Common use of Capital Stock of the Company Clause in Contracts

Capital Stock of the Company. The authorized capital stock of the Company is as set forth on Schedule 5.3. All of the issued and outstanding shares of the capital stock of the Company are owned by the Stockholders in the amounts set forth in Schedule 5.3, other than any treasury shares listed on Schedule 5.3. Each Stockholder, severally, represents and warrants that except as set forth on Schedule 5.3, the shares of capital stock of the Company owned by such Stockholder 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 the 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 the 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 any preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized capital stock of the Company COMPANY is as set forth on Schedule 5.3. All of the issued and outstanding shares of the capital stock of the Company COMPANY are owned by the Stockholders STOCKHOLDERS in the amounts set forth in Schedule 5.3, other than any treasury shares listed on Schedule 5.3Annex II. Each StockholderSTOCKHOLDER, severally, represents and warrants that except as set forth on Schedule 5.3, the shares of capital stock of the Company COMPANY owned by such Stockholder STOCKHOLDER 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 the Company COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the Stockholders STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the Company 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 any preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized capital stock of the Company is as set forth on Schedule 5.3. All of the issued and outstanding shares of the capital stock of the Company are owned by the Stockholders in the amounts set forth in Schedule 5.3, other than any treasury shares listed on Schedule 5.3Annex II. Each Stockholder, severally, represents and warrants that except as set forth on Schedule 5.3, the shares of capital stock of the Company owned by such Stockholder 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 the 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 the 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 any preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized capital stock of the Company is as set forth on Schedule 5.34.3. All of the issued and outstanding shares of the capital stock of the Company are owned by the Stockholders in the amounts set forth in Schedule 5.34.3, other than any treasury shares listed on Schedule 5.34.3. Each Stockholder, severally, represents and warrants that except as set forth on Schedule 5.34.3, the shares of capital stock of the Company owned by such Stockholder 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 the 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 the 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 any preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized capital stock of the Company is as set forth on Schedule 5.3. All of the issued and outstanding shares of the capital stock of the Company are owned by the Stockholders and Other Stockholders in the amounts set forth in Schedule 5.3, other than any treasury shares listed on Schedule 5.3Annex II. Each Stockholder, severally, represents The Stockholders represent and warrants warrant that except as set forth on Schedule 5.3, the shares of capital stock of the Company owned by such each Stockholder and the Other Stockholders 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 the Company have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the Stockholders and the Other Stockholders and further, such shares were offered, issued, sold and delivered by the 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 any preemptive rights of any past or present stockholderstockholder of the Company.

Capital Stock of the Company. The authorized capital stock of the Company is as set forth on Schedule 5.3. All of the issued and outstanding shares of the capital stock of the Company are owned by the Stockholders and Other Stockholders in the amounts set forth in Schedule 5.3, other than any treasury shares listed on Schedule 5.3Annex II. Each StockholderStockholder and each of the Other Stockholders by their execution of the Limited Joinder hereto, severally, severally represents and warrants that except as set forth on Schedule 5.3, the shares of capital stock of the Company owned by such each Stockholder and Other Stockholder 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 the Company have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the Stockholders and Other Stockholders and further, such shares were offered, issued, sold and delivered by the 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 any preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized capital stock of the Company is as set forth on Schedule 5.3. All of the issued and outstanding shares of the capital stock of the Company are owned by the Stockholders Stockholder in the amounts set forth in Schedule 5.3, other than any treasury shares listed on Schedule 5.3Annex II. Each Stockholder, severally, represents and warrants that except as set forth on Schedule 5.3, the shares of capital stock of the Company owned by such Stockholder 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 the 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 the 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 any preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized capital stock of the Company COMPANY is as set forth on Schedule 5.3. All of the issued and outstanding shares of the capital stock of the Company COMPANY and NEWBURY are owned by the Stockholders STOCKHOLDERS and the NEWBURY STOCKHOLDERS, respectively, in the amounts set forth in Schedule 5.3Annex III (or are owned by the Company in the case of any subsidiary) and further, other than any treasury shares listed on Schedule 5.3. Each Stockholder, severally, represents and warrants that except as set forth on Schedule 5.3, the shares of capital stock of the Company owned by such Stockholder 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 -8- of the Company COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the Stockholders STOCKHOLDERS and furtherthe NEWBURY STOCKHOLDERS, respectively, and such shares were offered, issued, sold and delivered by the Company in compliance with all applicable state and Federal laws concerning the issuance and distribution of securities. Further, none of such shares were issued in violation of any preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized authorized, issued and outstanding capital stock of the Company is as set forth on Schedule 5.34.3. No shares of capital stock of the Company are held in treasury by the Company. All of the issued and outstanding shares of the capital stock of the Company are owned beneficially and of record by the Stockholders Stockholder in the amounts amount set forth in Schedule 5.34.3 and further, other than any treasury shares listed on Schedule 5.3. Each Stockholder, severally, represents and warrants that except as set forth on Schedule 5.3, the shares 4.3 (all of capital stock of which with respect to the Company owned by such Stockholder Stock shall be terminated and released at or prior to the Closing), 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 the Company have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record nonassessable and beneficially by the Stockholders and further, such shares were offered, issued, sold and delivered by the Company in compliance with all applicable state and Federal federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of any preemptive or similar rights of any past or present stockholderstockholder or other person or entity.

Capital Stock of the Company. The authorized capital stock of the Company is consists solely of the shares shown on Schedule 6.5, of which only the shares shown on such Schedule 6.5 to be issued and outstanding are issued and outstanding. Except as set forth on Schedule 5.3. All 6.5, all of the issued and outstanding shares of the capital stock of the Company are owned by the Stockholders in the amounts set forth in Schedule 5.3, other than any treasury shares listed on Schedule 5.3. Each Stockholder, severally, represents and warrants that except as set forth on Schedule 5.3, the shares of capital stock of the Company owned by such Stockholder Annex II and 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 Company Stock to be outstanding on the capital stock of the Company Merger Effective Date will have been duly authorized and validly issued, are fully paid and nonassessable, are will be owned of record and beneficially by the Stockholders and furtherin the amounts set forth in Annex II, such shares were and will have been offered, issued, sold and delivered by the Company in compliance with all applicable state and Federal federal laws concerning the offering, sale or issuance of securities. Further, none None of such shares were will have been, and none of the shares from which they will have derived were, issued in violation of any the preemptive rights of any past or present stockholder, whether contractual or statutory.