PURCHASE AGREEMENT

Exhibit 10.3

PURCHASE AGREEMENT

dated as of April 23, 2009

by and among

WESTWOOD ONE, INC.

and

THE PURCHASERS SIGNATORY HERETO

PURCHASE AGREEMENT

This Purchase Agreement is entered into and dated as of April 23, 2009 (this “Agreement” ), among Westwood One, Inc., a Delaware corporation (the “Company” ), and Gores Radio Holdings, LLC (in each case together with its designees that are Affiliates of The Gores Group, LLC, the “Purchasers” ); and

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, certain securities of the Company pursuant to the terms set forth herein.

NOW, THEREFORE, the Company and each Purchaser, severally and not jointly, hereby agree as follows:

ARTICLE I.
DEFINITIONS

1.1 Definitions . The following terms shall have the meanings set forth in this Section 1.1 :

“ $ ” means U.S. Dollars.

“ Affiliate ” of a Person means any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the first Person. Without limiting the foregoing with respect to a Purchaser, any investment fund, managed account or investment Person that is managed by the same investment manager (or an Affiliate of such investment manager) as such Purchaser will be deemed to be an Affiliate of such Purchaser.

“ Alternative Proposal ” means any bona fide, written, unsolicited offer from a Person (the “ Offeror ”) to acquire solely for cash, whether by merger, consolidation or other business combination, (i) 100% of all classes of equity securities of the Company, or (ii) 100% of the assets of the Company, other than the transactions contemplated by this Agreement, together with reasonable evidence that the Person making such offer has or can obtain pursuant to legally binding obligations sufficient capital to consummate such transaction.

“ Amended and Restated Bylaws ” means the Company’s Amended and Restated Bylaws in the form attached hereto as Exhibit A .

“ assets ” or “property ” means all assets and property of any nature whatsoever, real, personal, mixed, tangible, intangible or otherwise.

“ Base Balance Sheet ” has the meaning set forth in Section 3.1(g) .

“ Board ” means the Board of Directors of the Company.

“ Business Day” means any day except Saturday, Sunday and any day on which banking institutions in New York City are authorized or required by Law or the action of any Governmental Authority to close.

“ Certificate of Incorporation ” means the Company’s Restated Certificate of Incorporation, as amended to date.

“ Certifications ” has the meaning set forth in Section 3.1(g)(iv) .

“ Certificates ” means the Series A-1 Certificate of Designations and the Series B Certificate of Designations.

“ Chanin Fee Letter ” means the letter agreement, dated January 15, 2009, between Gores Radio Holdings, LLC and the Company in connection with the reimbursement of fees and expenses incurred by Chanin Capital Partners.

“ Charter Amendment ” means an amendment to the Certificate of Incorporation in the form attached hereto as Exhibit B to (i) increase the number of authorized shares of Common Stock to 5,000,000,000, (ii) effectuate a subsequent reverse stock split of the outstanding Common Stock, (iii) define the term “Continuing Directors” that is used but not currently defined in the Certificate of Incorporation, (iv) delete Article Sixteenth of the Certificate of Incorporation and (v) delete the second sentence of Article Seventeenth of the Certificate of Incorporation.

“ Closing ” means the closing of the purchase and sale of the Gores Series B Preferred Shares and the issuance and exchange with respect to the Gores Series A-1 Preferred Shares.

“ Closing Date ” means the date on which the Closing occurs.

“ Code ” means the Internal Revenue Code of 1986.

“ Commission ” means the U.S. Securities and Exchange Commission.

“ Common Stock ” means the common stock of the Company, par value $0.01 per share, and any securities into which such stock may hereafter be reclassified.

“ Company ” has the meaning set forth in the recitals hereto.

“ Company Counsel ” means Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Company.

“ Company Employee Plan ” means any employee benefit or compensation plans, contracts, arrangements or commitments (including “employee benefit plans,” as defined in Section 3(3) of ERISA) or any other plans, policies, trust funds or arrangements (whether written or unwritten, insured or self-insured) established, maintained, sponsored or contributed to (or with respect to any obligation that has been undertaken) by the Company, any Subsidiary or any entity that would be treated as a single employer with the Company under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA for any Employee, officer, director, consultant or stockholder or their beneficiaries of the Company or any Subsidiary or with respect to which the Company or any Subsidiary has liability, or makes or has an obligation to make contributions on behalf of any such Employee, officer, director, consultant or stockholder or beneficiary.

“ Confidentiality Agreement ” means the letter agreement, dated October 1, 2007, between The Gores Group, LLC and the Company.

“ Consent ” means any approval, consent, ratification, license, permission, registration, Permit, waiver or other authorization.

“ contract” or “agreement ” means any agreement, contract, lease, mortgage, power of attorney, evidence of indebtedness, letter of credit, undertaking, covenant not to compete, license, instrument, obligation, commitment, understanding, policy, purchase or sales order, quotation or other commitment, whether oral or written, express or implied.

“ control ” including the terms “ controlled by ” and “ under common control with ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or credit arrangement or otherwise.

“ Debt Restructuring Agreements ” means the Financing Documents and the New Loan Agreement Documents as such terms are defined in the Securities Purchase Agreement.

“ Employees ” means the employees of the Company and its Subsidiaries.

“ Encumbrance ” means any charge, claim, community property interest, condition, easement, covenant, warrant, demand, encumbrance, equitable interest, lien, mortgage, option, purchase right, pledge, security interest, right of first refusal or other right of third parties or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Evaluation Material ” has the meaning set forth in the Confidentiality Agreement.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Fairness Opinion ” has the meaning set forth in Section 5.1(k) .

“ FCC ” means the Federal Communications Commission.

“ FCC Licenses ” has the meaning set forth in Section 3.1(d) .

“ Fee Letters ” means, collectively, the Chanin Fee Letter and the Gores Fee Letter.

“ 14f-1 Notice ” has the meaning set forth in Section 3.1(h) .

“ GAAP ” means United States generally accepted accounting principles, as recognized by the American Institute of Certified Public Accountants or the Financial Accounting Standards Board, consistently applied and maintained on a consistent basis for the Company and its Subsidiaries throughout the period indicated.

“ Gores ” means The Gores Group, LLC and any successor or assignee thereof.

“ Gores Credit Guarantee ” means a guarantee in the form attached to the New Credit Facility.

“ Gores Fee Letter ” means the letter agreement, dated January 28, 2009, between Gores Radio Holdings, LLC and the Company in connection with the reimbursement of the fees and expenses incurred by Gores.

“ Gores NFL Guarantee ” means the Guarantee Agreement, dated March 12, 2009, among Gores Capital Partners II, L.P., Gores Co-invest Partnership II, L.P. Gores Capital Advisors II, LLC, Westwood One Radio Networks, Inc., and the National Football League.

“ Gores Preferred Shares ” means the Gores Series A-1 Preferred Shares and the Gores Series B Preferred Shares.

“Gores Securities” means the Gores Preferred Shares and the Underlying Shares with respect to the Gores Preferred Shares.

“ Gores Series A-1 Preferred Shares ” has the meaning set forth in Section 2.1 .

“ Gores Series B Preferred Shares ” means the 25,000 shares of Series B Preferred Stock that are being purchased by the Purchasers at the Closing.

“ Governmental Authority ” means any United States federal, state, provincial, supranational, county or local or any foreign government, governmental, regulatory or administrative authority, agency, self-regulatory body, instrumentality or commission, and any court, tribunal, or judicial or arbitral body (including private bodies) and any political or other subdivision, department or branch of any of the foregoing.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and regulations and rules issued pursuant to that act.

“ Indemnified Party ” has the meaning set forth in Section 4.11(b) .

“ Investor Rights Agreement ” means the Investor Rights Agreement, dated as of the Closing Date, among the Company, Gores Radio Holdings, LLC and the other investors party thereto, in the form of Exhibit C .

“ knowledge ” when used with respect to the Company means the actual knowledge, after reasonable inquiry, of the Persons listed on Schedule B attached hereto, with respect to the matter in question.

“ Laws ” means any foreign, federal, state or local statute, law (including common law), rule, ordinance, code or regulation, any Order, and any regulation, rule, interpretation, guidance, directive, policy statement or opinion of any Governmental Authority.

“ liability ” means any liability or obligation of any kind whatsoever (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether or not reflected or required by GAAP to be reflected on the Base Balance Sheet).

“ Losses ” means any and all damages, fines, penalties, deficiencies, liabilities, claims, losses (including diminution in or loss of value), judgments, awards, settlements, Taxes, actions, obligations and costs and expenses in connection therewith (including interest, court costs and reasonable fees and expenses of attorneys, accountants and other experts, and any other expenses of litigation or other Proceedings (including costs of investigation, preparation and travel) or of any default or assessment).

“ Material Adverse Change ” means any change, effect, event, occurrence, state of facts or developments that has had, or would reasonably be expected to have, a Material Adverse Effect; provided , that, a “Material Adverse Change” shall not be deemed to include any Material Adverse Effect to the extent resulting from (i) changes, after the date hereof, in generally accepted accounting principles, (ii) changes, after the date hereof, in laws, rules or regulations of general applicability or interpretations thereof by Governmental Authorities, or (iii) changes, after the date hereof, in general economic or market conditions, except, with respect to clauses (i), (ii) and (iii), to the extent that the effects of such changes are disproportionately adverse to the condition (financial or otherwise), results of operations, assets, liabilities or business of the Company and its Subsidiaries, taken as a whole.

“ Material Adverse Effect ” means any material adverse effect on (a) the condition (financial or otherwise), results of operations, assets, liabilities or business of the Company and its Subsidiaries taken as a whole, (b) the ability of the Company or any Subsidiary to perform its obligations under this Agreement or any of the other Transaction Documents without substantial delay, or (c) the legality, validity or enforceability of any Transaction Document.

“ New Credit Facility ” means the Credit Agreement, dated as of the Closing Date between the Company, the lenders from time to time party thereto and Wells Fargo Foothill, Inc. as Administrative Agent for the lenders and as a lender.

“ NFL Letter ” shall have the meaning set forth in Section 5.1(n) .

“ Non-Gores Director ” means H. Melvin Ming, Emanuel Nunez and Norman J. Pattiz, so long as each is member of the Board.

“ Order ” means any award, writ, stipulation, determination, decision, injunction, judgment, order, decree, ruling, subpoena or verdict entered, issued, made or rendered by, or any contract with, any Governmental Authority.

“ ordinary course of business ” means the ordinary course of business of the Company and the Subsidiaries consistent with past practice.

“ Permits ” means all Orders, Consents, franchises, grants, easements, variances, exceptions and certificates of any Governmental Authority.

“ Person ” means an individual or corporation, partnership, limited partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any kind.

“ Preferred Shares ” means the shares of Series A-1 Preferred Stock and Series B Preferred Stock to be issued in connection with the Transactions.

“ Proceeding ” means an action, charge, claim, demand, suit, arbitration, inquiry, notice of violation, investigation, litigation, audit or other proceeding (including a partial proceeding, such as a deposition), whether civil, criminal, administrative, investigative or informal.

“ Proxy Statement ” means the proxy statement and ancillary materials to be sent to the stockholders of the Company for the purpose of the Stockholder Approval and all amendments and supplements thereto.

“ Purchase Price ” has the meaning set forth in Section 2.1(a) .

“ Purchasers ” has the meaning set forth in the recitals hereto.

“ Radio Rights Agreement ” means the Radio Rights Agreement, dated March 12, 2009, between National Football League and Westwood One Radio Networks, Inc. and, with respect to Section 10.d thereof only, the Company.

“ Related Person ” means (x) any Affiliate of a Purchaser and any officer, director, partner or member of such Purchaser or any of its Affiliates and (y) any investment fund, investment partnership, investment account or other investment Person whose investment manager, investment advisor, managing member or general partner, is (i) a Purchaser or an Affiliate of a Purchaser or (ii) any officer, director, partner or member of a Purchaser or any of its Affiliates.

“ Registration Rights Agreement ” means the Registration Rights Agreement, dated March 3, 2008, between the Company and Gores Radio Holdings, LLC.

“ Registration Rights Amendment ” means an amendment to the Registration Rights Agreement in the form attached hereto as Exhibit D .

“ Restricted Period ” means from and after the date of this Agreement until May 28, 2009.

“ Rule 144 ” and “ Rule 424 ” means Rule 144 and Rule 424, respectively, promulgated by the Commission pursuant to the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ SEC Documents ” means all SEC Reports filed with or furnished to the Commission by the Company since December 31, 2004, including any amendment thereto since the time of filing (or furnishing), and any documents filed or furnished as exhibits thereto.

“ SEC Reports ” means all forms, reports, schedules, registration statements, definitive proxy or information statements, and other documents required to be filed with or furnished to the Commission, including any amendment thereto since the time of filing (or furnishing), and all documents required to be filed or furnished as exhibits thereto.

“ Securities ” means the Preferred Shares and the Underlying Shares.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Securities Purchase Agreement ” means the Securities Purchase Agreement, dated as of the date hereof, between the Company and the parties set forth on Schedule A thereto.

“ Series A Preferred Stock ” means the Company’s 7.50% Series A Convertible Preferred Stock.

“ Series A-1 Certificate of Designations ” means the certificate of designations relating to the Company’s 7.50% Series A-1 Convertible Preferred Stock, in the form of Exhibit E .

“ Series A-1 Preferred Stock ” means the new series of the Company’s preferred stock to be designated 7.50% Series A-1 Convertible Preferred Stock having the rights, preferences and privileges set forth in the Series A-1 Certificate of Designations.

“ Series A Purchase Agreement ” means the Purchase Agreement, dated February 25, 2008, between the Company and Gores Radio Holdings, LLC.

“ Series B Certificate of Designations ” means the certificate of designations relating to the Company’s 8.0% Series B Convertible Preferred Stock, in the form of Exhibit F .

“ Series B Preferred Stock ” means the new series of the Company’s preferred stock to be designated 8.0% Series B Convertible Preferred Stock having the rights, preferences and privileges set forth in the Series B Certificate of Designations.

“ Stockholder Approval ” means the affirmative vote of the holders of at least 75% of the voting power of all outstanding shares of capital stock of the Company having general voting power, regardless of class and voting together as a single class, for the approval of the Charter Amendment.

“ Stockholders’ Meeting ” means the special meeting of stockholders of the Company called for the purpose of obtaining the Stockholder Approval, including any postponement or adjournment thereof.

“ Subsidiary ” means (a) a corporation more than 50% of the combined voting power of the outstanding voting stock of which is owned, directly or indirectly, by the Company, or by one or more Subsidiaries, or by the Company and one or more Subsidiaries, (b) a partnership of which the Company, or one or more other Subsidiaries, or the Company and one or more Subsidiaries, directly or indirectly, is the general partner and has the power to direct the policies management and affairs or (c) any other Person (other than a corporation) in which the Company, or one or more Subsidiaries, or the Company and one or more Subsidiaries, directly or indirectly, has at least a majority ownership interest and power to direct the policies, management and affairs thereof.

“ Superior Alternative Proposal ” means any Alternative Proposal that provides for (i) full payment in cash of the Superior Alternative Proposal Payment concurrently with the termination of this Agreement, regardless of whether the Superior Alternative Proposal is consummated, and (ii) the majority of Non-Gores Directors determine is more favorable to the Company’s common stockholders than the Transactions, taking into account all of the terms and conditions of such Alternative Proposal and this Agreement (including any proposal by Gores to amend the terms of the Transactions), as well as the anticipated timing, conditions and prospects for completion of such Alternative Proposal.

“ Superior Alternative Proposal Payment ” shall mean the aggregate of the following amounts payable to Gores, offset by the amounts paid by the Company in connection with the reimbursement of actual out-of-pocket fees and expenses of Gores and its Affiliates pursuant to the Fee Letters:

(a) (i) $90 million, representing the liquidation preference of Gores’ existing Series A Preferred Stock or Series A-1 Preferred Stock, as the case may be, plus (ii) all accrued and unpaid dividends thereon, plus (iii) a make whole premium of $15 million; plus

(b) consistent with any compensation received by the holders of Common Stock, any compensation for Gores’ ownership of Common Stock; plus

(c) (i) $25 million, representing the liquidation preference of the Gores Series B Preferred Shares, plus (ii) all accrued and unpaid dividends thereon; plus

(d) $3 million, representing the fee for providing the Gores Credit Guarantee and the Gores NFL Guarantee; plus

(e) reimbursement of any and all payments by Gores or any of its Affiliates pursuant to the Gores NFL Guarantee; plus

(f) reimbursement of any and all payments by Gores or any of its Affiliates pursuant to the Gores Credit Guarantee; plus

(g) reimbursement of all actual out-of-pocket fees and expenses of Gores and its Affiliates pursuant to the Fee Letters.

“ Taxes ” means any and all taxes, fees, levies, duties, tariffs, imposts and other charges of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority or other taxing authority, including: taxes or other charges on or with respect to income, franchise, windfall or other profits, gross receipts, property, sales, use, payroll, employment, social security, workers’ compensation, unemployment compensation or net worth; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value-added or gains taxes; license, registration and documentation fees; and customers’ duties, tariffs and similar charges.

“ Trading Day ” means (a) any day on which the Common Stock is listed and traded on the Trading Market, or (b) if the Common Stock is not then listed and traded on a Trading Market, then any Business Day.

“ Trading Market ” means any national securities exchange, if the Common Stock is then listed on such exchange.

“ Transaction Documents ” means this Agreement, the Investor Rights Agreement, the Certificates, the Gores NFL Guarantee, the Gores Credit Guarantee, the Debt Restructuring Agreements and any other document, instrument or agreement entered into in connection with transactions contemplated hereby and thereby, including the purchase and sale of the Series B Preferred Stock.

“ Transactions ” means the transactions contemplated by the Transaction Documents.

“ Underlying Shares ” means the Common Stock issuable upon conversion of Gores Preferred Shares or otherwise in satisfaction of any other obligation or right of the Company to issue Common Stock pursuant to the Transaction Documents, and in each case, any securities issued or issuable in exchange for or in respect of such securities.

“ U.S. ” means the United States of America.

“ Warrants ” means the warrants to purchase (i) up to 3,330,000 shares of Common Stock at a strike price of $5.00 per share, (ii) up to 3,330,000 shares of Common Stock at a strike price of $6.00 per share, and (iii) up to 3,340,000 shares of Common Stock at a strike price of $7.00 per share, previously sold by the Company to the Purchasers pursuant to the Purchase Agreement dated as February 25, 2008, between the Company and Gores Radio Holdings, LLC.

ARTICLE II.
PURCHASE AND SALE

2.1 Closing .

(a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, (i) the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, the Gores Series B Preferred Shares, for an aggregate purchase price of $25,000,000 (the “ Purchase Price ”), allocated among the Purchasers as reflected on Schedule 2.1(a) , and (ii) the Company shall issue to each Purchaser the number of shares of Series A-1 Preferred Stock set forth opposite that Purchaser’s name on Schedule 2.1(a) (the “ Gores Series A-1 Preferred Shares ”), and each Purchaser shall exchange all of its Series A Preferred Stock for the Gores Series A-1 Preferred Shares. Immediately following the consummation of such exchange, all of the outstanding shares of Series A Preferred Stock shall be cancelled.

(b) The Closing shall take place at the Los Angeles offices of Proskauer Rose LLP at 10:00 A.M. local time on a date designated by Gores that is reasonably satisfactory to the Company, which shall be as soon as practicable, but not later than two (2) Business Days after the satisfaction or waiver of all of the conditions set forth in Article V (other than those conditions that by their nature must be satisfied on the Closing Date), or at such other location or time as the parties may agree (it being understood and agreed that the parties desire the Closing to occur simultaneously with the closing of the transactions contemplated by the Debt Restructuring Agreements).

2.2 Closing Deliveries .

(a) At the Closing, the Company shall deliver or cause to be delivered to each Purchaser the following:

(i) a certificate representing the number of shares of Series B Preferred Stock to be purchased by each such Purchaser at the Closing, registered in the name of such Purchaser;

(ii) a certificate representing the number of shares of Series A-1 Preferred Stock to be issued to each such Purchaser at the Closing, registered in the name of such Purchaser;

(iii) the legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Purchasers, executed by such counsel, the legal opinion of the General Counsel of the Company, in form and substance reasonably satisfactory to the Purchasers, executed by such counsel, and the legal opinion of Lerman Senter PLLC, in form and substance reasonably satisfactory to the Purchasers, executed by such counsel;

(iv) evidence that the Series B Certificate of Designations has been filed with and accepted by the Secretary of State of the State of Delaware;

(v) evidence that the Series A-1 Certificate of Designations has been filed with and accepted by the Secretary of State of the State of Delaware;

(vi) the Investor Rights Agreement, duly executed by the Company and all holders of Series B Preferred Stock (other than the Purchasers);

(vii) the Proxy Statement, in form and substance reasonably satisfactory to the Purchasers;

(viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company certifying as to the fulfillment of each of the conditions set forth in Section 5.1 ; and

(ix) any other document applicable to the Closing reasonably requested by the Purchasers at least five (5) Business Days prior to the Closing Date.

(b) At the Closing, each Purchaser shall deliver or cause to be delivered to the Company (i) the percentage of the Purchase Price indicated below such Purchaser’s name on the signature page of this Agreement under the heading “Applicable Percentage,” in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose and (ii) the certificates evidencing the shares of such Purchaser’s Series A Preferred Stock (or affidavits of loss, as applicable) in exchange for the certificate(s) evidencing the Gores Series A-1 Preferred Shares set forth opposite the name of such Purchaser on Schedule 2.1(a) ; provided , that the surrender of such certificates by such Purchaser shall not be a precondition to the cancellation thereof.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company . The Company hereby represents and warrants to each of the Purchasers that, as of the date hereof and, except for representations and warranties that speak as of a specific date other than the Closing Date, on the Closing Date:

(a)  Organization and Qualification . Except as disclosed in Schedule 3.1(a) , each of the Company and the Subsidiaries is an entity duly incorporated, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Except as disclosed in Schedule 3.1(a) , each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

(b)  Authorization; Enforcement . The Company has the requisite power and authority to enter into and to consummate the Transactions and otherwise to carry out its obligations hereunder and thereunder; provided , that the full conversion of the Preferred Shares is subject to the Stockholder Approval. The execution and delivery of each of the Transaction Documents by the Company and the consummation of the Transactions have been duly authorized by all necessary action on the part of the Company and no further action, approval, consent, ratification, license, permission, registration, waiver or other authorization is required by the Company, the Board or the Company’s stockholders; provided , that the full conversion of the Preferred Shares is subject to the Stockholder Approval. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms. Each of the Board and a duly authorized committee of the Board consisting solely of Non-Gores Directors, by resolutions duly adopted by unanimous vote at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly determined that this Agreement and the Transactions are advisable and in the best interests of, the Company and its stockholders (other than Gores). This Agreement and the Transactions are advisable and fair to, and in the best interests of, the Company and its stockholders (other than Gores).

(c)  No Conflicts . The execution, delivery and performance of the Transaction Documents by the Company and the consummation of the Transactions do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, by-laws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any contract to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in a violation of any Law, except, in the cases of clauses (ii) and (iii), for any such conflict, default, right, violation or other occurrence which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(d)  Filings, Consents and Approvals . Except as listed on Schedule 3.1(d) , neither the Company nor any Subsidiary is required to obtain any Consent of, give any notice to, or make any filing or registration with, any Governmental Authority or other Person in connection with the execution and delivery of the Transaction Documents or the consummation of the Transactions. In connection with this Agreement or any of the Transactions, no SEC Reports are required to be filed by the Company or the Purchasers with the Commission nor is any vote of the stockholders of the Company required, other than (i) Schedule 13D or Form 4 filings by the Purchasers, (ii) filings on Form 3 by newly appointed directors, (iii) filings by the Company on Form 8-K, (iv) in the case of the change in the Board only, the 14f-1 Notice and (v) in the case of the Charter Amendment only, the Proxy and the Stockholder Approval. Schedule 3.1(d) contains a list of all Permits obtained by the Company from the FCC (the “ FCC Licenses ”). The FCC Licenses are all FCC Permits necessary for the Company to own its property and assets and to carry on its business as currently conducted, except where the failure to have any additional FCC license would not reasonably be expected to, individually or in the aggregate, have a material effect. For purpose of the foregoing sentence, the term “material” means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole. To the knowledge of the Company, the FCC Licenses are in full force and effect. For purposes of the foregoing sentence, the term “full force and effect” means that to the knowledge of the Company: (a) the FCC orders or other actions issuing the FCC Licenses have become effective; (b) no stay of effectiveness of such orders or other actions has been issued by the FCC; (c) the FCC Licenses have not been revoked, not renewed, or invalidated; and (d) other than conditions resulting from Proceedings of general applicability or conditions typically imposed on entities with similar FCC Permits, the FCC Licenses have not been subject to the imposition of a material adverse condition by any subsequent published FCC Proceeding.

(e)  Issuance of the Securities . Upon the filing with, and acceptance of, the Certificates by the Secretary of State of the State of Delaware, the Preferred Shares, and, upon the filing with, and acceptance of, the Charter Amendment by the Secretary of State of the State of Delaware the Underlying Shares, will be duly authorized, and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Encumbrances and shall not be subject to preemptive rights or similar rights. Upon the Stockholder Approval and the filing with, and acceptance of, the Charter Amendment by the Secretary of State of the State of Delaware, the number of authorized shares of Common Stock shall be sufficient to permit the conversion in full of the Preferred Shares.

(f)  Capitalization . The number of shares and type of all authorized, issued and outstanding capital stock of the Company (as of the date hereof and on a pro forma basis after giving effect to the Transactions) are set forth in Schedule 3.1(f) . Except as set forth on Schedule 3.1(f) , no securities of the Company or any Subsidiary are entitled or subject to preemptive or similar rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in any of the Transactions. All outstanding shares of capital stock of the Company and each Subsidiary have been duly authorized and validly issued, are fully paid and are nonassessable, and have been issued in compliance with all Laws. Except as a result of the sale of the Securities and as set forth on Schedule 3.1(f) , there are no outstanding options, warrants, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, or contracts by which the Company or any Subsidiary is or may become bound to issue or sell any shares of capital stock of the Company or any Subsidiary, or securities or rights convertible or exchangeable into shares of capital stock of the Company or any Subsidiary. Except as set forth on Schedule 3.1(f) , the issue and sale of the Securities will not obligate the Company to issue any securities to any Person (other than the Purchasers) and will not result in a right of any holder of the Company’s securities to adjust the exercise, conversion, exchange or reset price under such securities. Except as set forth on Schedule 3.1(f) , the Company has not granted or agreed to grant to any Person any rights (including “piggy back” registration rights) to have any securities of the Company registered with the Commission or any other Governmental Authority.

(g) SEC Reports; Press Releases; Financial Statements .

(i) Since December 31, 2004, the Company has filed all SEC Reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, on a timely basis. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, and none of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(ii) As of their respective dates, the financial statements of the Company included in the SEC Documents (A) comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing, (B) have been prepared in accordance with GAAP and (C) fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. Except as set forth on Schedule 3.1(g)(ii) , the financial statements included in the SEC Documents filed since December 31, 2006 do not reflect the reversal of reserves or any non-recurring revenue or expense in each case, that is material, except as expressly set forth in the notes thereto. Neither the Company nor any Subsidiary has any liabilities, except liabilities (i) stated or reflected in the Company’s most recent balance sheet included within the SEC Documents filed before the date hereof (the “ Base Balance Sheet ”), (ii) incurred as a result of or arising out of the T