Common use of Approval of Charter Amendments Clause in Contracts

Approval of Charter Amendments. Concurrently with the execution and delivery of this Agreement, each Stockholder, in such Stockholder’s capacity as an owner of record of the shares of Class A Common Stock set forth opposite the name of such Stockholder set forth on Schedule 1 attached hereto, acting with respect to all of such shares of Class A Common Stock, has delivered to the Company, as applicable, a duly executed counterpart of a written consent in lieu of a meeting of stockholders of the Company, in the form attached hereto as Exhibit A, approving and consenting to various matters, including each of the following: (i) the Certificate of Amendment in the form attached to such written consent; (ii) the Restated Certificate of Incorporation in the form attached to such written consent; and (iii) the Amended and Restated Bylaws of the Company in the form attached to such written consent (the “Restated Bylaws”). The Company shall file the Certificate of Amendment with the Delaware Secretary of State, and the Certificate of Amendment shall become effective under the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”) prior to the IPO Closing Time. The Restated Certificate of Incorporation and the Restated Bylaws shall become effective under the Delaware General Corporation Law as of the IPO Closing Time or as soon as reasonably practicable thereafter and shall continue in effect thereafter until amended in accordance with their respective terms and the Delaware General Corporation Law.

Approval of Charter Amendments. Concurrently with the execution and delivery of this Agreement, each Series A Stockholder, in such Series A Stockholder’s capacity as an owner of record of the shares of Class Series A Common Preferred Stock set forth opposite the name of such Stockholder set forth on Schedule 1 attached hereto, acting with respect to all of such shares of Class Series A Common StockPreferred Stock so owned of record, has delivered to the Company, as applicable, Company a duly executed counterpart of a written consent in lieu of a meeting of stockholders of the Company, in the form attached hereto as Exhibit A, approving and consenting to various matters, including each of the following: (i) the Certificate of Amendment in the form attached to such written consentconsent (the “Certificate of Amendment”); (ii) the Restated Certificate of Incorporation in the form attached to such written consent; and (iii) the Amended and Restated Bylaws of the Company in the form attached to such written consent (the “Restated Bylaws”). The Company shall file the Certificate of Amendment with the Delaware Secretary of State, and the Certificate of Amendment shall become effective under the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”) ), prior to the IPO Closing Time. The Restated Certificate of Incorporation and the Restated Bylaws shall become effective under the Delaware General Corporation Law as of the IPO Closing Time or as soon as reasonably practicable thereafter and shall continue in effect thereafter until amended in accordance with their respective terms and the Delaware General Corporation Law.

Approval of Charter Amendments. Concurrently with the execution and delivery of this Agreement, each Stockholder, in such Stockholder’s capacity as an owner of record of the number of shares of Class A Common Stock set forth opposite the name of such Stockholder set forth on Schedule 1 attached hereto, acting with respect to all of such shares of Class A Common StockStock so owned of record, has delivered to the Company, as applicable, Company a duly executed counterpart of a written consent in lieu of a meeting of stockholders of the Company, in the form attached hereto as Exhibit A, approving and consenting to various matters, including each of the following: (i) the Certificate of Amendment in the form attached to such written consent; (ii) the Restated Certificate of Incorporation in the form attached to such written consent; and (iii) the Amended and Restated Bylaws of the Company in the form attached to such written consent (the “Restated Bylaws”). The Company shall file the Certificate of Amendment with the Delaware Secretary of State, and the Certificate of Amendment shall become effective under the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”) ), prior to the IPO Closing Time. The Restated Certificate of Incorporation and the Restated Bylaws shall become effective under the Delaware General Corporation Law as of the IPO Closing Time or as soon as reasonably practicable thereafter and shall continue in effect thereafter until amended in accordance with their respective terms and the Delaware General Corporation Law.

Approval of Charter Amendments. Concurrently with the execution and delivery of this Agreement, each Stockholder, in such Stockholder’s Stockholders’ capacity as owner of record or trustee, general partner, managing member, attorney-in-fact or other authorized signatory of an owner or owners of record of the shares of Class A Common Stock and Class B Common Stock set forth opposite the name of such Stockholder set forth on Schedule 1 attached hereto, acting with respect to all of such shares of Class A Common StockStock and Class B Common Stock so owned of record, has delivered to the Company, as applicable, a one or more duly executed counterpart counterparts of a written consent in lieu of a meeting of stockholders of the Company, in the form attached hereto as Exhibit A, approving and consenting to various matters, including each of the following: (i) the Certificate of Amendment in the form attached to such written consent; (ii) the Restated Certificate of Incorporation in the form attached to such written consent; and (iii) the Amended and Restated Bylaws of the Company in the form attached to such written consent (the “Restated Bylaws”). The Company shall file the Certificate of Amendment with the Delaware Secretary of State, and the Certificate of Amendment shall become effective under the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”) ), prior to the IPO Closing Time. The Restated Certificate of Incorporation and the Restated Bylaws shall become effective under the Delaware General Corporation Law as of the IPO Closing Time or as soon as reasonably practicable thereafter and shall continue in effect thereafter until amended in accordance with their respective terms and the Delaware General Corporation Law.