declares the advisability of the amendment and directs that it be submitted to a vote at a meeting of stockholders; provided that unless required by the certificate of incorporation, no meeting or vote is required to adopt an amendment for certain specified changes; and (ii) the holders of a majority of shares of stock entitled to vote on the matter approve the amendment, unless the certificate of incorporation requires the vote of a greater number of shares. If a class vote on the amendment is required by the DGCL, a majority of the outstanding stock of the class is required, unless a greater proportion is specified in the certificate of incorporation or by other provisions of the DGCL. Our certificate of incorporation will provide that the rights of our Class B common stock may not be amended. altered, changed or repealed without the approval of the requisite number of said shares of Class B common stock. Under the DGCL, the board of directors may amend a corporations bylaws if so authorized in the certificate of incorporation. The stockholders of a Delaware corporation also have the power to amend bylaws. Our certificate of Incorporation and our bylaws will allow our board of directors to amend our bylaws by the affirmative vote of a majority of all directors. Authorized but unissued shares Delaware companies are permitted to authorize shares but not issue such shares. Our unissued shares of common stock, Class B common stock, Class C common stock and preferred stock will be available for 133 Table of Contents, future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of any authorized but unissued and unreserved common stock. Class B common stock. Class C common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest,