Common use of Capitalization of DHS Clause in Contracts

Capitalization of DHS. (a) The authorized capital stock of DHS consists of 50,000,000 shares of DHS Common Stock, par value $0.001 per share, and 10,000,000 share of preferred stock, par value $0.001 per share (the "DHS PREFERRED STOCK"). As of the close of business on April 30, 1999, (i) 11,483,136 shares of DHS Common Stock were issued and outstanding, 233,259 shares of DHS Common Stock were issued and held in the treasury of DHS, and an aggregate of 2,319,475 shares of DHS Common Stock were reserved for issuance under DHS' 1992 Stock Option Plan, 1995 Non-Qualified Stock Option Plan, 1995 Incentive Stock Option Plan and 1997 Non-Qualified Stock Option Plan (collectively, the "DHS PLANS"); (ii) options to purchase 1,818,551 shares of DHS Common Stock under the DHS Plans ("DHS OPTIONS") were outstanding, and warrants to purchase 60,000 shares of DHS Common Stock were outstanding under the DHS Warrants; and (iii) 746,500 shares of DHS Preferred Stock were outstanding (exclusive of additional in-kind dividends accrued subsequent to January 1, 1999). All of the outstanding shares of DHS Common Stock are, and all shares reserved for issuance will be, when issued in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and non-assessable. Except (A) as set forth in this Section 4.05 or in Schedule 4.05 to the DHS Disclosure Letter, (B) for DHS Common Stock that may be issued as provided in Section 5.02(f), and (C) for the transactions contemplated by this Agreement (including those permitted in Article II), there are outstanding (w) no shares of capital stock or other voting securities of DHS, (x) no securities of DHS convertible into or exchangeable for shares of capital stock or voting securities of DHS, (y) no options, warrants or other rights to acquire from DHS, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, obligating DHS to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of DHS or obligating DHS to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment, and (z) no restricted stock awards, stock appreciation rights, performance share agreements or stock unit awards of DHS (the items in clauses (w), (x), (y) and (z) being referred to collectively as the "DHS SECURITIES"). (b) of any Subsidiary of DHS, including as a result of the transactions contemplated by this Agreement, or to provide funds to, or to make any investment in, any Subsidiary of DHS or any other Person. Except as permitted by this Agreement, following the Merger, neither DHS nor any of its Subsidiaries will have any obligation to issue, transfer or sell any shares of its capital stock pursuant to any employee benefit plan or otherwise.

Capitalization of DHS. (a) The authorized capital stock of DHS consists of 50,000,000 shares of DHS Common Stock, par value $0.001 per share, and 10,000,000 share of preferred stock, par value $0.001 per share (the "DHS PREFERRED STOCK"). As of the close of business on April 30, 1999, (i) 11,483,136 shares of DHS Common Stock were issued and outstanding, 233,259 shares of DHS Common Stock were issued and held in the treasury of DHS, and an aggregate of 2,319,475 shares of DHS Common Stock were reserved for issuance under DHS' 1992 Stock Option Plan, 1995 Non-Qualified Stock Option Plan, 1995 Incentive Stock Option Plan and 1997 Non-Qualified Stock Option Plan (collectively, the "DHS PLANS"); (ii) options to purchase 1,818,551 shares of DHS Common Stock under the DHS Plans ("DHS OPTIONS") were outstanding, and warrants to purchase 60,000 shares of DHS Common Stock were outstanding under the DHS Warrants; and (iii) 746,500 shares of DHS Preferred Stock were outstanding (exclusive of additional in-kind dividends accrued subsequent to January 1, 1999). All of the outstanding shares of DHS Common Stock are, and all shares reserved for issuance will be, when issued in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and non-assessable. Except (A) as set forth in this Section 4.05 or in Schedule 4.05 to the DHS Disclosure Letter, (B) for DHS Common Stock that may be issued as provided in Section 5.02(f), and (C) for the transactions contemplated by this Agreement (including those permitted in Article II), there are outstanding (w) no shares of capital stock or other voting securities of DHS, (x) no securities of DHS convertible into or exchangeable for shares of capital stock or voting securities of DHS, (y) no options, warrants or other rights to acquire from DHS, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, obligating DHS to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of DHS or obligating DHS to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment, and (z) no restricted stock awards, stock appreciation rights, performance share agreements or stock unit awards of DHS (the items in clauses (w), (x), (y) and (z) being referred to collectively as the "DHS SECURITIES"). (b) Except as set forth on Schedule 4.05 to the DHS Disclosure Letter, (i) there are no voting trusts or other agreements or understandings to which DHS or any Subsidiary of DHS is a party with respect to the voting of the capital stock of DHS or any Subsidiary of DHS, (ii) no Person has or is entitled to any registration rights in respect of any DHS Securities, and (iii) none of DHS or its Subsidiaries has any contractual obligation to redeem, repurchase or otherwise acquire any DHS Securities or any capital stock of any Subsidiary of DHS, including as a result of the transactions contemplated by this Agreement, or to provide funds to, or to make any investment in, any Subsidiary of DHS or any other Person. Except as permitted by this Agreement, following the Merger, neither DHS nor any of its Subsidiaries will have any obligation to issue, transfer or sell any shares of its capital stock pursuant to any employee benefit plan or otherwise.as

Capitalization of DHS. (a) The authorized capital stock of DHS consists of 50,000,000 shares of DHS Common Stock, par value $0.001 per share, and 10,000,000 share of preferred stock, par value $0.001 per share (the "DHS PREFERRED STOCKPreferred Stock"). As of the close of business on April 30, 1999, (i) 11,483,136 shares of DHS Common Stock were issued and outstanding, 233,259 shares of DHS Common Stock were issued and held in the treasury of DHS, and an aggregate of 2,319,475 shares of DHS Common Stock were reserved for issuance under DHS' 1992 Stock Option Plan, 1995 Non-Qualified Stock Option Plan, 1995 Incentive Stock Option Plan and 1997 Non-Non- EXHIBIT 1 Qualified Stock Option Plan (collectively, the "DHS PLANSPlans"); (ii) options to purchase 1,818,551 shares of DHS Common Stock under the DHS Plans ("DHS OPTIONSOptions") were outstanding, and warrants to purchase 60,000 shares of DHS Common Stock were outstanding under the DHS Warrants; and (iii) 746,500 shares of DHS Preferred Stock were outstanding (exclusive of additional in-kind dividends accrued subsequent to January 1, 1999). All of the outstanding shares of DHS Common Stock are, and all shares reserved for issuance will be, when issued in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and non-non- assessable. Except (A) as set forth in this Section 4.05 or in Schedule 4.05 to the DHS Disclosure Letter, (B) for DHS Common Stock that may be issued as provided in Section 5.02(f), and (C) for the transactions contemplated by this Agreement (including those permitted in Article II), there are outstanding (w) no shares of capital stock or other voting securities of DHS, (x) no securities of DHS convertible into or exchangeable for shares of capital stock or voting securities of DHS, (y) no options, warrants or other rights to acquire from DHS, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, obligating DHS to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of DHS or obligating DHS to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment, and (z) no restricted stock awards, stock appreciation rights, performance share agreements or stock unit awards of DHS (the items in clauses (w), (x), (y) and (z) being referred to collectively as the "DHS SECURITIESSecurities"). (b) Except as set forth on Schedule 4.05 to the DHS Disclosure Letter, (i) there are no voting trusts or other agreements or understandings to which DHS or any Subsidiary of DHS is a party with respect to the voting of the capital stock of DHS or any Subsidiary of DHS, (ii) no Person has or is entitled to any registration rights in respect of any DHS Securities, and (iii) none of DHS or its Subsidiaries has any contractual obligation to redeem, repurchase or otherwise acquire any DHS Securities or any capital stock of any Subsidiary of DHS, including as a result of the transactions contemplated by this Agreement, or to provide funds to, or to make any investment in, any Subsidiary of DHS or any other Person. Except as permitted by this Agreement, following the Merger, neither DHS nor any of its Subsidiaries will have any obligation to issue, transfer or sell any shares of its capital stock pursuant to any employee benefit plan or otherwise.

Capitalization of DHS. (a) The authorized capital stock of DHS consists of 50,000,000 shares of DHS Common Stock, par value $0.001 per share, and 10,000,000 share of preferred stock, par value $0.001 per share (the "DHS PREFERRED STOCK"). As of the close of business on April 30December 31, 19991998, (i) 11,483,136 11,480,636 shares of DHS Common Stock were issued and outstanding, 233,259 shares of DHS Common Stock were issued and held in the treasury of DHS, and an aggregate of 2,319,475 2,321,975 shares of DHS Common Stock were reserved for issuance under DHS' 1992 Stock Option Plan, 1995 Non-Qualified Stock Option Plan, 1995 Incentive Stock Option Plan and 1997 Non-Qualified Stock Option Plan (collectively, the "DHS PLANS"); (ii) options to purchase 1,818,551 1,821,051 shares of DHS Common Stock under the DHS Plans ("DHS OPTIONS") were outstanding, and warrants to purchase 60,000 shares of DHS Common Stock were outstanding under the DHS Warrants; and (iii) 746,500 shares of DHS Preferred Stock were outstanding (exclusive of additional in-kind dividends accrued subsequent to January 1, 1999)outstanding. All of the outstanding shares of DHS Common Stock are, and all shares reserved for issuance will be, when issued in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and non-assessable. Except (A) as set forth in this Section 4.05 or in Schedule 4.05 to the DHS Disclosure Letter, (B) for DHS Common Stock that may be issued as provided in Section 5.02(f), and (C) for the transactions contemplated by this Agreement (including those permitted in Article II), there are outstanding (w) no shares of capital stock or other voting securities of DHS, (x) no securities of DHS convertible into or exchangeable for shares of capital stock or voting securities of DHS, (y) no options, warrants or other rights to acquire from DHS, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, obligating DHS to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of DHS or obligating DHS to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment, and (z) no restricted stock awards, stock appreciation rights, performance share agreements or stock unit awards of DHS (the items in clauses (w), (x), (y) and (z) being referred to collectively as the "DHS SECURITIES"). (b) Except as set forth on Schedule 4.05 to the DHS Disclosure Letter, (i) there are no voting trusts or other agreements or understandings to which DHS or any Subsidiary of DHS is a party with respect to the voting of the capital stock of DHS or any Subsidiary of DHS, (ii) no Person has or is entitled to any registration rights in respect of any DHS Securities, and (iii) none of DHS or its Subsidiaries has any contractual obligation to redeem, repurchase or otherwise acquire any DHS Securities or any capital stock of any Subsidiary of DHS, including as a result of the transactions contemplated by this Agreement, or to provide funds to, or to make any investment in, any Subsidiary of DHS or any other Person. Except as permitted by this Agreement, following the Merger, neither DHS nor any of its Subsidiaries will not have any obligation to issue, transfer or sell any shares of its capital stock pursuant to any employee benefit plan or otherwise.

Capitalization of DHS. (a) The authorized capital stock of DHS consists of 50,000,000 shares of DHS Common Stock, par value $0.001 per share, and 10,000,000 share of preferred stock, par value $0.001 per share (the "DHS PREFERRED STOCKPreferred Stock"). As of the close of business on April 30December 31, 19991998, (i) 11,483,136 11,480,636 shares of DHS Common Stock were issued and outstanding, 233,259 shares of DHS Common Stock were issued and held in the treasury of DHS, and an aggregate of 2,319,475 2,321,975 shares of DHS Common Stock were reserved for issuance under DHS' 1992 Stock Option Plan, 1995 Non-Qualified Stock Option Plan, 1995 Incentive Stock Option Plan and 1997 Non-Qualified Stock Option Plan (collectively, the "DHS PLANSPlans"); (ii) options to purchase 1,818,551 1,821,051 shares of DHS Common Stock under the DHS Plans ("DHS OPTIONSOptions") were outstanding, and warrants to purchase 60,000 shares of DHS Common Stock were outstanding under the DHS Warrants; and (iii) 746,500 shares of DHS Preferred Stock were outstanding (exclusive of additional in-kind dividends accrued subsequent to January 1, 1999)outstanding. All of the outstanding shares of DHS Common Stock are, and all shares reserved for issuance will be, when issued in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and non-assessable. Except (A) as set forth in this Section 4.05 or in Schedule 4.05 to the DHS Disclosure Letter, (B) for DHS Common Stock that may be issued as provided in Section 5.02(f), and (C) for the transactions contemplated by this Agreement (including those permitted in Article II), there are outstanding (w) no shares of capital stock or other voting securities of DHS, (x) no securities of DHS convertible into or exchangeable for shares of capital stock or voting securities of DHS, (y) no options, warrants or other rights to acquire from DHS, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, obligating DHS to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of DHS or obligating DHS to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment, and (z) no restricted stock awards, stock appreciation rights, performance share agreements or stock unit awards of DHS (the items in clauses (w), (x), (y) and (z) being referred to collectively as the "DHS SECURITIESSecurities"). (b) Except as set forth on Schedule 4.05 to the DHS Disclosure Letter, (i) there are no voting trusts or other agreements or understandings to which DHS or any Subsidiary of DHS is a party with respect to the voting of the capital stock of DHS or any Subsidiary of DHS, (ii) no Person has or is entitled to any registration rights in respect of any DHS Securities, and (iii) none of DHS or its Subsidiaries has any contractual obligation to redeem, repurchase or otherwise acquire any DHS Securities or any capital stock of any Subsidiary of DHS, including as a result of the transactions contemplated by this Agreement, or to provide funds to, or to make any investment in, any Subsidiary of DHS or any other Person. Except as permitted by this Agreement, following the Merger, neither DHS nor any of its Subsidiaries will not have any obligation to issue, transfer or sell any shares of its capital stock pursuant to any employee benefit plan or otherwise.