Common use of The Voting Clause in Contracts

The Voting. Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may have, access to certain confidential information of the Company and/or the Acquiror, such as operational policies, software, source code, design, configuration and related intellectual property, pricing and cost policies that are valuable, special and unique assets of the Company's and/or the Acquiror's respective businesses. The Voting Stockholders agree that they will not disclose such confidential information to any Person for any purpose or reason whatsoever, EXCEPT (i) to authorized representatives of the Acquiror who need to know information in connection with the transactions contemplated hereby, who have been informed of the confidential nature of such information and who have agreed to keep such information confidential as provided hereby, (ii) following the Closing, such information may be disclosed by the Voting Stockholders as is required in the course of performing their duties for the Acquiror or the Company and (iii) to the Stockholders' Agents, to counsel and other advisors, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section, UNLESS (A) such information becomes known to the public generally through no fault of any such Voting Stockholders, (B) disclosure is required by law or the order of any Governmental Authority under color of law, provided, that prior to disclosing any information pursuant to this clause (B), the Voting Stockholders shall, if possible, give prior written notice thereof to the Acquiror and provide the Acquiror with the opportunity to contest such disclosure, or (C) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Voting Stockholders of the provisions of this Section, the Acquiror shall be entitled to an injunction restraining such Voting Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting the Acquiror from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, the Voting Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate confidential information with respect to the Company.

The Voting. Stockholders recognize Trust Agreement constitutes a valid and acknowledge that they had in the past, currently have, and in the future may have, access to certain confidential information binding agreement of the Company, enforceable against the Company and/or in accordance with its terms, except as enforcement may be limited as described by Insolvency Exemption; and the Acquirorprovisions of the Voting Trust Agreement create a "voting trust" as provided in Section 218 under the DGCL. Nothing has come to our attention that would lead us to believe that the Registration Statement (including any Rule 462(b) Registration Statement) or any post-effective amendment thereto (except for financial statements and supporting schedules and other financial data included therein or omitted therefrom and for the Form T-1s, such as operational policiesto which we make no statement), software, source code, design, configuration and related intellectual property, pricing and cost policies that are valuable, special and unique assets at the time the Registration Statement (including any Rule 462(b) Registration Statement) or any post-effective amendment thereto (including the filing of the Company's and/or Annual Report on Form 10-K with the Acquiror's respective businessesCommission) became effective or at the date of the applicable Terms Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus or any amendment or supplement thereto (except for financial statements and supporting schedules and other financial data included therein or omitted therefrom, as to which we make no statement), at the time the Prospectus was issued, at the time any such amended or supplemented prospectus was issued or at the Closing Time, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company and public officials. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991). The Voting Stockholders agree that they will opinion shall contain assumptions, limitations, qualifications and exceptions normally included by counsel in transactions of this kind. FORM OF OPINION OF WILEY, REIN & FIELDING, REGULATORY COUNSEL TO THE COMPANY, TO BE DELIVERED PURSUANT TO SECTION 5(d) (a) The execution, delivery and performance of the Underwriting Agreement, the consummation of the transactions contemplated therein and in the Prospectus and compliance by the Company with its obligations thereunder do not disclose such confidential information to any Person for any purpose or reason whatsoever, EXCEPT violate (i) to authorized representatives the Federal Communications Act of 1934, as amended (the Acquiror who need to know information in connection with the transactions contemplated hereby, who have been informed of the confidential nature of such information and who have agreed to keep such information confidential as provided hereby"Communications Act"), (ii) following any rules or regulations of the ClosingFederal Communications Commission ("FCC") applicable to the Company or its Subsidiary, (iii) any state telecommunications law, rules or regulations ("State Law") applicable to the Company or its Subsidiary, and (iv) to the best of such information may be disclosed by counsel's knowledge, any decree from any court, and (b) no consent, approval, authorization or order of or filing with the Voting Stockholders FCC or any state authority overseeing telecommunications matters ("State Authority"), is necessary for the execution, delivery and performance of the Underwriting Agreement except for consents, approvals, authorizations or orders of or qualifications as is required have already been obtained and except to the extent that the failure to obtain such consents, approvals, authorizations or orders or to qualify with the FCC or any State Authority would not, individually or in the course aggregate, have a material adverse effect on the prospects, condition (financial or otherwise) or in the earnings, business or operations of performing their duties for the Acquiror or the Company and its subsidiary, taken as a whole. (iii2) Except as described in the Prospectus, (a) each of the Company and its Subsidiary has made all reports and filings, and paid all fees, required by the FCC and the State Authorities, and have all certificates, orders, permits, licenses, authorizations, consents and approvals of and from, and have made all filings and registrations, with the FCC and the State Authorities necessary to own, lease, license and use its properties and assets and to conduct the business now operated by them or intended to be operated by them in the manner described in the Prospectus; and (b) to the Stockholders' Agents, to counsel and other advisors, provided that best of such advisers (other than counsel) agree 's knowledge after due inquiry neither the Company nor its subsidiary has received any notice of proceedings relating to the confidentiality provisions violation, revocation or modification of this Sectionany such certificates, UNLESS orders, permits, licenses, authorizations, consents or approvals, or the qualification or rejection of any such filing or registration, the effect of which, singly or in the aggregate, would have a material adverse effect on the prospects, condition, financial or otherwise, earnings, operations or business of the Company and its subsidiary now operated by them or intended to be operated by them in the manner described in the Prospectus taken as a whole. (3) To the best of such counsel's knowledge after due inquiry (A) such information becomes known to no adverse judgment, decree or order of the public generally through no fault FCC or of any such Voting Stockholders, State Authority has been issued against the Company or its subsidiary and (B) disclosure is required no litigation, proceeding, inquiry or investigation has been commenced or threatened against the Company or its subsidiary before or by law the FCC or the order of any Governmental State Authority under color of law, provided, that prior to disclosing any information pursuant to this clause (B), the Voting Stockholders shallwhich, if possible, give prior written notice thereof to the Acquiror and provide the Acquiror with the opportunity to contest such disclosure, or (C) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Voting Stockholders of the provisions of this Section, the Acquiror shall be entitled to an injunction restraining such Voting Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting the Acquiror from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, the Voting Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate confidential information with respect decided adversely to the Company's interest, would have a material adverse effect on the Company and its subsidiary, taken as a whole. (4) The statements in the Prospectus under the captions "Risk Factors -- We Are Subject to Continuing and Detailed Regulation by the FCC", "Risk Factors -- Receivers and Antennas Are Not Yet Available", "Risk Factors -- We May Not Be Able to Compete Effectively Against Conventional Radio Stations, the Other Holder of an FCC License to Provide this Service or Other Potential Providers of this Service", "Business -- Competition", and "Business -- Government Regulation", insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly summarize the matters referred to therein.