OR OBTAIN THE CONSENT OF ANY GOVERNMENTAL
AUTHORITY, ANY PARTY TO ANY DTI CONTRACT, OR ANY OTHER PERSON IN CONNECTION WITH
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
2.5.
CAPITALIZATION.
THE AUTHORIZED, ISSUED AND
OUTSTANDING CAPITAL STOCK OF THE COMPANY IS AS SET FORTH IN SCHEDULE 2.5
ATTACHED HERETO. EXCEPT AS SET FORTH IN SCHEDULE 2.5 THERE ARE NO OUTSTANDING
SUBSCRIPTIONS, OPTIONS, RIGHTS, WARRANTS, CONVERTIBLE SECURITIES OR OTHER
AGREEMENTS (OTHER THAN THIS AGREEMENT) OR CALLS, DEMANDS OR COMMITMENTS OF ANY
KIND RELATING TO THE ISSUANCE, SALE OR TRANSFER OF ANY CAPITAL STOCK OR OTHER
EQUITY SECURITIES OF DTI, WHETHER DIRECTLY OR UPON THE EXERCISE OR CONVERSION OF
OTHER SECURITIES.
5
2.6.
NO VIOLATIONS.
DTI'S EXECUTION AND DELIVERY
OF THIS AGREEMENT AND PERFORMANCE BY DTI OF ITS OBLIGATIONS UNDER THIS AGREEMENT
DO NOT (A) VIOLATE ANY PROVISION OF THE CERTIFICATE OF INCORPORATION OR BY-LAWS
OF DTI, (B) CONFLICT WITH, RESULT IN A BREACH OF, CONSTITUTE A DEFAULT UNDER (OR
AN EVENT THAT, WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD CONSTITUTE A DEFAULT
UNDER), ACCELERATE THE PERFORMANCE REQUIRED BY, RESULT IN THE CREATION OF ANY
LIEN UPON ANY OF THE PROPERTIES OR ASSETS OF DTI UNDER, OR CREATE IN ANY PARTY
THE RIGHT TO ACCELERATE, TERMINATE, MODIFY, OR CANCEL, OR REQUIRE ANY NOTICE
UNDER OR ADVERSELY AFFECT THE RIGHTS OR OBLIGATIONS OF SURVIVING CORPORATION
UNDER, ANY CONTRACT TO WHICH EITHER DTI OR A FOUNDER IS A PARTY OR BY WHICH ANY
PROPERTIES OR ASSETS OF DTI OR A FOUNDER ARE BOUND, OR (C) VIOLATE ANY LAW OR
ORDER CURRENTLY IN EFFECT TO WHICH DTI OR A FOUNDER IS SUBJECT, IN EACH CASE
WHERE SUCH CONFLICT, BREACH OR VIOLATION WOULD HAVE A MATERIAL ADVERSE EFFECT ON
DTI.
2.7.
CONTRACTS.
DTI HAS MADE AVAILABLE TO TITAN A
TRUE CORRECT AND COMPLETE COPY OF EACH DTI CONTRACT INCLUDED AS A DTI ASSET (THE
"DTI CONTRACTS"), ALL OF WHICH CONTRACTS ARE SET FORTH ON SCHEDULE 2.7 HERETO.
EACH DTI CONTRACT IS IN FULL FORCE AND EFFECT AND IS VALID AND ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS.
DTI IS NOT IN DEFAULT UNDER ANY DTI CONTRACT, AND NO
EVENT OR CIRCUMSTANCE HAS OCCURRED THAT WOULD, WITH NOTICE OR LAPSE OF TIME OR
BOTH, CONSTITUTE AN EVENT OF DEFAULT UNDER ANY DTI CONTRACT WHERE SUCH DEFAULT
WOULD HAVE A MATERIAL ADVERSE EFFECT ON DTI.
2.8.
BALANCE SHEET.
DTI HAS DELIVERED TO TITAN THE
UNAUDITED BALANCE SHEET OF DTI AS AT OCTOBER 15, 2003 (THE "BALANCE SHEET").
EXCEPT AS SET FORTH IN THE BALANCE SHEET, DTI DOES NOT HAVE ANY LIABILITIES OF A
NATURE AND TYPE REQUIRED TO BE SET FORTH ON A BALANCE SHEET PREPARED IN
ACCORDANCE WITH GAAP OR IN THE FOOTNOTES THERETO.
2.9.
Intellectual Property Rights.
(A)
SET FORTH IN SCHEDULE 2.9 IS A TRUE AND
COMPLETE LIST OF (I) ALL OF DTI'S U.S. PATENTS, TRADEMARK REGISTRATIONS AND
APPLICATIONS, AND COPYRIGHT APPLICATIONS AND REGISTRATIONS AND (II) ALL MATERIAL
AGREEMENTS TO WHICH DTI IS A PARTY