Common use of Participation Offer Clause in Contracts

Participation Offer. (a) Subject to the terms and provisions of this Article III, if JCM shall hereafter acquire, and shall determine to exercise, any right (an "Acquisition Right") to acquire any Equity Securities or any Rights to acquire any Equity Securities of any Covered Issuer from such Covered Issuer or any third-party which is not a Related Party or Affiliate of JCM (collectively, "Subject Securities"), other than an Exempt Acquisition Right, JCM shall promptly notify the Xxxxxxx Group Representative of such Acquisition Right and shall either offer or cause such Covered Issuer or third party to offer to the Xxxxxxx Group (a "Participation Offer"), in the manner hereinafter set forth, the opportunity to acquire, collectively and on economic terms on a per share or per security basis that are substantially identical to those offered to JCM, up to, but in no event more than the number or amount (as appropriate) of Subject Securities equal to the product obtained by multiplying the total number or amount (as appropriate) of such Subject Securities as to which JCM exercises such Acquisition Right by a fraction the numerator of which is the total number of High Vote Shares Beneficially Owned by any and all members of the Xxxxxxx Group as of the date the applicable Participation Notice is given and the denominator of which is the sum of (i) the total number of High Vote Shares Beneficially Owned by any and all members of the Xxxxxxx Group as of such date plus (ii) the total number of High Vote Shares Beneficially Owned by any and all members of the Xxxxxx Group as of such date. If, when and to the extent the options to acquire shares of TCI capital stock created in favor of JCM by the June 16 Stock Transaction (as defined in the Settlement Agreement) are exercised, they shall collectively constitute an Acquisition Right subject to this Article III, but the number of shares which are Subject Shares with respect to such Acquisition Right shall be reduced by the number of TCI Low Vote Shares that the Xxxxx Estate has the right to exchange pursuant to numbered paragraph 24 of the Settlement Agreement. The term Acquisition Right includes any right of JCM (if and to the extent exercised) to acquire Equity Securities of a Covered Issuer in connection with a "going private" transaction involving that Covered Issuer. (b) The Xxxxxxx Group may exercise in whole or in part its rights under Section 3.1(a) with respect to any Acquisition Right. Subject to the terms and conditions set forth Section 3.2, the Subject Securities that the Xxxxxxx Group shall be entitled to acquire with respect to any Participation Offer may be allocated among the members of the Xxxxxxx Group in any manner in which they agree among themselves. Without limiting the generality of Section 6.2, the members of the Xxxxxx Group and each Covered Issuer shall be entitled to rely exclusively and conclusively on information provided by the Xxxxxxx Group Representative as to any such allocation or other matters in connection with the exercise of the rights of the Xxxxxxx Group under this Article III and shall not, in any event, have any liability to any member of the Xxxxxxx Group as a result of such reliance.

Participation Offer. (a) Subject Prior to consummating any Third-Party Sale and after complying with the terms and provisions of this Article IIISection 2.3 above, if JCM the Stockholder proposing to complete such Third-Party Sale (the "TRANSFEROR") shall hereafter acquire, and shall determine to exercise, any right offer (an the "Acquisition RightPARTICIPATION OFFER") to acquire include in the proposed Third-Party Sale a number of shares of Stock (regardless of whether such shares are of the same class being sold by the Transferor) designated by any Equity Securities or any Rights of the other Stockholders, not to acquire any Equity Securities exceed, in respect of any Covered Issuer from such Covered Issuer or any third-party which is not a Related Party or Affiliate of JCM (collectively, "Subject Securities"), other than an Exempt Acquisition Right, JCM shall promptly notify the Xxxxxxx Group Representative of such Acquisition Right and shall either offer or cause such Covered Issuer or third party to offer to the Xxxxxxx Group (a "Participation Offer"), in the manner hereinafter set forthStockholder, the opportunity to acquire, collectively and on economic terms on a per share or per security basis that are substantially identical to those offered to JCM, up to, but in no event more than the number or amount (as appropriate) of Subject Securities shares equal to the product obtained of (a) the aggregate number of shares to be sold by multiplying the total number or amount Transferor to the proposed transferee and (as appropriateb) of such Subject Securities as to which JCM exercises such Acquisition Right by a fraction with a numerator equal to the numerator number of which is shares of Fully-Diluted Common Stock held by such other Stockholder and a denominator equal to the number of shares of Fully-Diluted Common Stock held by all Stockholders; PROVIDED that if the consideration to be received by the Transferor includes any securities, only Stockholders who are Accredited Investors shall be entitled to include their shares in such sale (but in such a case, each Stockholder shall be entitled to include in such sale a number of its shares, without duplication, equal to the total number of High Vote Shares Beneficially Owned shares held by any and all members its Affiliates which are excluded from such sale by the operation of this proviso). The Transferor shall give written notice to each other non-transferring Stockholder of the Xxxxxxx Group as Participation Offer (the "TRANSFEROR'S NOTICE") at least 20 days prior to the proposed Third-Party Sale. The Transferor's Notice shall specify (a) the Offer Price for which the Transferor proposes in good faith to sell the shares to be offered in such Third-Party Sale (the "SALE SHARES"), (b) the identity of the date the applicable Participation Notice is given and the denominator of which is the sum of purchaser in such Third-Party Sale (iif then known), (c) the total number of High Vote Shares Beneficially Owned by any place and date on which the Third -Party Sale is to be consummated and (d) all members other material terms of the Xxxxxxx Group as proposed Third-Party Sale. Each Stockholder who wishes to include shares of such Common Stock in the proposed Third-Party Sale in accordance with the terms of this Section 2.4 shall so notify the Transferor not more than 10 days after the date plus (ii) the total number of High Vote Shares Beneficially Owned by any and all members of the Xxxxxx Group as Transferor's Notice. The Participation Offer shall be conditioned upon the Transferor's sale of such dateCommon Stock pursuant to the transactions contemplated in the Transferor's Notice with the transferee named therein. IfIf any other Stockholder or other Stockholders have accepted the Participation Offer, when and the Transferor shall reduce to the extent the options to acquire shares of TCI capital stock created in favor of JCM by the June 16 Stock Transaction (as defined in the Settlement Agreement) are exercised, they shall collectively constitute an Acquisition Right subject to this Article III, but necessary the number of shares which are Subject Shares with respect of Common Stock it otherwise would have sold in the proposed sale so as to such Acquisition Right shall be reduced by permit other Stockholders who have accepted the Participation Offer to sell the number of TCI Low Vote Shares shares that they are entitled to sell under this Section 2.4, and the Xxxxx Estate has Transferor and such other Stockholder or other Stockholders shall sell the right to exchange pursuant to numbered paragraph 24 number of shares of Common Stock specified in the Settlement Agreement. The term Acquisition Right includes any right of JCM (if and Participation Offer to the extent exercised) to acquire Equity Securities of a Covered Issuer proposed transferee in connection accordance with a "going private" transaction involving that Covered Issuer. (b) The Xxxxxxx Group may exercise in whole or in part its rights under Section 3.1(a) with respect to any Acquisition Right. Subject to the terms and conditions of such sale set forth Section 3.2, in the Subject Securities that the Xxxxxxx Group shall be entitled to acquire with respect to any Participation Offer may be allocated among the members of the Xxxxxxx Group in any manner in which they agree among themselves. Without limiting the generality of Section 6.2, the members of the Xxxxxx Group and each Covered Issuer shall be entitled to rely exclusively and conclusively on information provided by the Xxxxxxx Group Representative as to any such allocation or other matters in connection with the exercise of the rights of the Xxxxxxx Group under this Article III and shall not, in any event, have any liability to any member of the Xxxxxxx Group as a result of such relianceTransferor's Notice.

Participation Offer. (a) Subject Prior to consummating any Third-Party Sale and after complying with the terms and provisions of this Article IIISection 2.3 above, if JCM shall hereafter acquire, and shall determine the Stockholder proposing to exercise, any right complete such Third-Party Sale (an the "Acquisition RightTransferor") to acquire any Equity Securities or any Rights to acquire any Equity Securities of any Covered Issuer from such Covered Issuer or any third-party which is not a Related Party or Affiliate of JCM shall offer (collectively, "Subject Securities"), other than an Exempt Acquisition Right, JCM shall promptly notify the Xxxxxxx Group Representative of such Acquisition Right and shall either offer or cause such Covered Issuer or third party to offer to the Xxxxxxx Group (a "Participation Offer")) to include in the proposed Third-Party Sale a number of shares of Stock (regardless of whether such shares are of the same class being sold by the Transferor) designated by any of the other Stockholders, not to exceed, in the manner hereinafter set forthrespect of any such other Stockholder, the opportunity to acquire, collectively and on economic terms on a per share or per security basis that are substantially identical to those offered to JCM, up to, but in no event more than the number or amount (as appropriate) of Subject Securities shares equal to the product obtained of (a) the aggregate number of shares to be sold by multiplying the total number or amount Transferor to the proposed transferee and (as appropriateb) of such Subject Securities as to which JCM exercises such Acquisition Right by a fraction with a numerator equal to the numerator number of which is shares of Fully-Diluted Common Stock held by such other Stockholder and a denominator equal to the number of shares of Fully-Diluted Common Stock held by all Stockholders; provided that if the consideration to be received by the Transferor includes any securities, only Stockholders who are Accredited Investors shall be entitled to include their shares in such sale (but in such a case, each Stockholder shall be entitled to include in such sale a number of its shares, without duplication, equal to the total number of High Vote Shares Beneficially Owned shares held by any and all members its Affiliates which are excluded from such sale by the operation of this proviso). The Transferor shall give written notice to each other non-transferring Stockholder of the Xxxxxxx Group as Participation Offer (the "Transferor's Notice") at least 20 days prior to the proposed Third-Party Sale. The Transferor's Notice shall specify (a) the Offer Price for which the Transferor proposes in good faith to sell the shares to be offered in such Third-Party Sale (the "Sale Shares"), (b) the identity of the date the applicable Participation Notice is given and the denominator of which is the sum of purchaser in such Third-Party Sale (iif then known), (c) the total number of High Vote Shares Beneficially Owned by any place and date on which the Third-Party Sale is to be consummated and (d) all members other material terms of the Xxxxxxx Group as proposed Third-Party Sale. Each Stockholder who wishes to include shares of such Common Stock in the proposed Third-Party Sale in accordance with the terms of this Section 2.4 shall so notify the Transferor not more than 10 days after the date plus (ii) the total number of High Vote Shares Beneficially Owned by any and all members of the Xxxxxx Group as Transferor's Notice. The Participation Offer shall be conditioned upon the Transferor's sale of such dateCommon Stock pursuant to the transactions contemplated in the Transferor's Notice with the transferee named therein. IfIf any other Stockholder or other Stockholders have accepted the Participation Offer, when and the Transferor shall reduce to the extent the options to acquire shares of TCI capital stock created in favor of JCM by the June 16 Stock Transaction (as defined in the Settlement Agreement) are exercised, they shall collectively constitute an Acquisition Right subject to this Article III, but necessary the number of shares which are Subject Shares with respect of Common Stock it otherwise would have sold in the proposed sale so as to such Acquisition Right shall be reduced by permit other Stockholders who have accepted the Participation Offer to sell the number of TCI Low Vote Shares shares that they are entitled to sell under this Section 2.4, and the Xxxxx Estate has Transferor and such other Stockholder or other Stockholders shall sell the right to exchange pursuant to numbered paragraph 24 number of shares of Common Stock specified in the Settlement Agreement. The term Acquisition Right includes any right of JCM (if and Participation Offer to the extent exercised) to acquire Equity Securities of a Covered Issuer proposed transferee in connection accordance with a "going private" transaction involving that Covered Issuer. (b) The Xxxxxxx Group may exercise in whole or in part its rights under Section 3.1(a) with respect to any Acquisition Right. Subject to the terms and conditions of such sale set forth Section 3.2, in the Subject Securities that the Xxxxxxx Group shall Transferor's Notice. Clear Channel Stockholders will not be entitled to acquire with respect participate in a Participation Offer made by any other Clear Channel Stockholder. The provisions of this Section 2.4 shall not apply to any Participation Offer may be allocated among Third Party Sales of 100,000 Covered Shares or less in the members aggregate in any 90-day period that are made at then current market prices in a "broker's transaction" as defined in Section 4(4) of the Xxxxxxx Group in any manner in which they agree among themselves. Without limiting the generality of Section 6.2, the members of the Xxxxxx Group and each Covered Issuer shall be entitled to rely exclusively and conclusively on information provided by the Xxxxxxx Group Representative as to any such allocation or other matters in connection with the exercise of the rights of the Xxxxxxx Group under this Article III and shall not, in any event, have any liability to any member of the Xxxxxxx Group as a result of such relianceSecurities Act.

Participation Offer. (a) Subject to the terms and provisions of this Article III, if JCM shall hereafter acquire, and shall determine to exercise, any right (an "Acquisition Right") to acquire any Equity Securities or any Rights to acquire any Equity Securities of any Covered Issuer from such Covered Issuer or any third-party which is not a Related Party or Affiliate of JCM (collectively, "Subject Securities"), other than an Exempt Acquisition Right, JCM shall promptly notify the Xxxxxxx Group Representative of such Acquisition Right and shall either offer or cause such Covered Issuer or third party to offer to the Xxxxxxx Group (a "Participation Offer"), in the manner hereinafter set forth, the opportunity to acquire, collectively and on economic terms on a per share or per security basis that are substantially identical to those offered to JCM, up to, but in no event more than the number or amount (as appropriate) of Subject Securities equal to the product obtained by multiplying the total number or amount (as appropriate) of such Subject Securities as to which JCM exercises such Acquisition Right by a fraction the numerator of which is the total number of High Vote Shares Beneficially Owned by any and all members of the Xxxxxxx Group as of the date the applicable Participation Notice is given and the denominator of which is the sum of (i) the total number of High Vote Shares Beneficially Owned by any and all members of the Xxxxxxx Group as of such date plus (ii) the total number of High Vote Shares Beneficially Owned by any and all members of the Xxxxxx Group as of such date. If, when and to the extent the options to acquire shares of TCI capital stock created in favor of JCM by the June 16 Stock Transaction (as defined in the Settlement Agreement) are exercised, they shall collectively constitute an Acquisition Right subject to this Article III, but the number of shares which are Subject Shares with respect to such Acquisition Right shall be reduced by the number of TCI Low Vote Shares that the Xxxxx Estate has the right to exchange pursuant to numbered paragraph 24 of the Settlement Agreement. The term Acquisition Right includes any right of JCM (if and to the extent exercised) to acquire Equity Securities of a Covered Issuer in connection with a "going private" transaction involving that Covered Issuer.. 5 (b) The Xxxxxxx Group may exercise in whole or in part its rights under Section 3.1(a) with respect to any Acquisition Right. Subject to the terms and conditions set forth Section 3.2, the Subject Securities that the Xxxxxxx Group shall be entitled to acquire with respect to any Participation Offer may be allocated among the members of the Xxxxxxx Group in any manner in which they agree among themselves. Without limiting the generality of Section 6.2, the members of the Xxxxxx Group and each Covered Issuer shall be entitled to rely exclusively and conclusively on information provided by the Xxxxxxx Group Representative as to any such allocation or other matters in connection with the exercise of the rights of the Xxxxxxx Group under this Article III and shall not, in any event, have any liability to any member of the Xxxxxxx Group as a result of such reliance.