Common use of Corporate Authority Relative to this Agreement; No Violation Clause in Contracts

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval (as defined in Section 3.20 of this Agreement), to consummate the transactions contemplated hereby, including the Merger. 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 and, except for the (i) Company Stockholder Approval and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. The Board of Directors of the Company has determined (x) that the transactions contemplated by this Agreement are fair to and in the best interest of the Company and its stockholders and (y) to recommend that such stockholders vote in favor of the approval and adoption of this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding agreement of the other parties hereto, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Seller has the requisite corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations under this Agreement and, subject to receipt of the Company Stockholder Approval (as defined in Section 3.20 of this Agreement), and to consummate the transactions contemplated hereby, including the Merger. The execution execution, delivery and delivery performance 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 andSeller, except for the (i) Company Stockholder Approval and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Seller (including, for the Company avoidance of doubt, the vote or approval of the stockholders of Seller) are necessary to authorize the consummation of this Agreement or to consummate the transactions contemplated hereby. The Board of Directors of the Company has determined (x) that the transactions contemplated by this Agreement are fair to and in the best interest of the Company and its stockholders and (y) to recommend that such stockholders vote in favor of the approval and adoption of this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by the Company Seller and, assuming this Agreement constitutes a the valid and binding agreement of the other parties heretoBuyer, constitutes a the valid and binding agreement of the CompanySeller, enforceable against the Company Seller in accordance with its terms (except terms, subject to the extent that enforceability may be limited by applicable effects of bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or other Laws affecting the enforcement of creditors’ rights generally generally, general equitable principles (whether considered in a proceeding in equity or by principles governing the availability at Law) and any implied covenant of equitable remedies)good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval (as defined in Section 3.20 of this Agreement)Approval, to consummate the transactions contemplated hereby, including the Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board board of Directors directors of the Company (“Board of Directors”) and, except for the (i) Company Stockholder Approval and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. The Board of Directors of the Company has determined (x) that the transactions contemplated by this Agreement are fair to and in the best interest of the Company and its stockholders and (y) to recommend that to such stockholders vote in favor of the approval and adoption of that they adopt this Agreement and the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding agreement of the other parties hereto, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to receipt of the Company Stockholder Approval (as defined in Section 3.20 of this Agreement), and to consummate the transactions contemplated hereby, including the Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board of Directors of the Company and, except for the (i) Company Stockholder Approval in the case of the Merger, approval of this Agreement by the holders of sixty-six and two-thirds percent (66 2/3%) of all of the Shares entitled to be cast, if required by applicable law and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of this Agreement or to consummate the transactions contemplated hereby. The Board of Directors of the Company has determined (x) that the transactions contemplated by this Agreement are fair to and in the best interest of the Company and its stockholders and (y) to recommend that such stockholders vote in favor of the approval and adoption of this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a the valid and binding agreement of the other parties heretoParent and Purchaser, constitutes a the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except terms, subject to the extent that enforceability may be limited by applicable effects of bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or other Laws affecting the enforcement of creditors’ rights generally generally, general equitable principles (whether considered in a proceeding in equity or by principles governing the availability of equitable remediesat Law).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Such Seller has all requisite corporate or similar power and authority to enter into this Agreement andand to perform its obligations hereunder, subject including with respect to receipt of the Company Stockholder Approval (as defined in Section 3.20 of this Agreement)10.15, and to consummate the transactions contemplated herebyTransactions, including the MergerAcquisition. The execution execution, delivery and delivery performance by such Seller of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company andsuch Seller (or such Seller’s governing body, except for the (i) Company Stockholder Approval if applicable), and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate or other proceedings on the part of the Company such Seller or its equityholders are necessary to authorize the consummation of the transactions contemplated hereby. The Board of Directors of the Company has determined (x) that the transactions contemplated by this Agreement are fair to and in the best interest of the Company and its stockholders and (y) to recommend that such stockholders vote in favor of the approval and adoption of this Agreement and the MergerTransactions. This Agreement has been duly and validly executed and delivered by the Company such Seller and, assuming this Agreement constitutes a the valid and binding agreement of the other parties heretoAmazon and Danube, constitutes a the valid and binding agreement of the Companysuch Seller, enforceable against the Company such Seller in accordance with its terms terms, except that (except to the extent that enforceability i) such enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization examinership, fraudulent transfer, reorganization, moratorium or other Laws similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally or by principles governing the availability and (ii) equitable remedies of specific performance and injunctive and other forms of equitable remedies)relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Each of Parent and Merger Sub has the requisite corporate or limited liability company power and authority to enter into this Agreement andAgreement, subject to receipt of the Company Parent Stockholder Approval (as defined in Section 3.20 4.19 of this Agreement), to consummate the transactions contemplated hereby, including the Merger. 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 Parent and the Company manager of Merger Sub and, except for the (i) Company the Parent Stockholder Approval and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated herebyhereby and thereby. The Board of Directors of the Company Parent has determined (x) that the transactions contemplated by this Agreement are fair to and in the best interest of the Company Parent and its stockholders and (y) to recommend that such stockholders vote in favor of the approval and adoption of this Agreement and the MergerStock Issuance. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes a valid and binding agreement of the other parties hereto, constitutes a valid and binding agreement of the CompanyParent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has requisite corporate power and authority to enter into this Agreement, to perform its obligations under this Agreement and, subject to receipt of the Company Stockholder Approval (as defined in Section 3.20 of this Agreementhereinafter defined), if applicable, to consummate the transactions contemplated hereby, including the Merger. The execution Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company and its stockholders (other than holders of Shares that are affiliates of Parent), and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly hereby, including the Offer and validly authorized by the Board of Directors Merger, and (iii) recommended that the stockholders of the Company andtender all of their Shares into the Offer, except and approve the adoption of this Agreement and directed that the adoption of this Agreement be submitted for consideration of the stockholders of the Company at the Company Meeting (as hereinafter defined), if required. Except for the (i) Company Stockholder Approval and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. The Board of Directors of the Company has determined (x) that the transactions contemplated by this Agreement are fair to and in the best interest of the Company and its stockholders and (y) to recommend that such stockholders vote in favor of the approval and adoption of this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a the valid and binding agreement of the other parties heretoParent and Merger Sub, constitutes a the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies)terms.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval (as defined in Section 3.20 of this Agreement)Shareholder Approval, to consummate the transactions contemplated hereby, including the Merger. 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 and, except for the (i) Company Stockholder Shareholder Approval and (ii) the filing of the Certificate Articles of Merger with the Secretary of State of the State of DelawareWashington, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. The Board of Directors of the Company has taken all necessary action so that Section 23B.19 of the WBCA will be inapplicable to this Agreement, the Voting Agreement and the transactions contemplated hereby and thereby. The Board of Directors of the Company has determined (x) that the transactions contemplated by this Agreement are fair to and in the best interest of the Company and its stockholders shareholders and (y) to recommend to such shareholders that such stockholders vote in favor of the approval they approve and adoption of adopt this Agreement and the MergerAgreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding agreement of the other parties hereto, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval (as defined in Section 3.20 of this Agreement)Approval, to consummate the transactions contemplated hereby, including the Merger. 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 and, except for the (i) Company Stockholder Approval and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. The Board of Directors of the Company has determined (x) that the transactions contemplated by this Agreement are fair to and in the best interest of the Company and its stockholders and (y) to recommend that to such stockholders vote in favor of the approval and adoption of that they adopt this Agreement and the MergerAgreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding agreement of the other parties hereto, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ ' rights generally or by principles governing the availability of equitable remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has requisite the corporate power and authority to enter into this Agreement and, subject and to receipt of the Company Stockholder Approval (as defined in Section 3.20 of this Agreement), to consummate the transactions contemplated hereby, including the Mergercarry out its obligations hereunder. 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 and, except for obtaining the (i) Company Stockholder Approval and (ii) the filing of the Certificate of Merger with or the Secretary Certificate of State of the State of DelawareOwnership and Merger, as applicable, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. The Board of Directors of the Company has determined (x) that the transactions contemplated by this Agreement are fair to and in the best interest approved for purposes of Section 203 of the DGCL the execution and delivery by DCNA, the Purchaser and the Company and its stockholders and (y) to recommend that such stockholders vote in favor of the approval and adoption of this Agreement and the MergerStock Purchase Agreement by DCNA and DDC Holdings and the consummation of the transactions contemplated hereby and thereby and has taken all appropriate action so that Section 203 of the DGCL, with respect to the Company, will not be applicable to DCNA and the Purchaser by virtue of such actions or otherwise. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding agreement of DCNA and the other parties heretoPurchaser, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (terms, except to the extent that enforceability may be as limited by applicable bankruptcy, insolvency, reorganization or reorganization, moratorium, fraudulent conveyance and other Laws similar laws of general application affecting the enforcement of creditors’ ' rights generally or by principles governing and the availability of equitable remedies)relief.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Shareholder Approval (as defined in Section 3.20 of this Agreementhereinafter defined), to consummate the transactions contemplated hereby, including the Merger. 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 Company, acting upon the unanimous recommendation of the Special Committee, and, except for the (i) the Company Stockholder Shareholder Approval and (ii) the filing of the Certificate Articles of Merger with the Secretary of State of the State of DelawareTexas, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. The As of the date hereof, each of the Board of Directors of the Company has determined (x) that and the transactions contemplated by this Agreement are fair to and in the best interest Special Committee of the Company and its stockholders and (y) Board of Directors has resolved to recommend that such stockholders vote in favor of the approval and adoption of Company's shareholders approve this Agreement and the Mergertransactions contemplated hereby (including the Special Committee's recommendation, the "Recommendation"). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a the valid and binding agreement of the other parties heretoParent and Merger Sub, constitutes a the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms terms, except that such enforceability (except to the extent that enforceability i) may be limited by applicable bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or other Laws affecting relating to the enforcement of creditors’ ' rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or by principles governing in equity, and any implied covenant of good faith and fair dealing (the availability of equitable remedies"Bankruptcy and Equity Exception").

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has requisite corporate power and authority to enter into this Agreement andand to consummate the transactions contemplated hereby subject, subject in the case of the consummation of the Merger, to receipt of the Company Stockholder Approval (as defined in Section 3.20 of this Agreement), to consummate the transactions contemplated hereby, including the MergerApproval. 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 and, except with respect to the Merger for the (i) the Company Stockholder Approval and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. The Board of Directors of the Company has determined (x) that the transactions contemplated by this Agreement are fair to and in the best interest of the Company and its stockholders and (y) to recommend that such stockholders vote in favor of the approval and adoption of this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a the valid and binding agreement of the other parties heretoParent and Merger Sub, constitutes a the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms terms, except that (except to the extent that enforceability y) such enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other Laws affecting the enforcement of similar Laws, now or hereafter in effect, relating to creditors’ rights generally or by principles governing the availability and (z) equitable remedies of specific performance and injunctive and other forms of equitable remediesrelief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (the “Bankruptcy and Equity Exception”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval Shareholder Consent, to complete the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has: (as defined i) determined that it is in Section 3.20 the best interests of the Company and the Company Shareholders and declared it advisable to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement), to consummate Agreement and the completion of the transactions contemplated hereby, including the Merger. The execution and delivery of , (iii) resolved to recommend to the Company Shareholders that they approve this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors (iv) directed that such matter be submitted for consideration of the Company and, except Shareholders pursuant to Section 7.4 of this Agreement. Except for the (i) Company Stockholder Approval Shareholder Consent and (ii) the filing of the Certificate Articles of Merger with the Secretary of State of the State of DelawareWashington, no other corporate proceedings on the part of the Company are necessary to authorize the consummation completion of the transactions contemplated hereby. The Board of Directors of the Company has determined (x) that the transactions contemplated by this Agreement are fair to and in the best interest of the Company and its stockholders and (y) to recommend that such stockholders vote in favor of the approval and adoption of this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a the valid and binding agreement of the other parties heretoPurchaser and Merger Sub, constitutes a the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except terms, subject to the extent that enforceability may be limited by applicable Laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, reorganization or and rules of Law governing specific performance, injunctive relief and other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval (as defined in Section 3.20 of this Agreement)Approval, to consummate the transactions contemplated hereby, including the Merger. The execution and delivery board of directors of the Company at a duly held meeting unanimously (i) determined that this Agreement and the consummation of Merger are advisable and in the transactions contemplated hereby have been duly and validly authorized by the Board of Directors best interests of the Company andand its stockholders, except (ii) approved the execution, delivery and performance of this Agreement, and (iii) resolved to recommend the adoption of this Agreement by the stockholders of the Company (the “Recommendation”) and directed that such matter be submitted for consideration of the stockholders of the Company at the Company Meeting. Except for the (i) Company Stockholder Approval and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. The Board of Directors of the Company has determined (x) that the transactions contemplated by this Agreement are fair to and in the best interest of the Company and its stockholders and (y) to recommend that such stockholders vote in favor of the approval and adoption of this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a the valid and binding agreement of the other parties heretoParent and Merger Sub, constitutes a the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies)terms.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement andand to consummate Transactions. The Company Board at a duly held meeting has (i) determined that the terms of the Merger and the Transactions are advisable, subject fair to receipt and in the best interests of the Company Stockholder Approval and its stockholders, (as defined in Section 3.20 of this Agreement)ii) approved the execution, to consummate the transactions contemplated herebydelivery and performance of, including the Merger. The execution and delivery of adopted and declared advisable this Agreement and the consummation of Transactions, including the transactions contemplated hereby have been duly Offer, the Top-Up Option and validly authorized by the Board of Directors Merger, on the terms and subject to the conditions set forth herein, and (iii) resolved to recommend that the stockholders of the Company andaccept the Offer and tender their shares to Merger Sub pursuant to the Offer, except and if required to consummate the Merger, that the stockholders of the Company adopt this Agreement under the NYBCL (the “Recommendation”). Except for the (i) Company Stockholder Approval and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareNew York, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. The Board of Directors of the Company has determined (x) that the transactions contemplated by this Agreement are fair to and in the best interest of the Company and its stockholders and (y) to recommend that such stockholders vote in favor of the approval and adoption of this Agreement and the MergerTransactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a the valid and binding agreement of the other parties heretoParent and Merger Sub, constitutes a the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except terms, subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies)Enforceability Exceptions.