Common use of Authority Relative to this Agreement; Recommendation Clause in Contracts

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the "COMPANY BOARD"), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby except the approval and adoption of this Agreement by the holders of a majority of the outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and constitutes, assuming the due authorization, execution and delivery hereof by Parent and Acquisition, a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers), reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (b) The Company Board has unanimously resolved to recommend that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated hereby.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement Agreement, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by the Board of Directors of the Company (the "COMPANY BOARD")Board, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby except hereby, except, if required by law, the approval and adoption of this Agreement and the Merger by the holders of a majority of the outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and constitutes, assuming constitutes the due authorization, execution and delivery hereof by Parent and Acquisition, a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equity. (b) The Without limiting the generality of the foregoing, the Board of Directors of the Company Board has unanimously (i) approved this Agreement, the Offer, the Merger and the other transactions contemplated hereby, (ii) resolved to recommend that approval and adoption of this Agreement, the stockholders of the Company approve and adopt this Agreement Merger and the other transactions contemplated herebyhereby by the Company's stockholders, and (iii) has not withdrawn or modified such approval or resolution to recommend (except as otherwise permitted in this Agreement).

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the "COMPANY BOARD"), ) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby except the approval and adoption of this Agreement by the holders of a majority two-thirds of the outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and constitutes, assuming the due authorization, execution and delivery hereof by Parent and Acquisition, constitutes a valid, legal and binding agreement of the Company, Company enforceable against the Company in accordance with its terms, terms except that (i) such enforcement may be subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers)or other similar laws, reorganization, moratorium or similar laws now or hereafter in effect relating to effect, affecting creditors' rights generally or generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to general principles equitable defenses and to the discretion of equity the court before which any proceedings therefor may be brought (regardless of whether enforcement is considered in a proceeding in equity or at lawcollectively, the "ENFORCEMENT EXCEPTIONS"). (b) The Company Board has unanimously resolved to recommend that the stockholders shareholders of the Company approve and adopt this Agreement and vote in favor of the transactions contemplated herebyMerger.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations under this Agreement hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the "COMPANY BOARD")all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby except (other than the adoption and approval and adoption of this Agreement by the holders of a majority of the outstanding Sharesshares of the Class A Common Stock voting as a class, by the holders of a majority of the outstanding shares of the Class B Common Stock voting as a class, and by the holders of a majority of the outstanding shares of the Company Common Stock entitled to vote in accordance with the Delaware Law and the Company's Certificate of Incorporation and Bylaws). This Agreement has been duly and validly executed and delivered by the Company and constitutesand, assuming the due authorization, execution and delivery hereof by Parent and AcquisitionDHI, constitutes a validlegal, legal valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers), reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (b) . The Company Board has has, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously resolved adopted resolutions (i) approving and declaring the advisability of this Agreement and the Merger in accordance with the Delaware Law and the Company's certificate of incorporation and by-laws, (ii) determining that this Agreement and the Merger are fair to recommend and in the best interests of the stockholders of the Company, (iii) determining that the consideration to be paid in the Merger is fair to and in the best interests of the stockholders of the Company and (iv) recommending that the stockholders of the Company adopt and approve and adopt this Agreement and the transactions contemplated herebyAgreement; which resolutions have not been subsequently rescinded, modified or withdrawn in any way.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which the Company is a party, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly and validly authorized by the Board of Directors of the Company (the "COMPANY BOARDCompany Board"), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the other Transaction Documents to which it is a party, or to consummate the transactions contemplated hereby and thereby, except the approval and adoption of this Agreement by the holders of a majority as set forth in Section 2.3 of the outstanding SharesCompany Disclosure Schedule. This Agreement has and each of the other Transaction Documents to which the Company is a party, have been duly and validly executed and delivered by the Company and constitutesconstitute, assuming the due authorization, execution and delivery hereof and thereof by Parent and Acquisition, a the other parties hereto or thereto the valid, legal and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equity. (b) The Company Board has unanimously resolved voted to recommend that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated herebyAgreement.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the approval of holders of a majority of the Shares of the Company's common stock prior to consummation of the Merger in accordance with Section 251 of the DGCL, if so required, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by the Board of Directors of the Company (the "COMPANY BOARD"), and and, except for obtaining the approval of its stockholders as contemplated by Section 1.11 hereof, if required by the DGCL, no other corporate proceedings action on the part of the Company are is necessary to authorize the execution and delivery by the Company of this Agreement or to consummate and the consummation by it of the transactions contemplated hereby except the approval and adoption of this Agreement by the holders of a majority of the outstanding Shareshereby. This Agreement has been duly and validly executed and delivered by the Company and constitutesand, assuming the due authorization, execution and delivery hereof by Parent and Acquisition, a constitutes the valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equity. (b) The Company Board has unanimously resolved to recommend that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated hereby.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the Company Stock Option, to perform its obligations under this Agreement and the Company Stock Option and to consummate the transactions contemplated herebythereby. The execution and delivery of this Agreement and the Company Stock Option and the consummation of the transactions contemplated hereby thereby have been duly and validly authorized by the Board of Directors of the Company (the "COMPANY BOARD")Board, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Company Stock Option or to consummate the transactions contemplated hereby thereby except the approval and adoption of this Agreement by the holders of a majority at least 67% of the outstanding Shares. This Agreement and the Company Stock Option has been duly and validly executed and delivered by the Company and constitutesconstitute, assuming the due authorization, execution and delivery hereof and thereof by Parent and AcquisitionPurchaser, a valid, legal and binding agreement agreements of the Company, enforceable against the Company in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equity. (b) The Company Board has unanimously resolved to recommend that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated hereby.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Stock Option Agreement, to perform its obligations under this Agreement and the Stock Option Agreement, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by the Board of Directors of the Company (the "COMPANY BOARDCompany Board"), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Stock Option Agreement, or to consummate the transactions contemplated hereby or thereby, except the approval and adoption of this Agreement by the holders of a majority of the outstanding Shares. This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by the Company and constitutes, assuming constitute the due authorization, execution and delivery hereof by Parent and Acquisition, a valid, legal and binding agreement agreements of the Company, enforceable against the Company in accordance with its their terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equity. (b) The Without limiting the generality of the foregoing, the Board of Directors of the Company Board has unanimously (1) approved this Agreement, the Stock Option Agreement, the Merger and the other transactions contemplated hereby, (2) resolved to recommend that approval and adoption of this Agreement, the stockholders of the Company approve and adopt this Agreement Merger and the other transactions contemplated herebyhereby by the Company's stockholders, and (3) has not withdrawn or modified such approval or resolution to recommend (except as otherwise permitted in this Agreement).

Authority Relative to this Agreement; Recommendation. (a) The Company Seller has all necessary corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations under this Agreement Agreement, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by the Board of Directors of the Company Seller (the "COMPANY BOARDSeller Board" or "Seller's Board"), and no other corporate proceedings on the part of the Company Seller are necessary to authorize this Agreement Agreement, or to consummate the transactions contemplated hereby hereby, except the approval and adoption of this Agreement by the holders of a majority of the outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and constitutesSeller and, assuming the due authorization, execution and delivery hereof by Parent and Acquisitionthe Buyer, a constitutes the valid, legal and binding agreement of the CompanySeller, enforceable against the Company Seller in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equity. (b) The Company Board has unanimously resolved to recommend that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated hereby.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the "COMPANY BOARDCompany Board"), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby hereby, except the approval and adoption of this Agreement by the holders of a majority of the outstanding Sharesholders of the common stock and each series of preferred stock of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes, assuming the due authorization, execution and delivery hereof by Parent and Acquisition, a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equity. (b) The Company Board has unanimously resolved to recommend that the stockholders shareholders of the Company approve and adopt this Agreement and the transactions contemplated hereby.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by the Board of Directors of the Company (the "COMPANY BOARDCompany Board"), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the other Transaction Documents to which it is a party, or to consummate the transactions contemplated hereby and thereby, except the approval and adoption of this Agreement by the holders of a majority as set forth in Section 2.3 of the outstanding SharesCompany Disclosure Schedule. This Agreement has and each of the other Transaction Documents to which the Company is a party, have been duly and validly executed and delivered by the Company and constitutes, assuming the due authorization, execution and delivery hereof and, to the extent they are parties, thereof by Parent and Acquisition, a the valid, legal and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equity. (b) The Company Board has unanimously resolved to recommend that the stockholders shareholders of the Company approve and adopt this Agreement and the transactions contemplated herebyAgreement.