Common use of Corporate Authority; Approval and Fairness Clause in Contracts

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate, subject only, if required by Applicable Law, to approval of the Merger by the holders of a majority of the outstanding Common Shares entitled to vote on the Merger (the "Company Requisite Vote"). This Agreement is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception"). (ii) The Company Board (A) has duly adopted the plan of merger set forth herein and approved this Agreement and the other transactions contemplated hereby, (B) has declared that the Merger and this Agreement and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company's stockholders (other than Parent), and (C) has received the Fairness Opinion. (iii) The Company Requisite Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby, including the Merger. No other vote or consent of the stockholders of the Company is required by law, the certificate of incorporation or bylaws of the Company or otherwise in order for the Company to adopt this Agreement or to approve the transactions contemplated hereby, including the Merger.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummateAgreement, subject only, if required by Applicable Law, only to approval of the plan of Merger contained in this Agreement by the holders of (A) a majority of the outstanding Preferred Shares, voting as a single class, and (B) a majority of the outstanding Common Shares Shares, voting as a single class, in each case, entitled to vote on the Merger such matter at a shareholders' meeting duly called and held for such purpose (together, the "Requisite Company Requisite Vote"), and to consummate the Merger. This Agreement is has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception"). (ii) The On or prior to the date of this Agreement, the board of directors of the Company Board has (A) has duly adopted the plan of merger set forth herein and approved this Agreement and the other transactions contemplated hereby, (B) has declared determined that the Merger is in the best interests of the Company and its shareholders, adopted a plan of Merger contained in this Agreement Agreement, approved the Merger and the other transactions contemplated hereby are fair toand, advisable and in the best interests subject to Section 6.2(c), resolved to recommend approval of the Company's stockholders (other than Parent), and (C) has received the Fairness Opinion. (iii) The Company Requisite Vote is the only vote plan of Merger contained in this Agreement to the holders of any class or series Shares entitled to vote thereon (the "Company Recommendation") and (B) directed that the plan of capital stock of the Company necessary to adopt Merger contained in this Agreement and approve be submitted to the transactions contemplated hereby, including the Merger. No other holders of Shares entitled to vote or consent of the stockholders of the Company is required by law, the certificate of incorporation or bylaws of the Company or otherwise in order thereon for the Company to adopt this Agreement or to approve the transactions contemplated hereby, including the Mergertheir approval.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummateAgreement, subject only, if required by Applicable Law, only to approval of the plan of Merger contained in this Agreement by the holders of (A) a majority of the outstanding Preferred Shares, voting as a single class, and (B) a majority of the outstanding Common Shares Shares, voting as a single class, in each case, entitled to vote on such matter at a shareholders’ meeting duly called and held for such purpose (together, the Merger (“Requisite Company Vote”), and to consummate the "Company Requisite Vote")Merger. This Agreement is has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles (the "“Bankruptcy and Equity Exception"”). (ii) The On or prior to the date of this Agreement, the board of directors of the Company Board has (A) has duly adopted the plan of merger set forth herein and approved this Agreement and the other transactions contemplated hereby, (B) has declared determined that the Merger is in the best interests of the Company and its shareholders, adopted a plan of Merger contained in this Agreement Agreement, approved the Merger and the other transactions contemplated hereby are fair toand, advisable and in the best interests subject to Section 6.2(c), resolved to recommend approval of the Company's stockholders (other than Parent), and (C) has received the Fairness Opinion. (iii) The Company Requisite Vote is the only vote plan of Merger contained in this Agreement to the holders of any class or series Shares entitled to vote thereon (the “Company Recommendation”) and (B) directed that the plan of capital stock of the Company necessary to adopt Merger contained in this Agreement and approve be submitted to the transactions contemplated hereby, including the Merger. No other holders of Shares entitled to vote or consent of the stockholders of the Company is required by law, the certificate of incorporation or bylaws of the Company or otherwise in order thereon for the Company to adopt this Agreement or to approve the transactions contemplated hereby, including the Mergertheir approval.

Corporate Authority; Approval and Fairness. (i) The Company As of the date hereof, the Board of Directors of Meritus has duly approved this Agreement and all related agreements and has resolved to recommend the adoption of this Agreement by Meritus's stockholders and directed that this Agreement be submitted to Meritus's stockholders for approval. Meritus has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under enter into this Agreement and to consummateconsummate the transactions contemplated hereby and thereby, subject only, if required by Applicable Law, to approval the adoption of the Merger this Agreement by the holders of at least a majority of the outstanding Common votes cast by the holders of the Shares entitled to vote on the Merger (the "Company Requisite VoteCOMPANY REQUISITE VOTE"). The execution, delivery and performance of this Agreement by Meritus and the consummation by Meritus of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Meritus, subject to adoption of this Agreement by the stockholders of Meritus. This Agreement is a has been duly executed and delivered by Meritus and (assuming the valid authorization, execution and delivery of this Agreement by DSI) constitutes the valid and binding agreement of the Company Meritus enforceable against the Company Meritus in accordance with its terms, subject to except that enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity ExceptionBANKRUPTCY EXCEPTION"). (ii) The Company Board (A) has duly adopted the plan of merger set forth herein and approved this Agreement and the other transactions contemplated hereby, (B) has declared that the Merger and this Agreement and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company's stockholders (other than Parent), and (C) has received the Fairness Opinion. (iii) The Company Requisite Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby, including the Merger. No other vote or consent of the stockholders of the Company is required by law, the certificate of incorporation or bylaws of the Company or otherwise in order for the Company to adopt this Agreement or to approve the transactions contemplated hereby, including the Merger.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate, subject only, if required by Applicable Law, to approval of the Merger by the holders of a majority of the outstanding Common Shares entitled to vote on the Merger (the "Company Requisite VoteCOMPANY REQUISITE VOTE"). This Agreement is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity ExceptionBANKRUPTCY AND EQUITY EXCEPTION"). (ii) The Company Board (A) has duly adopted the plan of merger set forth herein and approved this Agreement and the other transactions contemplated hereby, (B) has declared that the Merger and this Agreement and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company's stockholders (other than Parent), and (C) has received the Fairness Opinion. (iii) The Company Requisite Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby, including the Merger. No other vote or consent of the stockholders of the Company is required by law, the certificate of incorporation or bylaws of the Company or otherwise in order for the Company to adopt this Agreement or to approve the transactions contemplated hereby, including the Merger.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummateconsummate the Merger and the other transactions contemplated by this Agreement, subject only, if required by Applicable Law, only to approval (i) adoption of the Merger this Agreement by the holders of a majority of the outstanding shares of Company Common Shares Stock entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose and (ii) approval of the Merger delisting of the Company Common Stock from AIM by the affirmative vote of 75% of the votes cast at the meeting in accordance with AIM Rule 41 (the "“R equisite Company Requisite Vote"”). This Agreement is has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles (the "“Bankruptcy and Equity Exception"”). (ii) . The Company Board has (Ai) has duly adopted unanimously determined that the plan of merger set forth herein Merger is fair to, and in the best interests of, the Company and its stockholders, approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, (B) has declared that the Merger and by this Agreement and the other transactions contemplated hereby are fair to, advisable and in the best interests resolved to recommend adoption of the Company's stockholders (other than Parent), and (C) has received the Fairness Opinion. (iii) The Company Requisite Vote is the only vote of this Agreement to the holders of any class or series shares of capital stock of Company Common Stock (the “Company necessary to adopt Recommendation”) and (ii) directed that this Agreement and approve be submitted to the transactions contemplated hereby, including the Merger. No other vote or consent holders of the stockholders shares of the Company is required by law, the certificate of incorporation or bylaws of the Company or otherwise in order Common Stock for the Company to adopt this Agreement or to approve the transactions contemplated hereby, including the Mergertheir adoption.