Common use of Distributions and Purchases Clause in Contracts

Distributions and Purchases. (a) All distributions on and purchases of capital stock and capital stock equivalents shall be approved by the Board of Directors in its sole discretion and made in accordance with applicable Law. (b) All distributions to holders of Warrants, Class A Common Stock, Class B Common Stock or Class C Common Stock shall be made to holders of Warrants, Class A Common Stock, Class B Common Stock and Class C Common Stock concurrently and on a pro rata basis (in the case of Holders of Warrants, based on their ownership of Class A Common Stock underlying their Warrants on an as-exercised basis), provided that no such distribution shall be made by or on behalf of the Company to holders of the Warrants, and also shall then not be made to holders of the Class A Common Stock, Class B Common Stock or Class C Common Stock, if (x) an FCC ruling, regulation or policy prohibits such distribution to Holders of Warrants or (y) the Company’s FCC counsel opines that such distribution is reasonably likely to cause (i) the Company to violate any applicable FCC rules or regulations or (ii) any such Warrant Holder to be deemed to hold an attributable interest in the Company. (c) Any tender or exchange offer subject to Section 13 or 14 of the Exchange Act for Class A Common Stock, Class B Common Stock, Class C Common Stock or Warrants shall be made concurrently and on a pro rata basis (in the case of Holders of Warrants, based upon their ownership of Class A Common Stock underlying their Warrants on an as-exercised/as-converted basis) to all holders of Class A Common Stock, Class B Common Stock, Class C Common Stock and Warrants. (d) Distributions to Holders of Warrants and payments to Holders of Warrants pursuant to a tender or exchange offer for Warrants subject to Section 13 or 14 of the Exchange Act shall be made in compliance with the Act and FCC Rules, including those provisions relating to multiple ownership and alien ownership.

Appears in 1 contract

Samples: Warrant Agreement (Cumulus Media Inc)

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Distributions and Purchases. (a) All distributions on and purchases of capital stock and capital stock equivalents shall be approved by the Board of Directors in its sole discretion and made in accordance with applicable Law. (b) All To the extent there are any dividends declared or distributions made with respect to holders of Warrants, the Class A Common Stock, Class B Common Stock or Class C B Common Stock Stock, such dividends or distributions shall also be made to holders Holders of Warrants, Class A Common Stock, Class B Common Stock and Class C Common Stock Warrants concurrently and on a pro rata basis (in the case of Holders of Warrants, based on their ownership of Class A Common Stock underlying their Warrants on an as-exercised basis); provided, provided that no such distribution shall be made by or on behalf to Holders of the Company to holders of the Warrants, and also shall then not be made to holders of the Class A Common Stock, Class B Common Stock or Class C Common Stock, Warrants if (x) the Act or an FCC ruling, regulation or policy Rule prohibits such distribution to Holders of Warrants or (y) the Company’s FCC counsel opines that such distribution is reasonably likely to cause (i) the Company to violate the Act or any applicable FCC rules or regulations Rule or (ii) any such Warrant Holder to be deemed to hold an attributable interest in the CompanyCompany in violation of FCC Rules; provided further, that, if any distribution of Common Stock or any other securities to a Holder is not permitted pursuant to clauses (x) or (y), the Company shall cause economically equivalent warrants to be distributed to such Holder in lieu thereof, to the extent that such distribution of warrants would not violate the Act or any applicable FCC Rules. (c) Any To the extent within the control of the Company, any tender or exchange offer subject to Section Sections 13 or 14 of the Exchange Act for Class A Common Stock, Class B Common Stock, Class C Common Stock or Warrants shall be made concurrently and on a pro rata basis (in the case of Holders of Warrants, based upon their ownership of Class A Common Stock underlying their Warrants on an as-exercised/as-converted exercised basis) to all holders of Class A Common Stock, Class B Common Stock, Class C Common Stock and Warrants. (d) Distributions to Holders of Warrants and payments to Holders of Warrants pursuant to a tender or exchange offer for Warrants subject to Section Sections 13 or 14 of the Exchange Act shall be made in compliance with the Act and the FCC Rules, including those provisions relating to multiple ownership and alien ownershiprestrictions.

Appears in 1 contract

Samples: Warrant Agreement (Cumulus Media Inc)

Distributions and Purchases. (a) All distributions on and purchases of capital stock and capital stock equivalents shall be approved by the Board of Directors in its sole discretion and made in accordance with applicable Law. (b) All To the extent there are any dividends declared or distributions made with respect to holders of Warrants, the Class A Common Stock, Class B Common Stock or Class C B Common Stock Stock, such dividends or distributions shall also be made to holders Holders of Warrants, Class A Common Stock, Class B Common Stock and Class C Common Stock Warrants concurrently and on a pro rata basis (in the case of Holders of Warrants, based on their ownership of Class A Common Stock underlying their Warrants on an as-exercised basis); provided, provided that no such distribution shall be made by or on behalf to Holders of the Company to holders of the Warrants, and also shall then not be made to holders of the Class A Common Stock, Class B Common Stock or Class C Common Stock, Warrants if (x) the Act or an FCC ruling, regulation or policy Rule prohibits such distribution to Holders of Warrants or (y) the Company’s FCC counsel opines that such distribution is reasonably likely to cause (i) the Company to violate the Act or any applicable FCC rules or regulations Rule or (ii) any such Warrant Holder not to be deemed to hold an attributable a non-cognizable (under FCC Rules governing foreign ownership) future equity interest in the Company; provided further, that, if any distribution of Common Stock or any other securities to a Holder is not permitted pursuant to clauses (x) or (y), the Company shall cause economically equivalent warrants to be distributed to such Holder in lieu thereof, to the extent that such distribution of warrants would not violate the Act or any applicable FCC Rules. (c) Any To the extent within the control of the Company, any tender or exchange offer subject to Section Sections 13 or 14 of the Exchange Act for Class A Common Stock, Class B Common Stock, Class C Common Stock or Warrants shall be made concurrently and on a pro rata basis (in the case of Holders of Warrants, based upon their ownership of Class A Common Stock underlying their Warrants on an as-exercised/as-converted exercised basis) to all holders of Class A Common Stock, Class B Common Stock, Class C Common Stock and Warrants. (d) Distributions to Holders of Warrants and payments to Holders of Warrants pursuant to a tender or exchange offer for Warrants subject to Section Sections 13 or 14 of the Exchange Act shall be made in compliance with the Act and FCC Rules, including those provisions relating to multiple ownership and alien ownershipOwnership Conditions.

Appears in 1 contract

Samples: Warrant Agreement (iHeartMedia, Inc.)

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Distributions and Purchases. (a) All distributions on and purchases of capital stock and capital stock equivalents shall be approved by the Board of Directors in its sole discretion and made in accordance with applicable Lawlaw. (b) All distributions to holders of Warrants, Class A Common Stock, Class B Common Stock or Class C B Common Stock shall be made to holders of Warrants, Class A Common Stock, Class B Common Stock and Class C B Common Stock concurrently and on a pro rata basis (in the case of Holders of Warrants, based on their ownership of Class A B Common Stock underlying their Warrants on an as-exercised basis), provided that no such distribution shall be made by or on behalf of the Company to holders of the Warrants, and also shall then not be made to holders of the Class A Common Stock, Stock and Class B Common Stock or Class C Common Stock, if (x) an FCC ruling, regulation or policy prohibits such distribution to Holders of Warrants or (y) the Company’s FCC counsel opines that such distribution is reasonably likely to cause (i) the Company to violate any applicable FCC rules or regulations or (ii) any such Warrant Holder to be deemed to hold an attributable interest in the Company. (c) Any tender or exchange offer subject to Section 13 or 14 of the Exchange Act for Class A Common Stock, Class B Common Stock, Class C Common Stock or Warrants shall be made concurrently and on a pro rata basis (in the case of Holders of Warrants, based upon their ownership of Class A B Common Stock underlying their Warrants on an as-exercised/as-converted exercised basis) to all holders of Class A Common Stock, Class B Common Stock, Class C Common Stock and Warrants. (d) Distributions to Holders of Warrants and payments to Holders of Warrants pursuant to a tender or exchange offer for Warrants subject to Section 13 or 14 of the Exchange Act shall be made in compliance with the Act and FCC Rules, including those provisions relating to multiple FCC’s media ownership and attribution rules and alien ownershipownership restrictions.

Appears in 1 contract

Samples: Warrant Agreement (Citadel Broadcasting Corp)

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