Common use of Delivery of the Offered Shares to be Sold Clause in Contracts

Delivery of the Offered Shares to be Sold. Delivery of Offered Shares by the Selling Shareholder pursuant to this Agreement will pass good and valid title to such Offered Shares, free and clear of any security interest, mortgage, pledge, lien, encumbrance or other adverse claim, including, but not limited to any security interest, mortgage, pledge, lien, encumbrance or other adverse claim pursuant to (i) that certain Credit Agreement, dated as of June 16, 2017, by and among the Selling Shareholder, Credit Suisse AG, Cayman Islands Branch, and Xxxxxx Xxxxxxx Bank, N.A., as lenders, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and Credit Suisse Securities (USA) LLC, as calculation agent (the “Credit Agreement”), (ii) that certain related Pledge Agreement, dated as of June 16, 2017, by and among the Selling Shareholder, Credit Suisse Securities (USA) LLC, as secured party and Xxxxxx Xxxxxxx Bank, N.A., as secured party, (iii) that certain Custody and Control Agreement dated June 16, 2017 among Credit Suisse Securities (USA) LLC, the Borrower (as defined in the Credit Agreement), and Credit Suisse Securities (USA) LLC, in its capacities as securities intermediary and bank, and (iv) that certain Custody and Control Agreement dated June 16, 2017 among Xxxxxx Xxxxxxx Bank, N.A., the Borrower, and Xxxxxx Xxxxxxx & Co. LLC, in its capacities as securities intermediary and bank.