CAPITAL STOCK; ISSUANCE AND VALIDITY OF SHARES Sample Clauses

CAPITAL STOCK; ISSUANCE AND VALIDITY OF SHARES. As of the date hereof, the Company has an authorized capitalization consisting of 1,000 shares of Class A Common Stock, 1,000 shares of Class B Common Stock, and 1,000 shares of $0.001 par value Preferred Stock (the "PREFERRED STOCK"), of which 1,000 shares of Class A Common Stock and no shares of Class B Common Stock or Preferred Stock are issued and outstanding as of the date hereof. Prior to the consummation of the Combination Transactions, the Company will amend its Certificate of Incorporation to increase the number of authorized shares of Class A Common Stock and Class B Common Stock (collectively, the "COMMON STOCK") to an amount in excess of the number of shares required to be issued in the Combination Transactions and the Initial Public Offering. The shares of Common Stock to be issued pursuant to this Agreement in the Combination Transactions by the Company will, when so issued, be validly authorized and issued, fully paid and nonassessable.
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