EXHIBIT 7(3)
FORM OF
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of
_________________, 1997, is entered into by and among Clear Channel
Communications, Inc., a Texas corporation (the "COMPANY"), and the persons
listed on the signature pages hereof (the "STOCKHOLDERS").
RECITALS
A. The Company and the Stockholders desire to enter into this
Agreement for the purpose of granting to the Stockholders certain rights with
respect to registering under the Securities Act of 1933, as amended, shares of
Common Stock, par value $.10 per share, of the Company.
B. The Common Stock is being acquired by the Stockholders pursuant
to the stock purchase (the "TRANSACTION") contemplated by the Stock Purchase
Agreement, dated as of February 25, 1997, by and among the Company, Xxxxx Media
Corporation, a Delaware corporation, and the persons listed on Exhibit A
thereto.
AGREEMENT
In consideration of the Recitals and mutual promises contained herein,
and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties, intending to be legally bound, hereby agree as
follows:
1. DEFINITIONS. As used in this Agreement, the following terms
shall have the following meanings:
"ADVICE" shall have the meaning set forth in Section 4 hereof.
"AFFILIATE" means, with respect to any specified person, any other
person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified person. For the purposes of this
definition, "control" when used with respect to any specified 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; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
"AGREEMENT" shall have the meaning set forth in the heading hereof.
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"BUSINESS DAY" means any day that is not a Saturday, a Sunday or a
legal holiday on which banking institutions in the State of New York are not
required to be open.
"CAPITAL STOCK" means, with respect to any person, any and all shares,
interests, participations or other equivalents (however designated) of corporate
stock issued by such person, including each class of common stock and preferred
stock of such person.
"COMMON STOCK" means the Common Stock, par value $.10 per share, of
the Company issued to any Holder named on the signature pages hereof in the
Transaction or any other shares of capital stock or other securities of the
Company into which such shares of Common Stock shall be reclassified or changed,
including, by reason of a merger, consolidation, reorganization or
recapitalization. If the Common Stock has been so reclassified or changed, or
if the Company pays a dividend or makes a distribution on the Common Stock in
shares of capital stock or subdivides (or combines) its outstanding shares of
Common Stock into a greater (or smaller) number of shares of Common Stock, a
share of Common Stock shall be deemed to be such number of shares of stock and
amount of other securities to which a holder of a share of Common Stock
outstanding immediately prior to such change, reclassification, exchange,
dividend, distribution, subdivision or combination would be entitled.
"COMPANY" shall have the meaning set forth in the heading hereof.
"COMPANY COMMON STOCK" shall mean shares of Common Stock, par value
$.10 per share, of the Company.
"DELAY PERIOD" shall have the meaning set forth in Section 2(d)
hereof.
"DEMAND NOTICE" shall have the meaning set forth in Section 2(a)
hereof.
"DEMAND REGISTRATION" shall have the meaning set forth in Section 2(b)
hereof.
"EFFECTIVENESS PERIOD" shall have the meaning set forth in Section
2(d) hereof.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.
"H&F FUNDS" shall mean Xxxxxxx & Xxxxxxxx Capital Partners III, L.P.,
H&F Orchard Partners III, L.P. and H&F International Partners III, L.P.
"HOLDER" means a person who owns Registrable Shares and is either (i)
a Stockholder, (ii) a Permitted Transferee or (iii) a Permitted Assignee.
"INCLUSION NOTICE" shall have the meaning set forth in Section 2(a)
hereof.
"INDEMNIFIED PARTY" shall have the meaning set forth in Section 7(c)
hereof.
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"INDEMNIFYING PARTY" shall have the meaning set forth in Section 7(c)
hereof.
"INSPECTORS" shall have the meaning set forth in Section 4(l) hereof.
"INTERRUPTION PERIOD" shall have the meaning set forth in Section 4
hereof.
"LOSSES" shall have the meaning set forth in Section 7(a) hereof.
"PERMITTED ASSIGNEE" means a Holder who acquires (a) more than $5
million in value of Common Stock at the date of transfer from a Holder, or (b)
Common Stock from a Holder in a transfer in which consent to assignment of this
Agreement is granted pursuant to Section 9(e), in either case in a transfer
exempt pursuant to Rule "4(1-1/2)" (or any similar private transfer exemption),
provided that in each case the transferee assumes and agrees to perform and
becomes a party to this Agreement.
"PERMITTED TRANSFEREES" means, as to any Holder, (A) any other Holder,
(B) any Affiliate or partner of a Stockholder (and in the case of a general
partner of a Stockholder, any partner of such general partner or its partners or
members); (C) any person who is the spouse or former spouse of, or any lineal
descendent (including adopted children) of, or any spouse of such lineal
descendant (including adopted children) of, or the grandparent, parent, brother
or sister of, or spouse of such brother or sister of, a Holder or Permitted
Transferee of such person; (D) upon the death of any Holder or any Permitted
Transferee of such person, the executors of the estate of such Holder or
Permitted Transferee, any of such Holder's or such Permitted Transferee's heirs,
testamentary trustees, devisees, or legatees; (E) any trust principally for the
benefit of one or more of the foregoing Holders or Permitted Transferees
(including a charitable lead or remainder trust); or (F) upon the disability of
any Holder or Permitted Transferee, any guardian or conservator of such Holder
or Permitted Transferee; provided that in each case such transferee assumes and
agrees to perform and becomes a party to this Agreement.
"PERSON" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
"PIGGYBACK REGISTRATION" shall have the meaning set forth in Section
3(a) hereof.
"PROSPECTUS" means the prospectus included in any Registration
Statement (including a prospectus that discloses information previously omitted
from a prospectus filed as part of an effective Registration Statement in
reliance upon Rule 430A), as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the
Registrable Shares covered by such Registration Statement and all other
amendments and supplements to such prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such prospectus.
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"RECORDS" shall have the meaning set forth in Section 4(l) hereof.
"REGISTRABLE SHARES" means shares of Common Stock unless (i) they have
been effectively registered under Section 5 of the Securities Act and disposed
of pursuant to an effective Registration Statement, or (ii) all of such Common
Stock of a Holder can be freely sold and transferred without restriction under
the volume limitation provisions of Rule 144 or Rule 145 under the Securities
Act or any successor rule such that, after any such transfer referred to in this
clause (ii), such securities may be freely transferred without restriction under
the Securities Act. In addition, any shares of Common Stock held by a
Stockholder who owns Common Stock representing more than 1% of the then
outstanding Company Common Stock shall be considered Registrable Shares.
Further, no Holder who is not a Stockholder shall be deemed to own Registrable
Shares after three years from the date hereof. For purposes of this definition,
the H&F Funds shall be considered a single Stockholder.
"REGISTRATION" means registration under the Securities Act of an
offering of Registrable Shares pursuant to a Demand Registration or a Piggyback
Registration.
"REGISTRATION PERIOD" means, as to any Holder, the period beginning on
the date hereof and ending on the date when such Holder no longer owns any
Registrable Shares.
"REGISTRATION STATEMENT" means any registration statement under the
Securities Act of the Company that covers any of the Registrable Shares pursuant
to the provisions of this Agreement, including the related Prospectus, all
amendments and supplements to such registration statement, including pre- and
post-effective amendments, all exhibits thereto and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.
"SEC" means the Securities and Exchange Commission.
"SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.
"STOCKHOLDERS" shall have the meaning set forth in the heading hereof.
"TRANSACTION" shall have the meaning set forth in Recital B.
"UNDERWRITTEN OFFERING" means a registration under the Securities Act
in which securities of the Company are sold to an underwriter for reoffering to
the public.
2. DEMAND REGISTRATION.
(a) Subject to the last sentence of this Section 2(a), any
Holder or Holders shall have the right during the Registration Period, by
written notice (the "DEMAND NOTICE") given to the Company, to request the
Company to register under and in accordance with the provisions of the
Securities Act all or any portion of the Registrable Shares designated
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by such Holders; PROVIDED, HOWEVER, that the aggregate value (based on the
closing price per share of Common Stock at the respective dates of such notices)
of Registrable Shares requested to be registered pursuant to any Demand Notice
and pursuant to any related Inclusion Notices received pursuant to the following
sentence shall be at least $ 20 million. Upon receipt of any such Demand
Notice, the Company shall promptly (and in no event later than 15 days after
receipt of such Demand Notice) notify all other Holders of the receipt of such
Demand Notice and allow them the opportunity to include Registrable Shares held
by them in the proposed registration by submitting their own written notice to
the Company no later than 15 days after receipt of the notice from the Company
of the Demand Notice requesting inclusion of a specified number of such Holders'
Registrable Securities (the "INCLUSION NOTICE"). In connection with any Demand
Registration in which more than one Holder participates, in the event that such
Demand Registration involves an Underwritten Offering and the managing
underwriter or underwriters participating in such offering advise in writing the
Holders of Registrable Shares to be included in such offering that the total
number of Registrable Shares to be included in such offering exceeds the amount
that can be sold in (or during the time of) such offering without delaying or
jeopardizing the success of such offering (including the price per share of the
Registrable Shares to be sold), then the amount of Registrable Shares to be
offered for the account of such Holders shall be reduced pro rata on the basis
of the number of Registrable Shares to be registered by each such Holder. The
Holders as a group shall be entitled to three Demand Registrations pursuant to
this Section 2. If any such Demand Registration does not become effective or is
not maintained for a period (whether or not continuous) of at least 120 days (or
such shorter period as shall terminate when all the Registrable Shares covered
by such Demand Registration (other than any shares reserved for issuance upon
exercise of the underwriters' overallotment option) have been sold pursuant
thereto), the affected Holders will be entitled to an additional Demand
Registration pursuant hereto. For purposes of the foregoing, the 120-day period
does not have to be consecutive and may be interrupted by Delay Periods or
Interruption Periods as set forth herein. It is agreed that the registration of
Registrable Shares pursuant to an Inclusion Notice shall not be deemed to be a
separate Demand Registration. Nothing in this Section 2(a) shall limit any
rights pursuant to Section 3 hereof.
(b) The Company, within 45 days of the date on which the Company
receives a Demand Notice given by Holders in accordance with Section 2(a)
hereof, shall file with the SEC, and the Company shall thereafter use
commercially reasonable efforts to cause to be declared effective, a
Registration Statement on the appropriate form for the registration and sale, in
accordance with the intended method or methods of distribution, of the total
number of Registrable Shares specified by the Holders in such Demand Notice (a
"DEMAND REGISTRATION").
(c) The Company shall use commercially reasonable efforts to
cause the Registration Statement to be declared effective and to keep each
Registration Statement filed pursuant to this Section 2 continuously effective
and usable for the resale of the Registrable Shares covered thereby until the
earlier of (i) 120 days from the date on which the SEC declares such
Registration Statement effective (as such period may be extended pursuant to
this Section 2) and (ii) the date on which all the Registrable Shares covered by
such Registration Statement (other than any shares reserved for issuance upon
exercise of the underwriters' overallotment option) have been sold pursuant to
such Registration Statement.
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(d) Except with respect to the first Demand Notice contemplated
by Section 2(g) hereof, the Company shall be entitled to postpone the filing of
any Registration Statement otherwise required to be prepared and filed by the
Company pursuant to this Section 2 for a reasonable period of time, but not in
excess of 90 days (a "DELAY PERIOD"), if the Board of Directors of the Company
determines in good faith that the registration and distribution of the
Registrable Shares covered or to be covered by such Registration Statement would
materially interfere with any pending material financing, acquisition or
corporate reorganization or other material corporate development involving the
Company or any of its subsidiaries or would require premature disclosure thereof
and promptly gives the Holders written notice of such determination, containing
a general statement of the reasons for such postponement and an approximation of
the period of the anticipated delay; PROVIDED, HOWEVER, that (i) the aggregate
number of days included in all Delay Periods during any consecutive 12 months
shall not exceed the aggregate of (x) 120 days minus (y) the number of days
occurring during all Interruption Periods during such consecutive 12 months and
(ii) a period of at least 60 days shall elapse between the termination of any
Delay Period or Interruption Period and the commencement of the immediately
succeeding Delay Period. If the Company shall so postpone the filing of a
Registration Statement, the Holders of Registrable Shares to be registered shall
have the right to withdraw the request for registration by giving written notice
from the Holders of a majority of the Registrable Shares that were to be
registered to the Company within 30 days after receipt of the notice of
postponement or, if earlier, the termination of such Delay Period (and, in the
event of such withdrawal, such request shall not be counted for purposes of
determining the number of requests for registration to which the Holders of
Registrable Shares are entitled pursuant to this Section 2). The time period
for which the Company is required to maintain the effectiveness of any
Registration Statement shall be extended by the aggregate number of days of all
Delay Periods and all Interruption Periods occurring during such Registration
and such period and any extension thereof is hereinafter referred to as the
"EFFECTIVENESS PERIOD." The Company shall not be entitled to initiate a Delay
Period or an Interruption Period unless it shall (A) concurrently prohibit sales
by all other security holders under registration statements covering securities
held by such other security holders (excluding exercise of options pursuant to a
Form S-8) and (B) forbid purchases and sales in the open market by senior
executives of the Company.
(e) Except with respect to the first Demand Registration
contemplated by Section 2(g) hereof, the Company shall not include any
securities that are not Registrable Shares in any Registration Statement filed
pursuant to this Section 2 without the prior written consent of the Holders of a
majority in number of the Registrable Shares held by Holders covered by such
Registration Statement, which consent shall not be unreasonably withheld.
(f) Holders of a majority in number of the Registrable Shares to
be included in a Registration Statement pursuant to this Section 2 may, at any
time prior to the effective date of the Registration Statement relating to such
Registration, revoke such request by providing a written notice to the Company
revoking such request. The Holders of Registrable Shares who revoke such
request shall reimburse the Company for all its out-of-pocket expenses incurred
in the preparation, filing and processing of the Registration Statement;
PROVIDED, HOWEVER, that, if such revocation was pursuant to Section 2(d) (for a
postponement)
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or was based on the Company's failure to comply in any material respect with its
obligations hereunder, such reimbursement shall not be required, and such
registration shall not count against the maximum number of Demand Registrations
to which the applicable Holders are entitled under Section 2(a). In addition,
if pursuant to the terms of this Section 2(f), the Holders reimburse the Company
for its out-of-pocket expenses incurred in the preparation, filing and
processing of any Registration Statement requested, and subsequently revoked by
such Holder(s), such registration shall not count against the maximum number of
Demand Registrations to which the applicable Holder(s) are entitled under
Section 2(a).
(g) Notwithstanding anything herein to the contrary, the
Stockholders hereby give their first Demand Notice to the Company as set forth
on Schedule I hereto, subject to their right to revoke such request pursuant to
Section 2(f), and understand and agree that the Company intends to include
authorized but unissued Company Common Stock for sale in such Registration
pursuant to a firm commitment Underwritten Offering. In the event the managing
underwriter or underwriters participating in such offering advise in writing the
Company and the Holders of Registrable Shares to be included in such offering
that the total number of Registrable Shares and shares of Company Common Stock
to be sold by the Company to be included in such offering exceeds the amount
that can be sold in (or during the time of) such offering without delaying or
jeopardizing the success of such offering (including the price per share of the
Registrable Shares and other shares of Company Common Stock to be sold), then
the amount of shares to be offered shall be reduced in the following order of
priority: (i) first, the amount of Company Common Stock to be sold by the
Company shall be reduced, to the extent necessary, until such amount equals
zero, and (ii) second, to the extent necessary, the amount of Registrable Shares
shall be reduced pro rata on the basis of the number of Registrable Shares to be
registered by each such Holder. It is understood that the second Demand Notice
may not be given for a period of at least six months after the completion of the
sale of Registrable Shares effected pursuant to the first Demand Registration,
and that the third Demand Notice may not be given for a period of at least
twelve months after the completion of the sale of Registrable Shares effected
pursuant to the second Demand Registration, and that no Demand Notice will be
given for a period of 120 days after the sale of any shares of Company Common
Stock pursuant to a Registration Statement in which the Holders have been given
an opportunity to participate as provided in Section 3(a) hereof and have either
sold any shares as part of such offering or have elected not to participate.
3. PIGGYBACK REGISTRATION.
(a) RIGHT TO PIGGYBACK. If at any time during the Registration
Period the Company proposes to file a registration statement under the
Securities Act with respect to a public offering of securities of the same type
as the Registrable Shares pursuant to a firm commitment Underwritten Offering
for cash for its own account (other than a registration statement (i) on Form
S-8 or any successor forms thereto, or (ii) filed solely in connection with a
dividend reinvestment plan or employee benefit plan of the Company or its
Affiliates) or for the account of any holder of securities of the same type as
the Registrable Shares (to the extent that the Company has the right to include
Registrable Shares in any registration statement to be filed by the Company on
behalf of such holder), then the Company shall give written notice of
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such proposed filing to the Holders at least 10 days before the anticipated
filing date of such registration statement. Such notice shall offer the Holders
the opportunity to register such amount of Registrable Shares as they may
request (a "PIGGYBACK REGISTRATION"). Subject to Section 3(b) hereof, the
Company shall include in each such Piggyback Registration all Registrable Shares
with respect to which the Company has received written requests for inclusion
therein within 10 days after notice has been given to the Holders. Each Holder
shall be permitted to withdraw all or any portion of the Registrable Shares of
such Holder from a Piggyback Registration at any time prior to the effective
date of such Piggyback Registration; PROVIDED, HOWEVER, that if such withdrawal
occurs after the filing of the Registration Statement with respect to such
Piggyback Registration, the withdrawing Holders shall reimburse the Company for
the portion of the registration expenses payable with respect to the Registrable
Shares so withdrawn.
(b) PRIORITY ON PIGGYBACK REGISTRATIONS. The Company shall
permit the Holders to include all such Registrable Shares on the same terms and
conditions as any similar securities, if any, of the Company included therein.
Notwithstanding the foregoing, if the Company or the managing underwriter or
underwriters participating in such offering advise the Holders in writing that
the total amount of securities requested to be included in such Piggyback
Registration exceeds the amount which can be sold in (or during the time of)
such offering without delaying or jeopardizing the success of the offering
(including the price per share of the securities to be sold), then the amount of
securities to be offered for the account of the Holders and other holders of
securities who have registration rights with respect thereto shall be reduced
(to zero if necessary) pro rata on the basis of the number of common stock
equivalents requested to be registered by each such Holder or holder
participating in such offering.
(c) RIGHT TO ABANDON. Nothing in this Section 3 shall create
any liability on the part of the Company to the Holders if the Company in its
sole discretion should decide not to file a registration statement proposed to
be filed pursuant to Section 3(a) hereof or to withdraw such registration
statement subsequent to its filing and prior to the later of its effectiveness
or the release of the Registrable Shares for public offering by the managing
underwriter, in the case of an underwritten public offering, regardless of any
action whatsoever that a Holder may have taken, whether as a result of the
issuance by the Company of any notice hereunder or otherwise.
(d) PRIORITY OVER DEMAND REGISTRATIONS. If the Company at any
time within 15 days after receipt of a Demand Notice (or any applicable Delay
Period) notifies the Holders of its proposal to file a Registration Statement
covered by Section 3(a) hereof pursuant to which a majority of shares to be sold
will be sold by the Company (without regard to any shares to be sold by the
Holders), the Company's proposed filing and notice thereof will take priority
over the Demand Notice, and the Demand Notice will be considered to have been
revoked and will not be considered or counted as a Demand Registration under
Section 2. Subject to the provisions of Section 2(g), the revocation of the
Demand Notice shall in no way affect or preclude a new Demand Notice if the
Company abandons the proposed registration as
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contemplated by Section 3(c). The provisions of this Section 2(d) will not
apply to the first Demand Notice pursuant to Section 2(g) hereof.
4. REGISTRATION PROCEDURES. In connection with the registration
obligations of the Company pursuant to and in accordance with Sections 2 and 3
hereof (and subject to Sections 2 and 3 hereof), the Company shall use
commercially reasonable efforts to effect such registration to permit the sale
of such Registrable Shares in accordance with the intended method or methods of
disposition thereof, and pursuant thereto the Company shall (subject to Sections
2 and 3 hereof):
(a) At least three business days before filing a Registration
Statement or Prospectus, furnish to the Holders (or their representatives) who
are participating in such Registration Statement and the underwriters, if any,
copies of all such documents (which may be drafts or proofs) proposed to be
filed, which documents will be subject to the review of such Holders and such
underwriters (and their respective counsel), and, in the case of a Demand
Registration, the Company will not file any Registration Statement or amendment
thereto or any Prospectus or any supplement thereof to which the registering
Holders or the underwriters, if any, shall reasonably object;
(b) prepare and file with the SEC a Registration Statement for
the sale of the Registrable Shares on any form for which the Company then
qualifies or which counsel for the Company shall deem appropriate in accordance
with such Holders' intended method or methods of distribution thereof, subject
to Section 2(b) hereof, and, subject to the Company's right to terminate or
abandon a registration pursuant to Section 3(c) hereof, use commercially
reasonable efforts to cause such Registration Statement to become effective and
remain effective as provided herein;
(c) prepare and file with the SEC such amendments (including
post-effective amendments) to such Registration Statement, and such supplements
to the related Prospectus, as may be required by the rules, regulations or
instructions applicable to the Securities Act during the applicable period in
accordance with the intended methods of disposition specified by the Holders of
the Registrable Shares covered by such Registration Statement, make generally
available earnings statements satisfying the provisions of Section 11(a) of the
Securities Act (provided that the Company shall be deemed to have complied with
this clause if it has complied with Rule 158 under the Securities Act), and
cause the related Prospectus as so supplemented to be filed pursuant to Rule 424
under the Securities Act; PROVIDED, HOWEVER, that before filing a Registration
Statement or Prospectus, or any amendments or supplements thereto (other than
reports required to be filed by it under the Exchange Act), the Company shall
furnish to the Holders of Registrable Shares covered by such Registration
Statement and their counsel for their reasonable review and comment, copies of
all documents required to be filed;
(d) notify the Holders of any Registrable Shares covered by such
Registration Statement promptly and (if requested) confirm such notice in
writing, (i) when a Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with
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respect to such Registration Statement or any post-effective amendment, when the
same has become effective, (ii) of any request by the SEC for amendments or
supplements to such Registration Statement or the related Prospectus or for
additional information regarding such Holders, (iii) of the issuance by the SEC
of any stop order suspending the effectiveness of such Registration Statement or
the initiation of any proceedings for that purpose, (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Shares for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, and (v) of the happening of any event that requires the making of any
changes in such Registration Statement, Prospectus or documents incorporated or
deemed to be incorporated therein by reference so that they will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading;
(e) use commercially reasonable efforts to obtain the withdrawal
of any order suspending the effectiveness of such Registration Statement, or the
lifting of any suspension of the qualification or exemption from qualification
of any Registrable Shares for sale in any jurisdiction in the United States;
(f) furnish to the Holder of any Registrable Shares covered by
such Registration Statement, each counsel for such Holders and each managing
underwriter, if any, without charge, one conformed copy of such Registration
Statement, as declared effective by the SEC, and of each post-effective
amendment thereto, in each case including financial statements and schedules and
all exhibits and reports incorporated or deemed to be incorporated therein by
reference; and deliver, without charge, such number of copies of the preliminary
prospectus, any amended preliminary prospectus, each final Prospectus and any
post-effective amendment or supplement thereto, as such Holder may reasonably
request in order to facilitate the disposition of the Registrable Shares of such
Holder covered by such Registration Statement in conformity with the
requirements of the Securities Act;
(g) prior to any public offering of Registrable Shares covered
by such Registration Statement, use commercially reasonable efforts to register
or qualify such Registrable Shares for offer and sale under the securities or
Blue Sky laws of such jurisdictions as the Holders of such Registrable Shares
shall reasonably request in writing; PROVIDED, HOWEVER, that the Company shall
in no event be required to qualify generally to do business as a foreign
corporation or as a dealer in any jurisdiction where it is not at the time so
qualified or to execute or file a general consent to service of process in any
such jurisdiction where it has not theretofore done so or to take any action
that would subject it to general service of process or taxation in any such
jurisdiction where it is not then subject;
(h) upon the occurrence of any event contemplated by paragraph
4(d)(v) above, prepare a supplement or post-effective amendment to such
Registration Statement or the related Prospectus or any document incorporated or
deemed to be incorporated therein by reference and file any other required
document so that, as thereafter delivered to the purchasers of the Registrable
Shares being sold thereunder (including upon the termination of any Delay
Period), such Prospectus will not contain an untrue statement of a material fact
or omit to state
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any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading;
(i) use commercially reasonable efforts to cause all Registrable
Shares covered by such Registration Statement to be listed on each securities
exchange or automated interdealer quotation system, if any, on which similar
securities issued by the Company are then listed or quoted;
(j) use commercially reasonable efforts to comply with all
applicable rules and regulations of the SEC and any securities exchange or
regulatory body;
(k) on or before the effective date of such Registration
Statement, provide the transfer agent of the Company for the Registrable Shares
with printed certificates for the Registrable Shares covered by such
Registration Statement which are in a form eligible for deposit with The
Depository Trust Company;
(l) if such offering is an Underwritten Offering, make available
for inspection by any Holder of Registrable Shares included in such Registration
Statement, any underwriter participating in any offering pursuant to such
Registration Statement, and any attorney, accountant or other agent retained by
any such Holder or underwriter (collectively, the "INSPECTORS"), such financial
and other records and other information, pertinent corporate documents and
properties of any of the Company and its subsidiaries and Affiliates
(collectively, the "RECORDS"), as shall be reasonably necessary to enable them
to exercise their due diligence responsibilities; PROVIDED, HOWEVER, that the
Records that the Company determines, in good faith, to be confidential and which
it notifies the Inspector in writing are confidential shall not be disclosed to
any Inspector unless such Inspector signs a confidentiality agreement reasonably
satisfactory to the Company, which agreement shall permit the release of such
Records if such release is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction; PROVIDED, HOWEVER, that each Holder of
Registrable Shares agrees that it shall, promptly after learning that disclosure
of such Records is sought in a court having jurisdiction, give notice to the
Company so that the Company, at the Company's expense, may undertake appropriate
action to prevent disclosure of such Records; and
(m) if such offering is an Underwritten Offering, enter into
such agreements (including an underwriting agreement in form, scope and
substance as is customary in underwritten offerings) and take all such other
appropriate and reasonable actions requested by the Holders of a majority of the
Registrable Shares being sold in connection therewith (including those
reasonably requested by the managing underwriters) in order to expedite or
facilitate the disposition of such Registrable Shares, and in such connection,
(i) use commercially reasonable efforts to obtain opinions of counsel to the
Company and updates thereof (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the managing underwriters and
counsel to the Holders of the Registrable Shares being sold), addressed to each
selling Holder of Registrable Shares covered by such Registration Statement and
each of the underwriters as to the matters customarily covered in opinions
requested in underwritten offerings and such other matters as may be reasonably
requested by such counsel
E-11
and underwriters, (ii) use commercially reasonable efforts to obtain "cold
comfort" letters and updates thereof from the independent certified public
accountants of the Company (and, if necessary, any other independent certified
public accountants of any subsidiary of the Company or of any business acquired
by the Company for which financial statements and financial data are, or are
required to be, included in the Registration Statement), addressed to each
selling Holder of Registrable Shares covered by the Registration Statement
(unless such accountants shall be prohibited from so addressing such letters by
applicable standards of the accounting profession) and each of the underwriters,
such letters to be in customary form and covering matters of the type
customarily covered in "cold comfort" letters in connection with underwritten
offerings (iii) if requested and if an underwriting agreement is entered into,
provide indemnification provisions and procedures substantially to the effect
set forth in Section 7 hereof with respect to all parties to be indemnified
pursuant to said Section. The above shall be done at each closing under such
underwriting or similar agreement, or as and to the extent required thereunder.
In addition, the Company agrees not to effect any public sale or distribution of
Common Stock or any securities convertible into or exchangeable or exercisable
for Common Stock, during the period commencing with the effective date of any
underwritten Demand or Piggyback Registration and until the earlier of (A) the
abandonment of such offering or (B) the termination of any "hold back" period
reasonably requested by the underwriters (with exceptions for issuances pursuant
to outstanding options, warrants, and convertible or exchangeable securities,
pursuant to employee and dividend reinvestment plans, and such other exceptions
as are customary or agreed with the managing underwriter).
The Company may require each Holder of Registrable Shares covered
by a Registration Statement to furnish such information regarding such Holder
and such Holder's intended method of disposition of such Registrable Shares as
it may from time to time reasonably request in writing. If any such information
is not furnished within a reasonable period of time after receipt of such
request, the Company may exclude such Holder's Registrable Shares from such
Registration Statement. In addition, the Company may require each Holder of
Registrable Shares covered by a Registration Statement to agree not to effect
any public sale or distribution of Common Stock, or any securities convertible
into or exchangeable or exercisable for Common Stock, during the period
commencing with the effective date of any underwritten Demand or Piggyback
Registration and until the earlier of (A) the abandonment of such offering or
(B) the termination of any "hold back" period reasonably requested by the
underwriters (with such exceptions as are customary or agreed with the managing
underwriter). In addition, if the Holders have been given an opportunity to
participate in a Registration Statement pursuant to Section 3(a), any Holder who
owns Registrable Shares representing 1% or more of the then outstanding shares
of Common Stock of the Company will agree, if so requested by the Company, not
to effect any public sale or distribution of Common Stock, or any securities
convertible into or exchangeable or exercisable for Common Stock, during the
period commencing with the effective date of any underwritten Piggyback
Registration and until the earlier of (A) the abandonment of such offering or
(B) 30 days after the effective date of such Piggyback Registration; provided
that each officer and director of the Company who beneficially owns 1% or more
of the then outstanding Company Common Stock and each stockholder of the Company
who owns "restricted" shares of Company Common Stock (as defined in Rule 144)
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constituting 1% or more of the then outstanding Company Common Stock agrees to
the same hold-back arrangements.
Each Holder of Registrable Shares covered by a Registration
Statement agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 4(d)(ii), 4(d)(iii),
4(d)(iv) or 4(d)(v) hereof, that such Holder shall forthwith discontinue
disposition of any Registrable Shares covered by such Registration Statement or
the related Prospectus until receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 4(h) hereof, or until such Holder is
advised in writing (the "ADVICE") by the Company that the use of the applicable
Prospectus may be resumed, and has received copies of any amended or
supplemented Prospectus or any additional or supplemental filings which are
incorporated, or deemed to be incorporated, by reference in such Prospectus
(such period during which disposition is discontinued being an "INTERRUPTION
PERIOD") and, if requested by the Company, the Holder shall deliver to the
Company (at the expense of the Company) all copies then in its possession, other
than permanent file copies then in such holder's possession, of the Prospectus
covering such Registrable Shares at the time of receipt of such request.
Each Holder of Registrable Shares covered by a Registration
Statement further agrees not to utilize any material other than the applicable
current preliminary prospectus or Prospectus in connection with the offering of
such Registrable Shares.
5. REGISTRATION EXPENSES. The costs, fees and expenses incident to
the Company's performance of or compliance with this Agreement, including (i)
all registration and filing fees, including NASD filing fees, (ii) all fees and
expenses of compliance with securities or Blue Sky laws, including reasonable
fees and disbursements of counsel in connection therewith, (iii) printing
expenses (including expenses of printing certificates for Registrable Shares and
of printing preliminary and final prospectuses if the printing of prospectuses
is requested by the Holders or the managing underwriter, if any), (iv)
messenger, telephone and delivery expenses, (v) fees and disbursements of
counsel for the Company, (vi) fees and disbursements of all independent
certified public accountants of the Company (including expenses of any "cold
comfort" letters required in connection with this Agreement) and all other
persons retained by the Company in connection with this Agreement and the
Registration Statement, (vii) all other costs, fees and expenses incident to the
Company's performance or compliance with this Agreement (excluding the Company's
internal direct and indirect expenses, any expenses which the Company would
otherwise incur, including the costs of its financial and other reporting under
the Exchange Act and filings made on its own behalf under the Securities Act,
any amounts payable by the Company on behalf of other sellers pursuant to other
registration rights agreements or otherwise, and discounts, commissions and
brokers' fees or fees of similar securities industry professionals and any
transfer taxes payable by the Company, which shall be borne by the Company),
shall be borne by the Holders and, if applicable, the Company, pro rata (based
on the number of Registrable Shares sold by such Holders in such offering as a
percentage of the total number of shares sold in the offering). The fees and
expenses of any persons retained by any Holder, including counsel for such
Holder, and any discounts, commissions or brokers' fees or fees of similar
securities industry professionals and any transfer
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taxes relating to the disposition of the Registrable Shares by a Holder, will be
payable by such Holder.
6. UNDERWRITING REQUIREMENTS.
(a) Subject to Section 6(b) hereof, any Holder giving a Demand
Notice shall have the right, by written notice, to request that any Demand
Registration provide for an Underwritten Offering.
(b) In the case of any Underwritten Offering pursuant to a
Demand Registration, the Company shall select the institution or institutions
that shall manage or lead such offering, with the consent of the Holders of a
majority of the Registrable Shares covered by the Demand Notice to be disposed
of in connection therewith, which consent shall not be unreasonably withheld.
In the case of any Underwritten Offering pursuant to a Piggyback Registration,
the Company shall select the institution or institutions that shall manage or
lead such offering.
7. INDEMNIFICATION.
(a) INDEMNIFICATION BY THE COMPANY. The Company shall, without
limitation as to time, indemnify and hold harmless, to the full extent permitted
by law, each Holder of Registrable Shares whose Registrable Shares are covered
by a Registration Statement or Prospectus, the officers, directors and agents
and employees of each of them, each Person who controls each such Holder (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) and the officers, directors, agents and employees of each such controlling
person, to the fullest extent lawful, from and against any and all losses,
claims, damages, liabilities, judgment, costs (including, without limitation,
costs of preparation and reasonable attorneys' fees) and expenses (collectively,
"LOSSES"), as incurred, arising out of or based upon any untrue or alleged
untrue statement of a material fact contained in such Registration Statement or
Prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or based upon any omission or alleged omission of
a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same are based upon
information furnished in writing to the Company by or on behalf of such Holder
expressly for use therein or by any underwriter in a Demand Registration;
PROVIDED, HOWEVER, that the Company shall not be liable to any such Holder to
the extent that any such Losses arise out of or are based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any preliminary prospectus if (i) having previously been furnished by or on
behalf of the Company with copies of the Prospectus, such Holder failed to send
or deliver a copy of the Prospectus with or prior to the delivery of written
confirmation of the sale of Registrable Shares by such Holder to the person
asserting the claim from which such Losses arise and (ii) the Prospectus would
have corrected in all material respects such untrue statement or alleged untrue
statement or such omission or alleged omission; and provided further, however,
that the Company shall not be liable in any such case to the extent that any
such Losses arise out of or are based upon an untrue statement or alleged untrue
statement or omission or alleged omission in the Prospectus, if (x) such untrue
E-14
statement or alleged untrue statement, omission or alleged omission is corrected
in all material respects in an amendment or supplement to the Prospectus and (y)
having previously been furnished by or on behalf of the Company with copies of
the Prospectus as so amended or supplemented, such Holder thereafter fails to
deliver such Prospectus as so amended or supplemented, prior to or currently
with the sale of Registrable Shares. In connection with any Underwritten
Offering, the Company will also indemnify underwriters, selling brokers, dealer
managers and similar securities industry professionals participating in the
distribution, their officers and directors and each Person who controls such
Persons (within the meaning of Section 15 of the Securities Act) to the same
extent as provided above with respect to indemnification of Holders of
Registrable Shares, or on such other terms as are reasonable and customary and
requested by the managing underwriter.
(b) INDEMNIFICATION BY HOLDER OF REGISTRABLE SHARES. In
connection with any Registration Statement in which a Holder is participating,
such Holder shall furnish to the Company in writing such information as the
Company reasonably requests for use in connection with such Registration
Statement or the related Prospectus and agrees to indemnify, to the full extent
permitted by law, the Company, its directors, officers, agents or employees,
each Person who controls the Company (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act) and the directors, officers,
agents or employees of such controlling Persons, from and against all Losses as
incurred arising out of or based upon any untrue or alleged untrue statement of
a material fact contained in such Registration Statement or the related
Prospectus or any amendment or supplement thereto, or any preliminary
prospectus, or arising out of or based upon any omission or alleged omission of
a material fact required to be stated therein or necessary to make the
statements therein not misleading, to the extent, but only to the extent, that
such untrue or alleged untrue statement or omission or alleged omission is based
upon any information so furnished in writing by or on behalf of such Holder to
the Company expressly for use in such Registration Statement or Prospectus.
(c) If any Person shall be entitled to indemnity hereunder (an
"INDEMNIFIED PARTY"), indemnified party shall give prompt notice to the party
from which such indemnity is sought (the "INDEMNIFYING PARTY") of any claim or
of the commencement of any proceeding with respect to indemnitee party seeks
indemnification or contribution pursuant hereto; PROVIDED, HOWEVER, that the
delay or failure to so notify the indemnifying party shall not relieve the
indemnifying party from any obligation or liability except to the extent that
the indemnifying party has been prejudiced by such delay or failure. The
indemnifying party shall have the right, exercisable by giving written notice to
an indemnified party promptly after the receipt of written notice from such
indemnified party of such claim or proceeding, to assume, at the indemnifying
party's expense, the defense of any such claim or proceeding, with counsel
reasonably satisfactory to such indemnified party; PROVIDED, HOWEVER, that (i)
an indemnified party shall have the right to employ separate counsel in any such
claim or proceeding and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such indemnified party
unless: (1) the indemnifying party agrees to pay such fees and expenses; (2) the
indemnifying party fails promptly to assume the defense of such claim or
proceeding or fails to employ counsel reasonably satisfactory to such
indemnified party; or (3) the named parties to any proceeding (including
impleaded parties) include both such indemnified
E-15
party and the indemnifying party, and such indemnified party shall have been
advised by counsel that there are likely to be one or more legal defenses
available to it that are inconsistent with those available to the indemnifying
party or that a conflict of interest is likely to exist among such indemnified
party and any other indemnified parties (in which case the indemnifying party
shall not have the right to assume the defense of such action on behalf of such
indemnified party); and (ii) subject to clause (3) above, the indemnifying party
shall not, in connection with any one such claim or proceeding or separate but
substantially similar or related claims or proceedings in the same jurisdiction,
arising out of the same general allegations or circumstances, be liable for the
fees and expenses of more than one firm of attorneys (together with appropriate
local counsel) at any time for all of the indemnified parties, or for fees and
expenses that are not reasonable. Whether or not such defense is assumed by the
indemnifying party, such indemnified party shall not be subject to any liability
for any settlement made without its consent. The indemnifying party shall not
consent to entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release, in form and substance reasonably
satisfactory to the indemnified party, from all liability in respect of such
claim or litigation for which such indemnified party would be entitled to
indemnification hereunder.
(d) CONTRIBUTION. If the indemnification provided for in this
Section 7 is unavailable to an indemnified party in respect of any Losses (other
than in accordance with its terms), then each applicable indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the amount paid
or payable by such indemnified party as a result of such Losses, in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party, on the one hand, and such indemnified party, on the other hand, in
connection with the actions, statements or omissions that resulted in such
Losses as well as any other relevant equitable considerations. The relative
fault of such indemnifying party, on the one hand, and indemnified party, on the
other hand, shall be determined by reference to, among other things, whether any
action in question, including any untrue statement of a material fact or
omission or alleged omission to state a material fact, has been taken by, or
relates to information supplied by, such indemnifying party or indemnified
party, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent any such action, statement or omission. The
amount paid or payable by a party as a result of any Losses shall be deemed to
include any legal or other fees or expenses incurred by such party in connection
with any investigation or proceeding. The parties hereto agree that it would
not be just and equitable if contribution pursuant to this Section 7(d) were
determined by pro rata allocation or by any other method of allocation that does
not take account of the equitable considerations referred to in the this Section
7(d). Notwithstanding the provision of this Section 7(d), an indemnifying party
that is a Holder shall not be required to contribute any amount which is in
excess of the amount by which the total proceeds received by such Holder from
the sale of the Registrable Shares sold by such Holder (net of all underwriting
discounts and commissions) exceeds the amount of any damages that such
indemnifying party has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.
E-16
8. RULE 144. The Company covenants that it will use all reasonable
commercial efforts to timely file the reports required to be filed by it under
the Securities Act or the Exchange Act (including but not limited to the reports
under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph
(c)(1) of Rule 144 adopted by the SEC under the Securities Act) and the rules
and regulations adopted by the SEC thereunder (or if the Company is not required
to file such reports, the Company will, upon the request of any Holder of
Registrable Shares, make publicly available other information), and will take
such further action as any Holder of Registrable Shares may reasonably request,
all to the extent required from time to time to enable such Holder of
Registrable Shares to sell Registrable Shares within the exemption provided by
(i) Rule 144 under the Securities Act, as such Rule may be amended from time to
time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon
the request of any Holder of Registrable Shares, the Company will deliver to
such Holder a written statement as to whether it has complied with such
requirements.
9. MISCELLANEOUS.
(a) TERMINATION. Section 2 of this Agreement shall terminate on
the later of 2 years after the date of this Agreement or the date when the H&F
Funds collectively own less than 2,285,000 Registrable Shares (appropriately
adjusted for stock splits, combinations, stock dividends and similar
transactions). This Agreement and the obligations of the Company and the
Holders hereunder (other than Section 7 hereof) shall terminate on the earlier
of (i) the first date on which there remains outstanding Registrable Shares
having a value (based on the closing price per share of Common Stock) of less
than $20 million and (ii) 5 years after the date of this Agreement.
(b) NOTICES. All notices, requests, demands and other
communications which are required or may be given under this Agreement shall be
in writing and shall be deemed to have been duly given when received if
personally delivered; when transmitted if transmitted by telecopy, electronic or
digital transmission method; the day after it is sent, if sent for next day
delivery to a domestic address by recognized overnight delivery service (e.g.,
Federal Express); and upon receipt, if sent by certified or registered mail,
return receipt requested. In each case, notice shall be sent to each of the
Stockholders at the address indicated below such Stockholder's name on the
signature pages hereto, and to the Company at the address indicated below:
Clear Channel Communications, Inc.
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxx
Telecopy: (000) 000-0000
E-17
with a copy to:
Clear Channel Communications, Inc.
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
Telecopy: (000) 000-0000
Piper & Marbury L.L.P.
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: X.X. Xxxxx, Xx., Esq.
Telecopy: (000) 000-0000
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
(c) INTERPRETATION. When a reference is made in this Agreement
to Sections, such reference shall be to a Section of this Agreement unless
otherwise indicated. Headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Whenever the word "include", "includes" or "including" are used
in this Agreement, they shall be deemed to be followed by the words "without
limitation". This Agreement shall not be construed for or against either party
by reason of the authorship or alleged authorship of any provision hereof or by
reason of the status of the respective parties. All terms defined in this
Agreement in the singular shall have the same comparable meanings when used in
the plural and vice versa, unless otherwise specified.
(d) ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This
Agreement constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject matter hereof and is not intended to confer upon any person other than
the parties hereto any rights or remedies hereunder.
(e) ASSIGNMENT. Neither this Agreement nor any of the rights,
interests, or obligations hereunder shall be assigned (whether by operation of
law or otherwise) by any Holder without the consent of the Company, or by the
Company without the consent of Holders of at least a majority in number of the
Registrable Shares then outstanding; provided that any Holder can assign its
rights hereunder to a Permitted Transferee or Permitted Assignee without the
consent of the Company. Subject to the preceding sentence, this Agreement will
be binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns. In no event shall any transferee of
Common Stock be entitled, solely as a result of such transfer, to any of the
benefits of this Agreement or to enforce the same.
(f) GOVERNING LAW. This Agreement shall be construed,
interpreted and the rights of the parties determined in accordance with the laws
of the State of Delaware (without reference to the choice of law provisions),
except with respect to matters of law
E-18
concerning the internal corporate affairs of any corporate entity which is a
party to or the subject of this Agreement, and as to those matters the law of
the jurisdiction under which the respective entity derives its powers shall
govern.
(g) SEVERABILITY. Each party agrees that, should any court or
other competent authority hold any provision of this Agreement or part hereof to
be null, void or unenforceable, or order any party to take any action
inconsistent herewith or not to take an action consistent herewith or required
hereby, the validity, legality and enforceability of the remaining provisions
and obligations contained or set forth herein shall not in any way be affected
or impaired thereby. Upon any such holding that any provision of this Agreement
is null, void or unenforceable, the parties will negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner to the end that the transactions
contemplated by this Agreement are consummated to the extent possible. Except
as otherwise contemplated by this Agreement, to the extent that a party hereto
took an action inconsistent herewith or failed to take action consistent
herewith or required hereby pursuant to an order or judgment of a court or other
competent authority, such party shall incur no liability or obligation unless
such party did not in good faith seek to resist or object to the imposition or
entering of such order or judgment.
(h) INJUNCTIVE RELIEF. The parties acknowledge that it will be
impossible to measure in money the damages that would be suffered if the parties
fail to comply with any of the obligations herein imposed on them and that in
the event of any such failure, an aggrieved person or entity will be irreparably
damaged and will not have an adequate remedy at law. Any such person or entity
shall, therefore, be entitled to injunctive relief, including specific
performance, to enforce such obligations, and if any action should be brought in
equity to enforce any of the provisions of this Agreement, none of the parties
shall raise the defense that there is an adequate remedy at law.
(i) ATTORNEYS' FEES. If any party to this Agreement brings an
action to enforce its rights under this Agreement, the prevailing party shall be
entitled to recover its costs and expenses, including without limitation
reasonable attorneys' fees, incurred in connection with such action, including
any appeal of such action.
(j) CUMULATIVE REMEDIES. All rights and remedies of any party
hereto are cumulative of each other and of every other right or remedy such
party may otherwise have at law or in equity, and the exercise of one or more
rights or remedies shall not prejudice or impair the concurrent or subsequent
exercise of other rights or remedies.
(k) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same instrument and
shall become effective when executed and delivered by each of the parties.
(l) AMENDMENTS AND WAIVERS. Except as otherwise provided
herein, the provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has
E-19
obtained the written consent of Holders of at least a majority in number of the
Registrable Shares then outstanding, or the Holders have obtained the written
consent of the Company.
(m) OTHER AGREEMENTS. The Company shall not enter into any
registration rights agreements which are in conflict with the provisions of this
Agreement.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first above written.
CLEAR CHANNEL COMMUNICATIONS, INC.
By: ________________________
Name:
Title:
STOCKHOLDERS:
[To Come]
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