Common use of CAPITAL STOCK OF METALS AND NEWCO Clause in Contracts

CAPITAL STOCK OF METALS AND NEWCO. The authorized capital stock of METALS and NEWCO is as set forth in Sections 1.4(ii) and (iii), respectively. All of the issued and outstanding shares of the capital stock of NEWCO are owned by METALS and all of the issued and outstanding shares of the capital stock of METALS are owned by the persons set forth on Annex III hereof, in each case, 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 METALS and NEWCO have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by METALS and the persons set forth on Annex III, respectively, and further, such shares were offered, issued, sold and delivered by METALS and NEWCO 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 METALS or NEWCO.