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

CAPITAL STOCK OF PENTACON AND NEWCO. The authorized capital stock of Pentacon and Newco is as set forth in Schedule 6.3 and the Draft Registration Statement. All of the issued and outstanding shares of the capital stock of Newco are owned by Pentacon and all of the issued and outstanding shares of the capital stock of Pentacon are owned by the persons set forth on Schedule 6.3 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 Pentacon and Newco have been duly authorized and validly issued, are fully paid and nonassessable, and further, such shares were offered, issued, sold and delivered by Pentacon 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 Pentacon or Newco.

CAPITAL STOCK OF PENTACON AND NEWCO. The authorized capital stock of Pentacon and Newco is as set forth in Schedule 6.3 and the Draft Registration Statement. All of the issued and outstanding shares of the capital stock of Newco are owned by Pentacon and all of the issued and outstanding shares of the capital stock of Pentacon are owned by the persons set forth on Schedule 6.3 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 Pentacon and Newco have been duly authorized and validly issued, are fully paid and nonassessable, and further, such shares were offered, issued, sold and delivered by Pentacon 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 Pentacon or Newco.of