Common use of Capital Stock of HDS Clause in Contracts

Capital Stock of HDS. Immediately prior to the Closing, the authorized -------------------- capital stock of HDS will be as set forth in Schedule 6.4. All of the issued and outstanding shares of HDS are owned beneficially and of record by the persons set forth on Annex III. All issued and outstanding shares of HDS stock are duly authorized, validly issued, fully paid and nonassessable. There are no obligations of HDS to repurchase, redeem or otherwise acquire any shares of HDS stock. Except as described in the Registration Statement, there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which HDS or any of its subsidiaries are a party or by which they are bound obligating HDS or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of HDS or any of its subsidiaries or obligating HDS or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. To the knowledge of HDS, as of the Closing Date, none of the STOCKHOLDERS set forth on Annex III will be a party to or subject to any voting trust, proxy or other agreement or understanding with respect to the shares of capital stock of HDS owned by such STOCKHOLDER. All of the shares of HDS Stock to be issued to the STOCKHOLDERS in accordance herewith will be duly authorized, validly issued, fully paid and nonassessable. All of the shares of HDS Stock issued to persons set forth on Annex III and, based on the representations of STOCKHOLDERS contained in this Agreement and in the documents delivered to HDS pursuant hereto, to STOCKHOLDERS pursuant to this Agreement, were or will be offered, issued, sold and delivered by HDS in compliance with all applicable state and federal laws concerning the issuance of securities and none of such shares were or will be issued in violation of the preemptive rights of any past or present stockholder. On the Closing Date the capitalization of HDS will be as set forth in the Registration Statement.

Capital Stock of HDS. Immediately prior to before the Closing, the authorized -------------------- capital stock of HDS will be as set forth in Schedule 6.4. All of the issued and outstanding shares of HDS are owned beneficially and of record by the persons set forth on Annex III. All issued and outstanding shares of HDS stock are duly authorized, validly issued, fully paid and nonassessable. There Except as may be otherwise provided in this Agreement, there are no obligations of HDS to repurchase, redeem or otherwise acquire any shares of HDS stock. Except as described in the Registration StatementStatement and except as may be otherwise provided in this Agreement, there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which HDS or any of its subsidiaries are a party or by which they are bound obligating HDS or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of HDS or any of its subsidiaries or obligating HDS or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreementagreement or accelerate its vesting. To the knowledge of HDS, as of the Closing Date, none of the STOCKHOLDERS set forth on Annex III will be a party to or subject to any voting trust, proxy or other agreement or understanding with respect to the shares of capital stock of HDS owned by such STOCKHOLDER. All of the shares of HDS Stock to be issued to the STOCKHOLDERS in accordance herewith will be duly authorized, validly issued, fully paid and nonassessable. All of the shares of HDS Stock issued to persons set forth on Annex III and, based on the representations of STOCKHOLDERS contained in this Agreement and in the documents delivered to HDS pursuant hereto, to STOCKHOLDERS pursuant to under this Agreement, were or will be offered, issued, sold and delivered by HDS in compliance with all applicable state and federal laws concerning the issuance of securities and none of such shares were or will be issued in violation of the preemptive rights of any past or present stockholder. On the Closing Date the capitalization of HDS will be as set forth in the Registration Statement.

Capital Stock of HDS. Immediately prior to the Closing, the -------------------- authorized -------------------- capital stock of HDS will be as set forth in Schedule 6.4. All of the issued and outstanding shares of HDS are owned beneficially and of record by the persons set forth on Annex III. All issued and outstanding shares of HDS stock are duly authorized, validly issued, fully paid and nonassessable. There are no obligations of HDS to repurchase, redeem or otherwise acquire any shares of HDS stock. Except as described in the Registration Statement, there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which HDS or any of its subsidiaries are a party or by which they are bound obligating HDS or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of HDS or any of its subsidiaries or obligating HDS or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. To the knowledge of HDS, as of the Closing Date, none of the STOCKHOLDERS stockholders set forth on Annex III will be a party to or subject to any voting trust, proxy or other agreement or understanding with respect to the shares of capital stock of HDS owned by such STOCKHOLDERstockholder. All of the shares of HDS Stock to be issued to the STOCKHOLDERS in accordance herewith will be duly authorized, validly issued, fully paid and nonassessable. All of the shares of HDS Stock issued to persons set forth on Annex III and, based on the representations of STOCKHOLDERS contained in this Agreement and in the documents delivered to HDS pursuant hereto, to STOCKHOLDERS pursuant to this Agreement, were or will be offered, issued, sold and delivered by HDS in compliance with all applicable state and federal laws concerning the issuance of securities and none of such shares were or will be issued in violation of the preemptive rights of any past or present stockholder. On the Closing Date the capitalization of HDS will be as set forth in the Registration Statement.

Capital Stock of HDS. Immediately prior to the Closing, the -------------------- authorized -------------------- capital stock of HDS will be as set forth in Schedule 6.4. All of the issued and outstanding shares of HDS are owned beneficially and of record by the persons set forth on Annex III. All issued and outstanding shares of HDS stock are duly authorized, validly issued, fully paid and nonassessable. There are no obligations of HDS to repurchase, redeem or otherwise acquire any shares of HDS stock. Except as described in the Registration Statement, there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which HDS or any of its subsidiaries are a party or by which they are bound obligating HDS or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of HDS or any of its subsidiaries or obligating HDS or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. To the knowledge of HDS, as of the Closing Date, none of the STOCKHOLDERS set forth on Annex III will be a party to or subject to any voting trust, proxy or other agreement or understanding with respect to the shares of capital stock of HDS owned by such STOCKHOLDER. (For purposes of this Agreement, "to the knowledge of HDS" and similar phrases mean to the actual present knowledge of a person listed on Schedule 6.12.) All of the shares of HDS Stock to be issued to the STOCKHOLDERS in accordance herewith will be duly authorized, validly issued, fully paid and nonassessable. All of the shares of HDS Stock issued to persons set forth on Annex III and, based on the representations of STOCKHOLDERS contained in this Agreement and in the documents delivered to HDS pursuant heretoAgreement, to STOCKHOLDERS pursuant to this Agreement, were or will be offered, issued, sold and delivered by HDS in compliance with all applicable state and federal laws concerning the issuance of securities and none of such shares were or will be issued in violation of the preemptive rights of any past or present stockholder. On the Closing Date the capitalization of HDS will be as set forth in the Registration Statement.