Common use of Outstanding Capital Stock Clause in Contracts

Outstanding Capital Stock. The Company is authorized to ------------------------- issue a total of 5,000 shares of Common Stock. All of the outstanding shares of Common Stock, which constitute all of the Shares, were duly authorized for issuance and are validly issued, fully paid and nonassessable and not issued in violation of the preemptive or similar rights of any Person. The Company has not issued and does not have outstanding any shares of preferred stock or any other class of capital stock other than the Shares. Except as set forth in 1 Schedule 4.3 hereto, there are no outstanding rights, subscriptions, ------------ warrants, calls, unsatisfied preemptive rights, options or other agreements of any kind to purchase or otherwise to receive from the Company or any of its Subsidiaries any of the outstanding, authorized but unissued or unauthorized capital stock or any other security of the Company or any of its Subsidiaries, and there is no outstanding security of any kind of the Company or any of its Subsidiaries convertible into or exercisable for the purchase of any such capital stock or other security of the Company or any of its Subsidiaries. Except as set forth on Schedule 4.3 (which agreements will terminate upon ------------ Closing), none of the Sellers nor the Company nor any of its Subsidiaries is a party to any voting trust or other voting agreement with respect to any of the Shares or to any agreement relating to the issuance, sale, redemption, transfer, registration or other disposition of the capital stock of the Company or any of its Subsidiaries.

Outstanding Capital Stock. The Company is authorized to ------------------------- issue a total of 5,000 shares of Common Stock. All of the outstanding shares of Common Stock, which constitute all of the Shares, were duly authorized for issuance and are validly issued, fully paid and nonassessable and not issued in violation of the preemptive or similar rights of any Person. The Company has not issued and does not have outstanding any shares of preferred stock or any other class of capital stock other than the Shares. Except as set forth in 1 Schedule 4.3 hereto, there are no outstanding rights, subscriptions, ------------ warrants, ------------ calls, unsatisfied preemptive rights, options or other agreements of any kind to purchase or otherwise to receive from the Company or any of its Subsidiaries any of the outstanding, authorized but unissued or unauthorized capital stock or any other security of the Company or any of its Subsidiaries, and there is no outstanding security of any kind of the Company or any of its Subsidiaries convertible into or exercisable for the purchase of any such capital stock or other security of the Company or any of its Subsidiaries. Except as set forth on Schedule 4.3 (which agreements will terminate upon ------------ Closing), none of the ------------ Sellers nor the Company nor any of its Subsidiaries is a party to any voting trust or other voting agreement with respect to any of the Shares or to any agreement relating to the issuance, sale, redemption, transfer, registration or other disposition of the capital stock of the Company or any of its Subsidiaries.

Outstanding Capital Stock. The Company is authorized to ------------------------- issue a total of 5,000 shares of Common Stock. All of the outstanding shares of Common Stock, which constitute all of the Shares, were duly authorized for issuance and are validly issued, fully paid and nonassessable and not issued in violation of the preemptive or similar rights of any Person. The Company has not issued and does not have outstanding any shares of preferred stock or any other class of capital stock other than the Shares. Except as set forth in 1 Schedule 4.3 hereto, ------------ there are no outstanding rights, subscriptions, ------------ warrants, calls, unsatisfied preemptive rights, options or other agreements of any kind to purchase or otherwise to receive from the Company or any of its Subsidiaries any of the outstanding, authorized but unissued or unauthorized capital stock or any other security of the Company or any of its Subsidiaries, and there is no outstanding security of any kind of the Company or any of its Subsidiaries convertible into or exercisable for the purchase of any such capital stock or other security of the Company or any of its Subsidiaries. Except as set forth on Schedule 4.3 (which agreements ------------ will terminate upon ------------ Closing), none of the Sellers nor the Company nor any of its Subsidiaries is a party to any voting trust or other voting agreement with respect to any of the Shares or to any agreement relating to the issuance, sale, redemption, transfer, registration or other disposition of the capital stock of the Company or any of its Subsidiaries.

Outstanding Capital Stock. The Company is authorized to issue --- ------------------------- issue a total of 5,000 shares of Common Stock. All of the outstanding shares of Common Stock, which constitute all of the Shares, were duly authorized for issuance and are validly issued, fully paid and nonassessable and not issued in violation of the preemptive or similar rights of any Person. The Company has not issued and does not have outstanding any shares of preferred stock or any other class of capital stock other than the Shares. Except as set forth in 1 Schedule 4.3 hereto, there are no outstanding rights, subscriptions, ------------ warrants, calls, unsatisfied preemptive rights, options or other agreements of any kind to purchase or otherwise to receive from the Company or any of its Subsidiaries any of the outstanding, authorized but unissued or unauthorized capital stock or any other security of the Company or any of its Subsidiaries, and there is no outstanding security of any kind of the Company or any of its Subsidiaries convertible into or exercisable for the purchase of any such capital stock or other security of the Company or any of its Subsidiaries. Except as set forth on Schedule 4.3 (which agreements will terminate upon ------------ Closing), none of the ------------ Sellers nor the Company nor any of its Subsidiaries is a party to any voting trust or other voting agreement with respect to any of the Shares or to any agreement relating to the issuance, sale, redemption, transfer, registration or other disposition of the capital stock of the Company or any of its Subsidiaries.