Capitalization of Newco. The authorized capital stock of Newco consists of 20,000,000 shares of Newco Common Stock, no shares of which are issued and outstanding, and 1,000,000 shares of preferred stock, $0.01 par value, no shares of which are issued and outstanding. Except as set forth in Section 7.3 of the Disclosure Schedule, there are no options, warrants, calls, subscriptions, conversion or other rights, agreements or commitments obligating Newco to issue any additional shares of its capital stock or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of its capital stock. As of the Closing after giving effect to the capital stock issuances set forth in Sections 1.2(b) and 2.3, Newco will have 10,000,000 shares of Newco Common Stock issued and outstanding, all of which will be validly issued, fully-paid, non-assessable and free and clear of any Liens (other than those arising by virtue of the Stockholders Agreement).
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Capitalization of Newco. The authorized capital stock of ----------------------- Newco consists of 20,000,000 shares of Newco Common Stock, no shares of which are issued and outstanding, and 1,000,000 shares of preferred stock, $0.01 par value, no shares of which are issued and outstanding. Except as set forth in Section 7.3 of the Disclosure Schedule, there are no options, warrants, calls, subscriptions, conversion or other rights, agreements or commitments obligating Newco to issue any additional shares of its capital stock or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of its capital stock. As of the Closing after giving effect to the capital stock issuances set forth in Sections 1.2(b) and 2.3, Newco will have 10,000,000 shares of Newco Common Stock issued and outstanding, all of which will be validly issued, fully-paid, non-assessable and free and clear of any Liens (other than those arising by virtue of the Stockholders Agreement).
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