Common use of Capital Stock of the Companies Clause in Contracts

Capital Stock of the Companies. The authorized capital stock of each COMPANY is as set forth on Schedule 1.4. All of the issued and outstanding shares of the capital stock of each COMPANY are owned by the STOCKHOLDERS in the amounts set forth in Annex IV and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of each COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by such COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder of the COMPANY.

Capital Stock of the Companies. The authorized capital stock of each COMPANY is as set forth on Schedule 1.4. All of the issued and outstanding shares of the capital stock of each COMPANY are owned by the STOCKHOLDERS in the amounts set forth in Annex IV and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of each COMPANY have been duly authorized and validly issued, are (in the case of the COMPANY that is a corporation) fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by such COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder of the COMPANY.

Capital Stock of the Companies. The authorized capital stock of each COMPANY is as set forth on Schedule 1.45.3. All of the issued and outstanding shares of the capital stock of each COMPANY are owned by the STOCKHOLDERS STOCKHOLDER in the amounts set forth in Annex IV III (or are owned by a Company in the case of any subsidiary) and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of each COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS STOCKHOLDER, and further, such shares were offered, issued, sold and delivered by such COMPANY in compliance with all applicable state and federal Federal laws concerning the issuance and distribution of securities. Further, none of such shares were issued in violation of the any preemptive rights of any past or present stockholder of the COMPANYstockholder.