Common use of CAPITAL STOCK OF VPI AND NEWCOS Clause in Contracts

CAPITAL STOCK OF VPI AND NEWCOS. Immediately prior to the Closing Date, the authorized capital stock of VPI and the NEWCOS is as set forth in Sections 1.4(ii) and (iii), respectively. All of the issued and outstanding shares of the capital stock of each NEWCO are owned by VPI and all of the issued and outstanding shares of the capital stock of VPI are owned by the persons set forth on Annex V hereof, and further are owned, in each case, free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. Upon consummation of the IPO, the number of outstanding shares of VPI will be as set forth in the Registration Statement. All of the issued and outstanding shares of the capital stock of VPI and each NEWCO have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by VPI and the persons set forth on Annex V, respectively, and further, such shares were offered, issued, sold and delivered by VPI and the NEWCOS in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares was issued in violation of the preemptive rights of any past or present stockholder of VPI or the NEWCOS.