Common use of Company Approvals Clause in Contracts

Company Approvals. The Company has full corporate power ----------------- and authority to execute and deliver this Agreement and, subject to obtaining the necessary approval of this Agreement by the affirmative vote of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class (the "Stockholder Approval"), to consummate -------------------- the Transactions. The execution and delivery of this Agreement by the Company and the consummation of the Transactions have been duly authorized by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary for the execution and delivery of this Agreement by the Company and, subject to the filing of the Certificate of Merger pursuant to Section 2.2 and obtaining the Stockholder Approval, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding obligation of each of Parent and Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors rights generally or by general equitable principles.

Company Approvals. The Company has full corporate power and ----------------- and authority to execute and deliver this Agreement and, subject to obtaining the necessary approval of this Agreement by the affirmative vote of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class (the "Stockholder Approval"), to consummate -------------------- the --------------------- Transactions. The execution and delivery of this Agreement by the Company and the consummation of the Transactions have been duly authorized by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary for the execution and delivery of this Agreement by the Company and, subject to the filing of the Certificate of Merger pursuant to Section 2.2 and obtaining the Stockholder Approval, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding obligation of each of Parent and Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors rights generally or by general equitable principles.

Company Approvals. The Company has full corporate power ----------------- and authority to execute and deliver this Agreement and, subject to obtaining the necessary approval of this Agreement by the affirmative vote of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class (the "Stockholder Approval"), to consummate -------------------- the Transactions. The execution and delivery of this Agreement by the Company and the consummation of the Transactions have been duly authorized by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary for the execution and delivery of this Agreement by the Company and, subject to the filing of the Certificate of Merger pursuant to Section 2.2 and obtaining the Stockholder Approval, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding obligation of each of Parent and Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors rights generally or by general equitable principles.. (b)

Company Approvals. The Company has full corporate power and ----------------- and authority to execute and deliver this Agreement and, subject to obtaining the necessary approval of this Agreement and the transactions contemplated hereby by its shareholders to the affirmative vote of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class (the "Stockholder Approval")extent required by applicable law, to consummate -------------------- the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary for the execution and delivery of this Agreement by the Company and, subject to the filing of the Certificate Agreement of Merger pursuant to Section 2.2 and obtaining the Stockholder Approvalnecessary approvals of the Company's shareholders to the extent required by applicable law, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming (i) this Agreement constitutes a valid and binding obligation of each of Parent and Sub, (ii) the necessary approvals of the Company's shareholders to the extent required by applicable law have been obtained and (iii) the authorizations, consents and approvals described in Section 3.3(b) of this Agreement have been obtained, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws affecting the enforcement of creditors rights generally or by general equitable principles.

Company Approvals. The Company has full corporate power ----------------- and authority to execute and deliver this Agreement and, subject to obtaining the necessary approval of this Agreement by the affirmative vote of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class (the "Stockholder ApprovalSTOCKHOLDER APPROVAL"), to consummate -------------------- the Transactions. The execution and delivery of this Agreement by the Company and the consummation of the Transactions have been duly authorized by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary for the execution and delivery of this Agreement by the Company and, subject to the filing of the Certificate of Merger pursuant to Section 2.2 and obtaining the Stockholder Approval, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding obligation of each of Parent and Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors rights generally or by general equitable principles.

Company Approvals. The Company has full corporate power ----------------- and authority to execute and deliver this Agreement and, subject to obtaining the necessary approval of this Agreement by its stockholders to the affirmative vote of a majority of extent required by applicable law and the outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class (the "Stockholder Approval")NMS, to consummate -------------------- the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary for the execution and delivery of this Agreement by the Company and, subject to the filing of the Certificate of Merger pursuant to Section 2.2 and obtaining the Stockholder Approvalnecessary approvals of the Company's stockholders to the extent required by applicable law and the NMS, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding obligation of each of Parent and Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors rights generally or by general equitable principles.