STOCKHOLDER AGREEMENT
This STOCKHOLDER AGREEMENT (the "AGREEMENT"), dated as of this 28th day of
February, 2000, is entered into by and between Clear Channel Communications,
Inc., a Texas corporation ("PARENT"), and Xxxxxx F.X. Sillerman (the
"STOCKHOLDER").
W I T N E S S E T H:
WHEREAS, Parent, CCU II Merger Sub, Inc., a Delaware corporation ("MERGER
SUB"), and SFX Entertainment, Inc., a Delaware corporation (the "COMPANY"), have
entered into an Agreement and Plan of Merger of even date herewith (as the same
may be amended from time to time the "MERGER AGREEMENT"), pursuant to which the
parties thereto have agreed, upon the terms and subject to the conditions set
forth therein, to merge Merger Sub with and into the Company (the "MERGER");
WHEREAS, as of the date hereof, the Stockholder is the record or beneficial
owner of the number of shares (the "SHARES") of Class A common stock, par value
$0.01 per share, of the Company (the "COMPANY CLASS A COMMON STOCK"), and of
Class B common stock, par value $0.01 per share, of the Company (the "COMPANY
CLASS B COMMON STOCK" and, together with the Company Class A Common Stock, the
"COMPANY COMMON STOCK"), set forth on Schedule I attached hereto; and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has required that the Stockholder agree, and the Stockholder
is willing to agree, to the matters set forth herein. Except as specified
herein, terms defined in the Merger Agreement are used herein as defined
therein.
NOW, THEREFORE, in consideration of the foregoing and the agreements set
forth below, the parties hereto agree as follows:
1. Definitions. Capitalized terms not expressly defined in this Agreement
shall have the meanings ascribed to them in the Merger Agreement. For purposes
of this Agreement:
(a) "Affiliate" of any Person means another Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such first Person.
(b) "Amendment Proposal" shall mean the proposal to amend the Company's
Amended and Restated Certificate of Incorporation as contemplated in Section 3.3
of the Merger Agreement.
(c) "Beneficially Own" or "Beneficial Ownership" with respect to any
securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3(a)(1) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including pursuant to any agreement,
arrangement or understanding, whether or not in writing. The Shares subject to
this Agreement shall include Shares held by the Sillerman
Communications Management Corporation, The Sillerman Companies and Sillerman
Communications Partners as well as any Shares transferred to any Affiliate or
family member of the Stockholder after the date of this Agreement in accordance
with Section 4(a)(vi). For purposes of this Agreement, the Shares Beneficially
Owned by the Stockholder shall not include the shares of Company Class A Common
Stock held of record by Xxxxxx X. Xxxxx, his nominees or his Affiliates (other
than the Stockholder or the entities described above) and with respect to which
the Stockholder has the right to vote.
(d) "Person" shall mean an individual, corporation, limited liability
company, partnership, joint venture, association, trust, unincorporated
organization or other entity.
2. Voting Agreement. From the date of this Agreement and ending as of the
Termination Date, the Stockholder hereby agrees to vote (or cause to be voted)
all of the Shares (and any and all securities issued or issuable in respect
thereof) which the Stockholder is entitled to vote (or to provide his written
consent thereto), at any annual, special or other meeting of the stockholders of
the Company, and at any adjournment or adjournments thereof, or pursuant to any
consent in lieu of a meeting or otherwise:
(a) in favor of the Merger and the approval and adoption of the terms
contemplated by the Merger Agreement and the Amendment Proposal and any actions
required in furtherance thereof;
(b) against any action or agreement that is reasonably likely to result
in a breach in any material respect of any covenant, representation or warranty
or any other obligation of the Company under the Merger Agreement; and
(c) except for all such actions which may be permitted to the Company
under the Merger Agreement, against (i) any extraordinary corporate transaction,
such as a merger, rights offering, reorganization, recapitalization or
liquidation involving the Company or any of its subsidiaries other than the
Merger, (ii) a sale or transfer (other than to a subsidiary of the Company) of
assets of the Company or any of its material subsidiaries comprising more than
15% of the assets of the Company on a consolidated basis, (iii) any change in a
majority of the Board of Directors of the Company other than in connection with
an annual meeting of the stockholders of the Company with respect to the slate
of directors proposed by the incumbent Board of Directors of the Company (in
which case he agrees to vote for the slate proposed by the incumbent Board) or
(iv) any action that is reasonably likely to materially impede, interfere with,
delay, postpone or adversely affect in any material respect the Merger and the
transaction contemplated by the Merger Agreement;
provided, however, that in the event the Parent Common Stock Market Value at the
time any annual, special or other meeting of the stockholders of the Company is
first convened to consider the Merger (or on the date of any consent in lieu of
such a meeting) is less than $69.72 per share, then notwithstanding the
foregoing provisions of this Section 2, the Stockholder may, at his option,
either (i) vote all the Shares in favor of the Merger, the Merger Agreement and
the Amendment Proposal (collectively, the "Merger Proposals") or (ii) in any
class vote of the holders of Company Class A Common Stock on the approval and
adoption of the Merger
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Proposals, vote the Shares in a manner consistent (either all "FOR" or all
"AGAINST") with the vote of the holders of a majority of the holders of Company
Class A Common Stock who vote FOR or AGAINST the Merger Proposals.
3. Capture.
(a) In the event that any of the Shares are sold, transferred,
exchanged, canceled or disposed of in connection with or as a result of any
Acquisition Proposal that is in existence on or that has been otherwise made
prior to the Termination Date (an "Alternative Disposition") then, within five
business days after the closing of such Alternative Disposition, the Stockholder
shall tender and pay to, or shall cause to be tendered and paid to, Parent, or
its designee, in immediately available funds, 30% of the Profit realized from
such Alternative Disposition. As used in this Section 3(a), "Profit" shall mean
an amount equal to the excess, if any, of (i) the Alternative Transaction
Consideration over (ii) the Current Transaction Consideration. As used in this
Section 3, Alternative Transaction Consideration shall mean all cash,
securities, settlement or termination amounts, notes or other debt instruments,
and other consideration received or to be received, directly or indirectly, by
the Stockholder (as well as any members of the Stockholder's family and/or his
Affiliates to whom he has transferred Shares after the date hereof pursuant to
Section 4(a)(vi) below) in respect of the Shares in connection with or as a
result of such Alternative Disposition or any agreements or arrangements
(including, without limitation, any employment agreement (except a bona fide
employment agreement pursuant to which the Stockholder is required to devote,
and under which the Stockholder in good faith intends to devote, substantially
all of his business time and effort to the performance of executive services for
the Company in a manner substantially similar to Stockholder's current
employment arrangements with the Company), consulting agreement, non-competition
agreement, confidentiality agreement, settlement agreement or release agreement)
entered into, directly or indirectly, by the Stockholder as a part of or in
connection with the Alternative Disposition or associated Acquisition Proposal.
As used in this Agreement, Current Transaction Consideration shall mean the sum
of all amounts to be received, directly or indirectly, by the Stockholder
pursuant to Article II of the Merger Agreement as well as the value of all
Options to be received by the Stockholder in connection with the Merger and the
aggregate amount of all other payments or other consideration to be received by
the Stockholder as a direct result of the Merger.
(b) For purposes of determining Profit under this Section 3, (i) all
non-cash items shall be valued based upon the fair market value thereof as
determined by an independent expert selected by Parent and who is reasonably
acceptable to Stockholder, (ii) all deferred payments or consideration shall be
discounted to reflect a market rate of net present value thereof as determined
by the above-referenced independent expert, (iii) all contingent payments will
be assumed to have been paid and (iv) if less than all of the Shares are subject
to the Alternative Disposition, then the Current Transaction Consideration shall
be deemed to be an amount equal to the Current Transaction Consideration
multiplied by a fraction, the numerator of which is the number of the Shares
sold, transferred, exchanged, canceled or disposed of in such Alternative
Disposition and the denominator of which is the total number of the Shares. In
the event any contingent payments included in the determination of Profits
ultimately are not paid pursuant to an Alternative Disposition, then Parent
shall reimburse Stockholder for any amounts paid to
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Parent hereunder in respect of such uncollected contingent payments promptly
after receipt of written notice of such non payment, unless the Stockholder has
not used its best efforts to receive such contingent payments.
(c) In the event that after the date of this Agreement, the amount of
consideration to be received by the holders of Company Common Stock in
connection with the Merger should be increased (a "Second Transaction"), then,
as may be requested by Parent, Stockholder shall either (i) execute and deliver
to Parent such documents or instruments as may be necessary to waive the right
to receive 30% of such increase to the extent that such increase results in any
Profit or (ii) tender and pay, or cause to be tendered and paid, to Parent, or
its designee, in immediately available funds 30% of the Profit realized from
such Second Transaction. As used in this Section 3(c), Profit shall mean an
amount equal to the excess, if any, of (y) the Second Transaction Consideration
over (z) the Current Transaction Consideration. As used in this Agreement,
Second Transaction Consideration shall mean all cash, securities, settlement or
termination amounts, notes or other debt instruments, and other consideration
received or to be received, directly or indirectly, by the Stockholder (as well
as any members of the Stockholder's family and/or his Affiliates to whom he has
transferred Shares after the date hereof pursuant to Section 4(a)(vi) below) in
respect of the Shares in connection with or as a result of the Second
Transaction or any agreements or arrangements (including, without limitation,
any employment agreement (except a bona fide employment agreement pursuant to
which the Stockholder is required to devote, and under which Stockholder in good
faith intends to devote, substantially all of his business time and effort to
the performance of executive services for the Company in a manner substantially
similar to Stockholder's current employment arrangements with the Company),
consulting agreement, non-competition agreement, confidentiality agreement,
settlement agreement or release agreement) entered into, directly or indirectly,
by the Stockholder as a part of or in connection with the Second Transaction.
4. Covenants, Representations and Warranties of the Stockholder and Parent.
(a) The Stockholder hereby represents, warrants and covenants to Parent
as follows:
(i) Ownership. As of the date of this Agreement, the Stockholder is
either (A) the record and Beneficial Owner of, or (B) the Beneficial
Owner but not the record holder of, the number of issued and
outstanding Shares set forth on Part A of Schedule I hereto and the
Options and SARs set forth on Part B of Schedule I hereto. As of the
date of this Agreement, the Shares set forth on Part A of Schedule I
hereto constitute all of the issued and outstanding Shares owned of
record or Beneficially Owned by the Stockholder. Except as otherwise
set forth in Part A to Schedule I, the Stockholder has sole power of
disposition, sole power of conversion, sole power to demand appraisal
rights and sole power to agree to all of the matters set forth in this
Agreement, in each case with respect to all of the Shares set forth on
Part A of Schedule I hereto, with no material limitations,
qualifications or restrictions on such rights, subject to applicable
securities laws, the terms of this Agreement and to the right of
pledgees under the pledge
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agreements entered into in connection with bona fide lending
transactions that are not entered into in connection with an
Acquisition Proposal.
(ii) Power; Binding Agreement. The Stockholder has the legal
capacity, power and authority to enter into and perform all of the
Stockholder's obligations under this Agreement. This Agreement has been
duly and validly executed and delivered by the Stockholder and
constitutes a valid and binding agreement of the Stockholder,
enforceable against the Stockholder in accordance with its terms
(except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally and by general equitable principles (regardless of whether
enforceability is considered in a proceeding in equity or at law)).
There is no beneficiary or holder of a voting trust certificate or
other interest of any trust of which the Stockholder is trustee whose
consent is required for the execution and delivery of this Agreement or
the consummation by the Stockholder of the transactions contemplated
hereby. If the Stockholder is married and the Shares constitute
community property, this Agreement has been duly authorized, executed
and delivered by, and constitutes a valid and binding agreement of, the
Stockholder's spouse, enforceable against such person in accordance
with its terms (except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally and by general equitable
principles (regardless of whether enforceability is considered in a
proceeding in equity or at law)).
(iii) No Conflicts. Except for filings under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), no filing with, and no
permit, authorization, consent or approval of, any state or federal
public body or authority is necessary for the execution of this
Agreement by the Stockholder and the consummation by the Stockholder of
the transactions contemplated hereby, except where the failure to
obtain such consent, permit, authorization, approval or filing would
not materially interfere with the Stockholder's ability to perform his
obligations hereunder, and none of the execution and delivery of this
Agreement by the Stockholder, the consummation by the Stockholder of
the transactions contemplated hereby or compliance by the Stockholder
with any of the provisions hereof shall (A) result in a violation or
breach of, or constitute (with or without notice or lapse of time or
both) a default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the
terms, conditions or provisions of any material note, bond, mortgage,
indenture, license, contract, commitment, arrangement, understanding,
agreement or other instrument or obligation of any kind to which the
Stockholder is a party or by which the Stockholder or any of his
properties or assets may be bound, or (B) violate any order, writ,
injunction, decree, judgment, order, statute, rule or regulation
applicable to the Stockholder or any of the Shares, in each such case
except to the extent that any conflict, breach, default or violation
would not interfere with the ability of the Stockholder to perform its
obligations hereunder.
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(iv) No Encumbrances. Except (A) as required by Sections 2 and 3,
(B) for pledges or encumbrances created in compliance with Section
4(a)(vi), and (C) items listed in Schedule I, at all times during the
term hereof, all of the Shares will be held by the Stockholder, an
Affiliate of the Stockholder, by a nominee or custodian for the benefit
of the Stockholder, or by a family member of the Stockholder (subject
to the conditions set forth in clause (vi) below) free and clear of all
liens, claims, security interests, proxies, voting trusts or
agreements, understandings or arrangements or any other encumbrances
whatsoever, except for any liens, claims, understandings or
arrangements that do not limit or impair Stockholder's ability to
perform his obligations under this Agreement.
(v) No Solicitation. The Stockholder shall comply with the terms of
Section 5.10 of the Merger Agreement to the extent such terms would be
applicable to him.
(vi) Restriction on Transfer, Proxies and Non-Interference. Except
as otherwise contemplated by the Merger Agreement or this Agreement,
from and after the date of this Agreement and ending on the Termination
Date, the Stockholder shall not, and shall cause each of his Affiliates
who Beneficially Own any of the Shares not to, directly or indirectly
without the consent of Parent in respect of any Acquisition Proposal or
otherwise: (A) offer for sale, sell, transfer, tender, pledge,
encumber, assign or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to or consent
to the offer for sale, sale, transfer, tender, pledge, encumbrance,
assignment or other disposition of (each, a "Transfer"), any or all of
the Shares, or any interest therein, (B) grant any proxies or powers of
attorney, deposit any Shares into a voting trust or enter into a voting
agreement with respect to any Shares, (C) enter into any agreement or
arrangement providing for any of the actions described in clause (A) or
(B) above or (D) take any action that would reasonably be expected to
have the effect of preventing or disabling the Stockholder from
performing the Stockholder's obligations under this Agreement;
provided, however, the Stockholder may, without the consent of Parent,
(x) Transfer his Shares to members of his family and/or Affiliates,
further provided, however, that such transferees agree to be bound by
the terms of this Agreement and such transferred Shares shall continue
to constitute "Shares" hereunder; and (y) pledge or encumber all or any
portion of the Shares in connection with a bona fide lending
transaction with any institutional lender that is not entered into in
connection with an Acquisition Proposal, provided that the Stockholder
shall not be in default of any obligation securing such pledge. The
Stockholder will provide Parent with notice of any pledge of the
Shares.
(vii) Waiver of Appraisal Rights. The Stockholder hereby waives, and
shall cause any of its Affiliates who hold of record any of the Shares
to waive, any rights of appraisal or rights to dissent from the Merger
that the Stockholder or such Affiliate may have.
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(viii) Further Assurances. From time to time, at Parent's request
and without further consideration, the Stockholder shall execute and
deliver such additional documents as may be necessary or desirable to
consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.
(b) Parent hereby represents, warrants and covenants to the Stockholder
as follows:
(i) Organization, Standing and Corporate Power. Parent is a
corporation duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization, with full corporate power
and authority to own its properties and carry on its business as
presently conducted. Parent has the corporate power and authority to
enter into and perform all of its obligations under this Agreement and
to consummate the transactions contemplated hereby.
(ii) No Conflicts. No filing with, and no permit, authorization,
consent or approval of, any state or federal public body or authority
is necessary for the execution of this Agreement by Parent and the
consummation by Parent of the transactions contemplated hereby, except
where the failure to obtain such consent, permit, authorization,
approval or filing would not interfere with its ability to perform its
obligations hereunder, and none of the execution and delivery of this
Agreement by Parent, the consummation by Parent of the transactions
contemplated hereby or compliance by Parent with any of the provisions
hereof shall (A) conflict with or result in any breach of any
applicable organizational documents applicable to Parent, (B) result in
a violation or breach of, or constitute (with or without notice or
lapse of time or both) a default (or give rise to any third party right
of termination, cancellation, material modification or acceleration)
under any of the terms, conditions or provisions of any note, bond,
mortgage, indenture, license, contract, commitment, arrangement,
understanding, agreement or other instrument or obligation of any kind
to which Parent is a party or by which Parent or any of Parent's
properties or assets may be bound, (C) require any consent, approval,
authorization or permit of, registration, declaration or filing (except
for filings under the Exchange Act) with, or notification to, any
government entity, (D) require any material consent, authorization or
approval of any person other than a governmental entity, or (E) violate
any order, writ, injunction, decree, judgment, order, statute, rule or
regulation applicable to Parent or any of Parent's properties or
assets, in each such case except to the extent that any conflict,
breach, default or violation would not interfere with the ability of
Parent to perform its obligations hereunder.
(iii) Execution, Delivery and Performance by Parent . The execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby have been duly and validly authorized
by the Board of Directors of Parent, and Parent has taken all other
actions required by law, its Amended and Restated Articles of
Incorporation and its Bylaws to
7
consummate the transactions contemplated by this Agreement. This
Agreement constitutes the valid and binding obligations of Parent and
is enforceable in accordance with its terms, except as enforceability
may be subject to bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to or affecting creditors' rights
generally.
(c) The Stockholder hereby represents and warrants to Parent that the
Board of Directors of the Company has approved the terms of this Agreement and
the transactions contemplated herein and such approval is sufficient to render
inapplicable to this Agreement and the transactions contemplated herein the
provisions of Section 203 of the Delaware General Corporation Law.
6. Stop Transfer. From and after the date of this Agreement and ending as
of the first to occur of the Effective Time or the Termination Date, the
Stockholder will not request that the Company register the transfer (book-entry
or otherwise) of any certificate or uncertificated interest representing any of
the Shares, except as otherwise contemplated hereby.
7. Recapitalization; Option Exercise. In the event of a stock dividend or
distribution, or any change in the Shares (or any class thereof) by reason of
any split-up, recapitalization, combination, exchange of shares or the like, the
term "Shares" shall include, without limitation, all such stock dividends and
distributions and any shares into which or for which any or all of the Shares
(or any class thereof) may be changed or exchanged as may be appropriate to
reflect such event. The term "Shares" shall also include any shares of Company
Common Stock with respect to which the Stockholder acquires record or Beneficial
Ownership after the date of this Agreement and prior to the Termination Date.
8. Stockholder Capacity. The Stockholder does not make any agreement or
understanding herein in the Stockholder's capacity as a director or officer of
the Company. The Stockholder executes this Agreement solely in his capacity as a
record owner and/or Beneficial Owner of the Shares and nothing herein shall
limit or affect any actions taken by the Stockholder or any designee of the
Stockholder in his capacity as an officer or director of the Company or any of
its Subsidiaries.
9. No Conversion. The Stockholder will not, prior to the Termination Date,
convert any of the shares of Company Class B Common Stock that he Beneficially
Owns into shares of Company Class A Common Stock.
10. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
other prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof.
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(b) Amendments, Waivers, Etc. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated, except upon
the execution and delivery of a written agreement executed by the parties
hereto.
(c) Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram, telex
or telecopy, or by mail (registered or certified mail, postage prepaid, return
receipt requested) or by any courier service, such as Federal Express, providing
proof of delivery. All communications hereunder shall be delivered to the
respective parties at the following addresses or the addresses set forth on the
signature pages hereto:
If to Stockholder: Xxxxxx F.X. Sillerman
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
with a copy to: Winston & Xxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx
Facsimile: (000) 000-0000
If to Parent: Clear Channel Communications, Inc.
000 Xxxxxxx Xxxxx
Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
with a copy to: Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P.
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Mount
Xxxx Xxxxxxxxxx
Facsimile: (000) 000-0000
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth
above.
(d) Severability. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
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(e) Specific Performance. Each of the parties hereto recognizes and
acknowledges that a breach by the Stockholder of any covenants or agreements
contained in this Agreement will cause the Parent to sustain damages for which
it would not have an adequate remedy at law for money damages, and therefore
each of the parties hereto agrees that in the event of any such breach the
Parent shall be entitled to the remedy of specific performance of such covenants
and agreements and injunctive and other equitable relief in addition to any
other remedy to which they may be entitled, at law or in equity.
(f) Remedies Cumulative. All rights, powers and remedies provided under
this Agreement or otherwise available in respect hereof at law or in equity
shall be cumulative and not alternative, and the exercise of any thereof by any
party shall not preclude the simultaneous or later exercise of any other such
right, power or remedy by such party.
(g) No Waiver. The failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in respect
hereof at law or in equity, or to insist upon compliance by any other party
hereto with its obligations hereunder, and any custom or practice of the parties
at variance with the terms hereof, shall not constitute a waiver by such party
of its right to exercise any such or other right, power or remedy or to demand
such compliance.
(h) No Third Party Beneficiaries. This Agreement is not intended to be
for the benefit of, and shall not be enforceable by, any person or entity who or
which is not a party hereto; provided that, in the event of the Stockholder's
death, the benefits and obligations of the Stockholder hereunder shall inure to
his successors and heirs.
(i) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.
(j) Jurisdiction. Each party hereby irrevocably submits to the
exclusive jurisdiction of the Court of Chancery in the State of Delaware in any
action, suit or proceeding arising in connection with this Agreement, and agrees
that any such action, suit or proceeding shall be brought only in such court
(and waives any objection based on forum non conveniens or any other objection
to venue therein); provided, however, that such consent to jurisdiction is
solely for the purpose referred to in this paragraph and shall not be deemed to
be a general submission to the jurisdiction of said Court or in the State of
Delaware other than for such purposes. Each party hereto hereby waives any right
to a trial by jury in connection with any such action, suit or proceeding.
(k) Descriptive Headings. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
(l) Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which, taken together,
shall constitute one and
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the same Agreement. This Agreement shall not be effective as to any party hereto
until such time as this Agreement or a counterpart thereof has been executed and
delivered by each party hereto.
(m) Trust Funds. In the event that any party hereto should receive any
funds that are to be paid to another party pursuant to the terms of this
Agreement, then the receiving party shall hold such funds in trust for the
benefit of the party entitled to receive such funds and shall promptly pay such
funds to the party entitled to receive such funds in accordance with this
Agreement.
10. Termination. This Agreement shall terminate without any further action
on the part of any party hereto on the first to occur of the Effective Time or
the Termination Date (as such terms are defined in the Merger Agreement).
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STOCKHOLDER AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the Stockholder and a duly authorized officer of Parent on the day and year
first written above.
PARENT:
CLEAR CHANNEL COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------------
Xxxxxxx X. Xxxx
Executive Vice President
and Chief Financial Officer
Address: 000 Xxxxxxx Xxxxx
Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
STOCKHOLDER:
By: /s/ Xxxxxx F.X. Sillerman
-----------------------------------------
XXXXXX F.X. SILLERMAN
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SCHEDULE I
----------
Part A
------
Name of Owner Shares
------------- ------
Xxxxxx F.X. Sillerman 4,082,803 shares of Company Class A Common Stock
2,286,253 shares of Company Class B Common Stock
Part B
------
Name of Owner Other Securities
------------- ----------------
Xxxxxx F.X. Sillerman 3,970,527 Options and Warrants
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