a purchaser representative (as such term is defined in Rule 501 under the Securities Act) designated by the Company, in which event the Company will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Company), in which event such holder will be responsible for the fees of the purchaser representative so appointed. (d) All selling Persons holders of Equityholder Units will bear their pro rata share (based upon the amount of consideration received or proposed to be received in the applicable actual or proposed Approved Company Sale) of the costs of any actual or proposed Approved Company Sale to the extent such costs are incurred for the benefit of all such Persons holders of Equityholder Units and are not otherwise paid by the Company or the acquiring party. Costs incurred by the holders of Equityholder Units on their own behalf will not be considered costs of the Approved Company Sale; provided, that in any event the Company shall pay -------- the reasonable attorney's fees and expenses of one counsel chosen by a Majority in Voting Interest in connection with the Approved Company Sale.

Approved Company Sale. (a) If the Majority of the Board and a Majority in Voting Interest approve a Sale of the Company is approved in accordance with Section 8 (an "“Approved Company Sale"”), then the Recipient each holder of Equityholder Units will vote for, consent to and raise no objections against the Approved Company SaleSale or the process. If the Approved Company Sale is structured as a merger or consolidation, then the Recipient will each holder of Equityholder Units shall waive any dissenters' dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation. If the Approved Company Sale is structured as a Transfer of membership interestsEquityholder Units, then subject to the following sentence the Recipient will each holder of Equityholder Units shall agree to sell all of his Incentive or its Equityholder Units and rights to acquire Equityholder Units on the same terms and conditions approved by conditions, in all material respects, as applicable to the Majority respective types of the Board and a Majority in Voting InterestEquityholder Units to be Transferred. The Recipient will Each holder of Equityholder Units shall take all necessary or desirable actions in connection with the consummation of the an Approved Company Sale as requested by the Majority of the BoardCompany, including, without limitation, executing the applicable purchase agreement. Notwithstanding the foregoing, a sale contract pursuant holder of Equityholder Units will not be required to which the Company's members or other selling Persons will severally (but not jointlycomply with this Section 3(a) make the same representations, warranties and indemnities regarding the Company and its assets, liabilities and business (collectively, the "Company Reps") and such representations and warranties concerning such Person and the membership interests to be sold by such Person as may be set forth in any agreement approved by the Majority of the Board; provided, that if any Person pays any amount in connection with any claim under the Company Reps by the purchaser or purchasers in such Approved Company Sale unless (a "Company Loss"), then the Recipient i) no Equityholder will simultaneously contribute be required to an amount equal to the Recipient's grant any indemnification rights except indemnification rights which constitute identical indemnification rights (pro rata share (based upon the amount of consideration received and not joint and several, other than any such obligations that relate solely to a particular Equityholder, such as indemnification with respect to representations and warranties or covenants made by such Equityholder, in respect of which only such Approved Equityholder shall be liable), (ii) no Equityholder shall be required to make any representation or warranty that is not made by all other Equityholders, (iii) any representations and warranties to be made by an Equityholder shall be limited to representations and warranties related to such Equityholder’s authority, ownership of Equityholder Units and ability to convey title to such Equityholder Units, (iv) no Equityholder shall be liable for the inaccuracy of any representation or warranty made by any other Person (except to the extent of any indemnification rights granted by such Equityholder pursuant to Section 3(a)(i) for breaches of representations and warranties by the Company Saleor its Subsidiaries), and (v) no Equityholder which is an institutional investor or investment fund shall be required to enter into any restrictive covenant, including without limitation, any non-competition or non-solicitation arrangement which survives the closing of such Company LossTransfer. (b) The foregoing obligations of the holders of Securities pursuant Equityholders with respect to Section 5(a) an Approved Company Sale are subject to the satisfaction of the following conditions: (i) such Approved Company Sale shall be a bona fide Sale of the Company to a party which is not an Affiliate of either the Company or any Equityholder or an Affiliate of any of the foregoing, (ii) upon the consummation of the such Approved Company Sale, the selling Persons will receive the same form of consideration and the same portion of Sale the aggregate consideration payable upon consummation of such Persons would have received if such aggregate consideration had been Approved Sale to all Equityholders in respect of their Equity Equivalents shall be apportioned and distributed by as between the Company different classes or series of Equity Equivalents in complete liquidation pursuant to accordance with the rights and preferences distribution priorities set forth in Article 7 of the LLC Agreement as in effect immediately prior to such Approved Company Sale, and as between holders of Equity Equivalents of a particular class or series, ratably based on the Equity Equivalents of such class or series actually Transferred in the Approved Company Sale and (iii) each holder of then currently exercisable or convertible rights to acquire Equity Equivalents shall be given an opportunity to exercise such rights prior to the consummation of the Approved Company Sale (and, if less than all and participate in such sale as a holder of the outstanding membership interests such class of the Company are being sold in the Approved Company Sale, then the form and portions of aggregate consideration shall be determined as if the membership interests included in the Approved Company Sale were all of the outstanding membership interests of the Company then outstanding); and (ii) if any selling Persons are given an option as to the form and amount of consideration to be received, each selling Person will be given the same optionEquity Equivalents. (c) If the Majority of the Board, the Company or any member of the Company enters into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), then if the Recipient is not an "accredited investor," as that term is defined in Regulation D as promulgated under the Securities Act, then at the request of the Company the Recipient will appoint either a purchaser representative (as such term is defined in Rule 501 under the Securities Act) designated by the Company, in which event the The Company will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Company), in which event such holder will be responsible for the fees of the purchaser representative so appointed. (d) All selling Persons will bear their pro rata share (based upon the amount of consideration received or proposed to be received in the applicable actual or proposed Approved Company Sale) of the costs of any actual or proposed Approved Company Sale Sale, which costs will allocated pro rata to the extent such costs are holders of the Common Units. Costs incurred for the benefit of all such Persons and are not otherwise paid by the holders of Equityholder Units on their own behalf will not be considered costs of the Approved Company or Sale; provided, that in the acquiring partyevent the Approved Company Sale is consummated, the Company shall pay the reasonable attorney’s fees and expenses of one counsel chosen by the Majority Common Holders in connection with the Approved Company Sale.

Approved Company Sale. (a) If At any time that the Majority Board approves a bona fide sale of all or substantially all of the Partnership’s assets determined on a consolidated basis or a bona fide sale of all (or a lesser percentage (but at least 80%), if necessary, as determined by the Board and a Majority in Voting Interest approve a Sale for accounting, tax or other reasons) of the Company Partnership’s outstanding Units or equivalents (in either case, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) or any other transaction which has the same effect as any of the foregoing, to an "Independent Third Party or group of Independent Third Parties (each such sale or transaction, an “Approved Company Sale"”), and the Participating Preferred Majority Holders have consented to such Approved Company Sale as required by Section 12.3, then each holder of Units and the Recipient General Partner will vote for, consent to and raise no objections against the Approved Company SaleSale or the process, so long as such transaction involves the receipt by each holder of Units of consideration in accordance with Section 7.2 or any similar provision of this Agreement. If the Approved Company Sale is structured as a merger or consolidation, then each holder of Units and the Recipient will General Partner shall waive any dissenters' dissenters rights, appraisal rights or similar rights in connection with such merger or consolidationconsolidation so long as such transaction involves the receipt by each holder of Units of consideration in accordance with Section 7.2 or any similar provision of this Agreement. If the Approved Company Sale is structured as a Transfer of membership interestsUnits, then subject to the following sentence the Recipient will each holder of Units shall agree to sell all (or his or its pro rata portion, if less than all Units are being sold in such Approved Company Sale) of his Incentive or its Units and rights to acquire Units on substantially the same terms and conditions approved by conditions, in all material respects, as applicable to the Majority respective types of Units to be Transferred in such Approved Company Sale (except for the giving effect to the relative preferences of the Board different types and a Majority classes of Units pursuant to Section 7.2 or any similar provision of this Agreement) and the General Partner agrees to comply with its obligations with respect to such Approved Company Sale as set forth in Voting InterestSection 4.8. The Recipient will Each holder of Units shall take all necessary or desirable actions in connection with the consummation of the an Approved Company Sale as reasonably requested by the Majority of the Board, includingincluding executing the applicable purchase agreement. In connection with any Approved Company Sale, without limitation(i) no Limited Partner shall have any liability relating to any representation, executing a sale contract pursuant warranty or covenant made by any other Partner, (ii) subject to which clause (iii) below, no Limited Partner shall be required to make any representation or warranty about the Company's members Partnership or any of its Subsidiaries (but may be required to make customary representations and warranties about such Limited Partner’s valid title to, and ownership of, such Limited Partner’s Units, free and clear of all liens, claims and encumbrances (other selling Persons will severally than those arising under applicable securities laws)), (iii) any direct liability of any Limited Partner in respect of any representation, warranty or covenant made by the Partnership shall be several (but not jointlyjoint) make with the same representations, warranties and indemnities regarding other selling Limited Partners (pro rata based on the Company and its assets, liabilities and business (collectively, the "Company Reps") and such representations and warranties concerning such Person and the membership interests aggregate consideration to be sold by paid to such Person as may be set forth in any agreement approved by the Majority of the Board; provided, that if any Person pays any amount Limited Partners in connection with such sale), (iv) other than acts of fraud or intentional misrepresentation by such Limited Partner, the aggregate liability of any claim under Limited Partner in respect of any representation or warranty of the Company Reps Partnership or such Limited Partner or covenant made by the purchaser Partnership shall not exceed the amount of the consideration received by such Limited Partner and (v) the General Partner shall have no obligations or purchasers in liabilities (including indemnification obligations) with respect to such Approved Company Sale (a "Company Loss"), then after the Recipient will simultaneously contribute to an amount equal to the Recipient's pro rata share (based upon the amount completion of consideration received in such Approved Company Sale) of such Company Loss. (b) The obligations of the holders of Securities pursuant to Section 5(a) are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Company Sale, the selling Persons will receive the same form of consideration and the same portion of the aggregate consideration such Persons would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the LLC Agreement as in effect immediately prior to the consummation of the Approved Company Sale (and, if less than all of the outstanding membership interests of the Company are being sold in the Approved Company Sale, then the form and portions of aggregate consideration shall be determined as if the membership interests included in the Approved Company Sale were all of the outstanding membership interests of the Company then outstanding); and (ii) if any selling Persons are given an option as to the form and amount of consideration to be received, each selling Person will be given the same option. (c) If the Majority of Board or the Board, the Company or any member of the Company enters Partnership enter into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), then if the Recipient each holder of Units who is not an "“accredited investor," ” as that such term is defined in Regulation D as promulgated under the Securities Act, then will, at the request of the Company the Recipient will Partnership, appoint either a purchaser representative (as such term is defined in Rule 501 under the Securities Act) designated by (reasonably acceptable to the CompanyBoard), in which event the Company will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Company), in which event such holder Partnership will be responsible for the fees of the purchaser representative so appointed. (dc) All selling Persons will bear their pro rata share (based This Section 12.1 shall terminate and be of no further force or effect upon the amount consummation of consideration received or proposed to be received in the applicable actual or proposed Approved Company Sale) of the costs of any actual or proposed an Approved Company Sale to the extent such costs are incurred for the benefit of all such Persons and are not otherwise paid by the Company or the acquiring partya Qualified Initial Public Offering.

Approved Company Sale. (a) If the Majority of the Board and a Majority in Voting Interest approve a Sale of the Company (an "Approved Company Sale"), then the Recipient --------------------- will consent to and raise no objections against the Approved Company Sale. If the Approved Company Sale is structured as a merger or consolidation, then the Recipient will waive any dissenters' dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation. If the Approved Company Sale is structured as a Transfer of membership interests, then subject to the following sentence the Recipient will agree to sell all of his or her Incentive Units on the terms and conditions approved by the Majority of the Board and a Majority in Voting Interest. The Recipient will take all necessary or desirable actions in connection with the consummation of the an Approved Company Sale as requested by the Majority of the Board, including, without limitation, executing a sale contract pursuant to which the Company's members or other selling Persons will severally (but not jointly) make the same representations, warranties and indemnities regarding the Company and its assets, liabilities and business (collectively, the "Company Reps") and such representations ------------ and warranties concerning such Person and the membership interests to be sold by such Person as may be set forth in any agreement approved by the Majority of the Board; provided, that if any Person pays any -------- amount in connection with any claim under the Company Reps by the purchaser or purchasers in such Approved Company Sale (a "Company ------- Loss"), then the Recipient will simultaneously contribute to such ---- Person an amount equal to the Recipient's pro rata share (based upon the amount of consideration received in such Approved Company Sale) of such Company Loss. (b) The obligations of the holders of Securities pursuant to Section 5(a) are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Company Sale, the selling Persons will receive the same form of consideration and the same portion of the aggregate consideration such Persons would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the LLC Agreement as in effect immediately prior to the consummation of the Approved Company Sale (and, if less than all of the outstanding membership interests of the Company are being sold in the Approved Company Sale, then the form and portions of aggregate consideration shall be determined as if the membership interests included in the Approved Company Sale were all of the outstanding membership interests of the Company then outstanding); and (ii) if any selling Persons are given an option as to the form and amount of consideration to be received, each selling Person will be given the same option. (c) If the Majority of the Board, the Company or any member of the Company enters into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), then if the Recipient is not an "accredited investor," as that term is defined in Regulation D as promulgated under the Securities Act, then at the request of the Company the Recipient will appoint either a purchaser representative (as such term is defined in Rule 501 under the Securities Act) designated by the Company, in which event the Company will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Company), in which event such holder will be responsible for the fees of the purchaser representative so appointed. (d) All selling Persons will bear their pro rata share (based upon the amount of consideration received or proposed to be received in the applicable actual or proposed Approved Company Sale) of the costs of any actual or proposed Approved Company Sale to the extent such costs are incurred for the benefit of all such Persons and are not otherwise paid by the Company or the acquiring party.

Approved Company Sale. (a) If the Majority of the Board and a Majority in Voting Interest approve a Sale sale of all or substantially all of the Company Company's assets determined on a consolidated basis or a sale of all (or a lesser percentage, if the acquiring Person(s) reasonably requests for accounting or tax reasons) of the Company's outstanding Common Units (in either case, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) or any other transaction which has the same effect as any of the foregoing to an Independent Third Party or group of Independent Third Parties (each such sale or transaction, an "Approved Company Sale"), then the Recipient each holder of Equityholder Units will consent to and raise no objections against the Approved Company Sale. If the Approved Company Sale is structured as a merger or consolidation, then the Recipient will each holder of Equityholder Units shall waive any dissenters' dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation. If the Approved Company Sale is structured as a Transfer of membership interestsEquityholder Units, then subject to the following sentence the Recipient will each holder of Equityholder Units shall agree to sell all of his Incentive or its Equityholder Units and rights to acquire Equityholder Units on the terms and conditions approved by the Majority of the Board and a Majority in Voting Interest. The Recipient will Each holder of Equityholder Units shall take all necessary or desirable actions in connection with the consummation of the an Approved Company Sale as requested by the Majority of the Board, including, without limitation, executing a sale contract pursuant to which the Company's members or other selling Persons each ABRY Investor and each AMFM Investor will severally (but not jointly) make the same representations, warranties and indemnities regarding the Company and its assets, liabilities and business (collectively, the "Company Reps") and each holder of Equityholder Units will severally (but not jointly) make such representations and warranties concerning such Person holder and the membership interests Equityholder Units to be sold by such Person it or him as may be set forth in any agreement approved by the Majority of the Board; provided, that if any Person holder of Equityholder Units pays any amount in connection with any claim under the Company Reps by the purchaser or purchasers in such Approved Company Sale (a "Company Loss"), then the Recipient each other holder of Equityholder Units will simultaneously contribute to such holder of Equityholder Units an amount equal to the Recipientsuch contributing holder's pro rata share (based upon the amount of consideration received in such Approved Company SaleSale with respect to Common Equityholder Units) of such Company Loss; provided further, that a holder of Equityholder Units shall be required to make the Company Reps only if the sale contract which such holder is required to sign provides that such holder's maximum liability for any breach of the Company Reps shall be the purchase price received by such holder for the sale of its Equityholder Units. (b) The obligations of the holders of Securities Equityholder Units pursuant to Section 5(a6(a) are subject to the satisfaction of the following conditions: (i) unless the holders of at least sixty percent (60%) of the Preferred Equityholder Units agree otherwise, the aggregate consideration to be received in respect of the Preferred Units shall be in immediately available funds in an amount not less than the aggregate Unpaid Series A Preferred Return plus the Unreturned Series A Preferred Unit Capital Value; (ii) upon the consummation of the Approved Company Sale, the selling Persons will each holder of Equityholder Units shall receive the same form of consideration consideration, except as necessary to comply with the provisos set forth below, and the same portion of the aggregate consideration such Persons holder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights Section 7.1 of, subject to Sections 7.2 and preferences set forth in 7.3 of, the LLC Agreement as in effect immediately prior to the consummation of the Approved Company Sale (and, if less than all of the outstanding membership interests of the Company Common Units are being sold in the Approved Company Sale, then the form and portions of aggregate consideration shall be determined as if the membership interests Equityholder Units included in the Approved Company Sale were all of the outstanding membership interests of the Company Common Units then outstanding); and (iiiii) except as necessary to comply with the proviso set forth below, if any selling Persons holders of Common Equityholder Units are given an option as to the form and amount of consideration to be received, each selling Person will holder of Common Equityholder Units shall be given the same option; and (iv) each holder of then currently exercisable rights to acquire Equityholder Units shall be given an opportunity to exercise such rights prior to the consummation of the Approved Company Sale and participate in such sale as a holder of such Equityholder Units; provided, that notwithstanding clauses (i) - (iv) above, if all or part of the consideration that would otherwise be paid to any holder of Common Equityholder Units issued pursuant to the Preferred Unit Purchase Agreement is not cash, then such holder will have the right to elect to receive, in lieu of such non-cash consideration, cash in an amount equal to the market value of such non-cash consideration (it is understood that notwithstanding clause (iii) above, the right to make such an election may not be provided to other holders). If all or any part of the consideration that would otherwise be paid to any holder of Common Equityholder Units issued pursuant to the Preferred Unit Purchase Agreement is not cash, then such holder shall have the right to make the election described in the foregoing proviso by giving written notice to the Company to that effect within ten (10) Business Days after such holder receives written notice from the Company describing in reasonable detail such non-cash consideration and setting forth the Company's good faith estimate of the market value thereof, and such election (or lack thereof) will be binding on any subsequent holder of such Common Equityholder Units issued pursuant to the Preferred Unit Purchase Agreement as to the Approved Company Sale in question. (c) If the Majority of the Board, the Company or any member of the Company enters holders of Equityholder Units enter into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), then if the Recipient each holder of Equityholder Units who is not an "accredited investor," as that term is defined in Regulation D as promulgated under the Securities Act, then will, at the request of the Company the Recipient will Company, appoint either a purchaser representative (as such term is defined in Rule 501 under the Securities Act) designated by the Company, in which event the Company will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Company), in which event such holder will be responsible for the fees of the purchaser representative so appointed. (d) All selling Persons holders of Equityholder Units will bear their pro rata share (based upon the amount of consideration received or proposed to be received with respect to Common Equityholder Units in the applicable actual or proposed Approved Company Sale) of the costs of any actual or proposed Approved Company Sale to the extent such costs are incurred for the benefit of all such Persons holders of Equityholder Units and are not otherwise paid by the Company or the acquiring party. Costs incurred by the holders of Equityholder Units on their own behalf will not be considered costs of the Approved Company Sale; provided, that in any event the Company shall pay the reasonable attorney's fees and expenses of one counsel chosen by a Majority in Voting Interest in connection with the Approved Company Sale.

Approved Company Sale. (a) If the Majority of the Board and a Majority in Voting Interest approve a Sale sale of all or substantially all of the Company Company's assets determined on a consolidated basis or a sale of all (or a lesser percentage, if the acquiring Person(s) reasonably so requests for accounting or tax reasons) of the Company's outstanding Common Units (in either case, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) or any other transaction which has the same effect as any of the foregoing to an Independent Third Party or group of Independent Third Parties (each such sale or transaction, an "Approved Company Sale"), then the Recipient each holder of Securities will --------------------- consent to and raise no objections against the Approved Company Sale. If the Approved Company Sale is structured as a merger or consolidation, then the Recipient will each holder of Securities shall waive any dissenters' dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation. If the Approved Company Sale is structured as a Transfer of membership interestsSecurities, then subject to the following sentence the Recipient will each holder of Securities shall agree to sell all of his Incentive Units or its Securities and rights to acquire Securities on the terms and conditions approved by the Majority of the Board and a Majority in Voting Interest. The Recipient will Each holder of Securities shall take all necessary or desirable actions in connection with the consummation of the an Approved Company Sale as requested by the Majority of the Board, including, without limitation, executing a sale contract pursuant to which the Company's members or other selling Persons each holder of Securities will severally (but not jointly) make the same representations, warranties and indemnities regarding the Company and its assets, liabilities and business (collectively, the "Company Reps") and such representations and ------------ warranties concerning such Person holder and the membership interests Securities to be sold by such Person it or him as may be set forth in any agreement approved by the Majority of the Board; provided, that if any Person -------- holder of Securities pays any amount in connection with any claim under the Company Reps by the purchaser or purchasers in such Approved Company Sale (a "Company Loss"), then the Recipient each other holder of Securities will simultaneously ------------- contribute to such holder of Securities an amount equal to the Recipientsuch contributing holder's pro rata share (based upon the amount of consideration received in such Approved Company Sale) of such Company Loss; provided further, that a holder of ---------------- Securities shall be required to make the Company Reps only if the sale contract which such holder is required to sign provides that such holder's maximum liability for any breach of the Company Reps shall be the purchase price received by such holder for the sale of his or her Securities. (b) The obligations of the holders of Securities pursuant to Section 5(a4(a) are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Company Sale, the selling Persons will each holder of Securities shall receive the same form of consideration and the same portion of the aggregate consideration such Persons holder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the LLC Agreement as in effect immediately prior to the consummation of the Approved Company Sale (and, if less than all of the outstanding membership interests of the Company Common Units are being sold in the Approved Company Sale, then the form and portions of aggregate consideration shall be determined as if the membership interests Securities included in the Approved Company Sale were all of the outstanding membership interests of the Company Common Units then outstanding); and (ii) if any selling Persons holders of Securities are given an option as to the form and amount of consideration to be received, each selling Person will holder of Securities shall be given the same option; and (iii) each holder of then currently exercisable rights to acquire Securities shall be given an opportunity to exercise such rights prior to the consummation of the Approved Company Sale and participate in such sale as a holder of such Securities. (c) If the Majority of the Board, the Company or any member of the Company enters holders of Securities enter into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), then if the Recipient each holder of Securities who is not an "accredited investor," as that term is defined in Regulation D as promulgated under the Securities Act, then will, at the request of the Company the Recipient will Company, appoint either a purchaser representative (as such term is defined in Rule 501 under the Securities Act) designated by the Company, in which event the Company will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Company), in which event such holder will be responsible for the fees of the purchaser representative so appointed. (d) All selling Persons holders of Securities will bear their pro rata share (based upon the amount of consideration received or proposed to be received in the applicable actual or proposed Approved Company Sale) of the costs of any actual or proposed Approved Company Sale to the extent such costs are incurred for the benefit of all such Persons holders of Securities and are not otherwise paid by the Company or the acquiring party. Costs incurred by the holders of Securities on their own behalf will not be considered costs of the Approved Company Sale; provided, that in any event the -------- Company shall pay the reasonable attorney's fees and expenses of one counsel chosen by a Majority in Voting Interest in connection with the Approved Company Sale.

Approved Company Sale. (a) If the Majority of the Board and a Majority in Voting Interest approve a Sale sale of all or substantially all of the Company Company's assets determined on a consolidated basis or a sale of all (or a lesser percentage, if the acquiring Person(s) reasonably requests for accounting or tax reasons) of the Company's outstanding Common Units (in either case, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) or any other transaction which has the same effect as any of the foregoing to an Independent Third Party or group of Independent Third Parties (each such sale or transaction, an "Approved Company Sale"), then the Recipient each holder of Equityholder Units --------------------- will consent to and raise no objections against the Approved Company Sale. If the Approved Company Sale is structured as a merger or consolidation, then the Recipient will each holder of Equityholder Units shall waive any dissenters' dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation. If the Approved Company Sale is structured as a Transfer of membership interestsEquityholder Units, then subject to the following sentence the Recipient will each holder of Equityholder Units shall agree to sell all of his Incentive or its Equityholder Units and rights to acquire Equityholder Units on the terms and conditions approved by the Majority of the Board and a Majority in Voting Interest. The Recipient will Each holder of Equityholder Units shall take all necessary or desirable actions in connection with the consummation of the an Approved Company Sale as requested by the Majority of the Board, including, without limitation, executing a sale contract pursuant to which the Company's members or other selling Persons each ABRY Investor and each AMFM Investor will severally (but not jointly) make the same representations, warranties and indemnities regarding the Company and its assets, liabilities and business (collectively, the "Company Reps") and each holder of Equityholder Units will ------------ severally (but not jointly) make such representations and warranties concerning such Person holder and the membership interests Equityholder Units to be sold by such Person it or him as may be set forth in any agreement approved by the Majority of the Board; provided, that if any Person holder of -------- Equityholder Units pays any amount in connection with any claim under the Company Reps by the purchaser or purchasers in such Approved Company Sale (a "Company Loss"), then the Recipient each other holder of Equityholder Units will ------------ simultaneously contribute to such holder of Equityholder Units an amount equal to the Recipientsuch contributing holder's pro rata share (based upon the amount of consideration received in such Approved Company SaleSale with respect to Common Equityholder Units) of such Company Loss; provided further, that a holder of -------- ------- Equityholder Units shall be required to make the Company Reps only if the sale contract which such holder is required to sign provides that such holder's maximum liability for any breach of the Company Reps shall be the purchase price received by such holder for the sale of its Equityholder Units. (b) The obligations of the holders of Securities Equityholder Units pursuant to Section 5(a6(a) are subject to the satisfaction of the following conditions: (i) unless the holders of at least sixty percent (60%) of the Preferred Equityholder Units agree otherwise, the aggregate consideration to be received in respect of the Preferred Units shall be in immediately available funds in an amount not less than the aggregate Unpaid Series A Preferred Return plus the Unreturned Series A Preferred Unit Capital Value; (ii) upon the consummation of the Approved Company Sale, the selling Persons will each holder of Equityholder Units shall receive the same form of consideration consideration, except as necessary to comply with the provisos set forth below, and the same portion of the aggregate consideration such Persons holder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights Section 7.1 of, subject to Sections 7.2 and preferences set forth in 7.3 of, the LLC Agreement as in effect immediately prior to the consummation of the Approved Company Sale (and, if less than all of the outstanding membership interests of the Company Common Units are being sold in the Approved Company Sale, then the form and portions of aggregate consideration shall be determined as if the membership interests Equityholder Units included in the Approved Company Sale were all of the outstanding membership interests of the Company Common Units then outstanding); and (iiiii) except as necessary to comply with the proviso set forth below, if any selling Persons holders of Common Equityholder Units are given an option as to the form and amount of consideration to be received, each selling Person will holder of Common Equityholder Units shall be given the same option; and (iv) each holder of then currently exercisable rights to acquire Equityholder Units shall be given an opportunity to exercise such rights prior to the consummation of the Approved Company Sale and participate in such sale as a holder of such Equityholder Units; provided, that notwithstanding -------- clauses (i) - (iv) above, if all or part of the consideration that would otherwise be paid to any holder of Common Equityholder Units issued pursuant to the Preferred Unit Purchase Agreement is not cash, then such holder will have the right to elect to receive, in lieu of such non-cash consideration, cash in an amount equal to the market value of such non-cash consideration (it is understood that notwithstanding clause (iii) above, the right to make such an election may not be provided to other holders). If all or any part of the consideration that would otherwise be paid to any holder of Common Equityholder Units issued pursuant to the Preferred Unit Purchase Agreement is not cash, then such holder shall have the right to make the election described in the foregoing proviso by giving written notice to the Company to that effect within ten (10) Business Days after such holder receives written notice from the Company describing in reasonable detail such non-cash consideration and setting forth the Company's good faith estimate of the market value thereof, and such election (or lack thereof) will be binding on any subsequent holder of such Common Equityholder Units issued pursuant to the Preferred Unit Purchase Agreement as to the Approved Company Sale in question. (c) If the Majority of the Board, the Company or any member of the Company enters holders of Equityholder Units enter into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), then if the Recipient each holder of Equityholder Units who is not an "accredited investor," as that term is defined in Regulation D as promulgated under the Securities Act, then will, at the request of the Company the Recipient will Company, appoint either a purchaser representative (as such term is defined in Rule 501 under the Securities Act) designated by the Company, in which event the Company will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Company), in which event such holder will be responsible for the fees of the purchaser representative so appointed. (d) All selling Persons holders of Equityholder Units will bear their pro rata share (based upon the amount of consideration received or proposed to be received with respect to Common Equityholder Units in the applicable actual or proposed Approved Company Sale) of the costs of any actual or proposed Approved Company Sale to the extent such costs are incurred for the benefit of all such Persons holders of Equityholder Units and are not otherwise paid by the Company or the acquiring party. Costs incurred by the holders of Equityholder Units on their own behalf will not be considered costs of the Approved Company Sale; provided, that in any -------- event the Company shall pay the reasonable attorney's fees and expenses of one counsel chosen by a Majority in Voting Interest in connection with the Approved Company Sale.

Approved Company Sale. (a) If the BRS Majority Holders approve a sale of all or substantially all of the Board and Company's assets determined on a consolidated basis or a sale of all (or a lesser percentage, if necessary, as determined by BRS Majority in Voting Interest approve a Sale Holders for accounting, tax or other reasons) of the Company Company's outstanding Common Units (in either case, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) or any other transaction which has the same effect as any of the foregoing, to an Independent Third Party or group of Independent Third Parties (each such sale or transaction, an "Approved Company SaleAPPROVED COMPANY SALE"), then the Recipient each holder of Equityholder Units will vote for, consent to and raise no objections against the Approved Company SaleSale or the process. If the Approved Company Sale is structured as a merger or consolidation, then the Recipient will each holder of Equityholder Units shall waive any dissenters' dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation. If the Approved Company Sale is structured as a Transfer of membership interestsEquityholder Units, then subject to the following sentence the Recipient will each holder of Equityholder Units shall agree to sell all of his Incentive or its Equityholder Units and rights to acquire Equityholder Units on the same terms and conditions approved conditions, in all material respects, as applicable to the respective types of Equityholder Units to be Transferred by the BRS Majority Holders. Each holder of the Board and a Majority in Voting Interest. The Recipient will Equityholder Units shall take all necessary or desirable actions in connection with the consummation of the an Approved Company Sale as requested by the Majority of the Board, including, without limitation, executing a sale contract pursuant to which the Company's members or other selling Persons will severally (but not jointly) make the same representations, warranties and indemnities regarding the Company and its assets, liabilities and business (collectively, the "Company Reps") and such representations and warranties concerning such Person and the membership interests to be sold by such Person as may be set forth in any agreement approved by the Majority of the Board; provided, that if any Person pays any amount in connection with any claim under the Company Reps by the purchaser or purchasers in such Approved Company Sale (a "Company Loss"), then the Recipient will simultaneously contribute to an amount equal to the Recipient's pro rata share (based upon the amount of consideration received in such Approved Company Sale) of such Company Lossapplicable purchase agreement. (b) The obligations of the holders of Securities pursuant to Section 5(a) are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Company Sale, the selling Persons will receive the same form of consideration and the same portion of the aggregate consideration such Persons would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the LLC Agreement as in effect immediately prior to the consummation of the Approved Company Sale (and, if less than all of the outstanding membership interests of the Company are being sold in the Approved Company Sale, then the form and portions of aggregate consideration shall be determined as if the membership interests included in the Approved Company Sale were all of the outstanding membership interests of the Company then outstanding); and (ii) if any selling Persons are given an option as to the form and amount of consideration to be received, each selling Person will be given the same option. (c) If the Majority of the Board, the Company or any member of the Company enters holders of Common Units enter into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), then if the Recipient each holder of Equityholder Units who is not an "accredited investor," as that term is defined in Regulation D as promulgated under the Securities Act, then will, at the request of the Company the Recipient will Company, appoint either a purchaser representative (as such term is defined in Rule 501 under the Securities Act) designated by the Company, in which event the Company will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Company), in which event such holder will be responsible for the fees of the purchaser representative so appointed. (dc) All selling Persons holders of Equityholder Units will bear their pro rata share (based upon the amount of consideration received or proposed to be received in the applicable actual or proposed Approved Company Sale) of the costs of any actual or proposed Approved Company Sale to the extent such costs are incurred for the benefit of all such Persons holders of Equityholder Units and are not otherwise paid by the Company or the acquiring party. Costs incurred by the holders of Equityholder Units on their own behalf will not be considered costs of the Approved Company Sale; provided, that in any event the Company shall pay the reasonable attorney's fees and expenses of one counsel chosen by BRS Majority Holders in connection with the Approved Company Sale. (d) The provisions of this Section 5 shall terminate upon the consummation of an initial Public Offering.