Common use of Title to Common Shares to be Sold Clause in Contracts

Title to Common Shares to be Sold. Such Selling Stockholder is, on the Closing Date and on any Subsequent Closing Date (as defined herein), the record and beneficial owner of, and has good and valid title to the Common Shares to be sold by such Selling Stockholder pursuant to this Agreement free and clear of all liens, encumbrances, equities or claims (other than the transfer restrictions of the lock-up agreement executed by such Selling Stockholder) and has duly indorsed such Common Shares in blank and, assuming that the Underwriters acquire their interest in the Common Shares they have purchased without notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code (the “UCC”), such Underwriters that have purchased Common Shares on the date hereof to The Depository Trust Company (“DTC”) by making payment thereof, as provided herein, and that have had such Common Shares credited to the securities account or accounts of such Underwriters maintained with DTC will have acquired a security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Common Shares purchased by such Underwriters, and no action based on an adverse claim, may be asserted against such Underwriters with respect to such Common Shares.

Title to Common Shares to be Sold. Such Selling Stockholder is, on the Closing Date and on any Subsequent First Closing Date (as defined hereinbelow), the record and beneficial owner of, and has good and valid title to to, the Common Shares to be sold by such Selling Stockholder pursuant to this Agreement free and clear of all liens, encumbrances, equities or claims (other than the transfer restrictions of the lock-up agreement executed by such Selling Stockholder) and has duly indorsed such Common Shares in blank blank, and, assuming that the Underwriters acquire their interest in the Common Shares they have purchased without notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code (the “UCC”)), such Underwriters that have purchased Common Shares delivered on the date hereof to The Depository Trust Company (“DTC”) by making payment thereoftherefor, as provided herein, and that have had such Common Shares credited to the securities account or accounts of such Underwriters maintained with DTC will have acquired a security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Common Shares purchased by such Underwriters, and no action based on an adverse claim, may be asserted against such Underwriters with respect to such Common Shares.

Title to Common Shares to be Sold. Such The Selling Stockholder is, and on the Closing Date and on any Subsequent Closing Date (as defined herein)will be, the record and beneficial owner of, and has has, and on the Closing Date will have, good and valid title to to, the Common Shares to be sold by such Selling Stockholder pursuant to this Agreement it free and clear of all liens, encumbrances, equities or claims (other than the transfer restrictions of the lock-up agreement executed by such Selling Stockholder) and has duly indorsed such Common Shares in blank andblank, and assuming that the Underwriters acquire their interest in the Common Shares they have purchased without notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code (the “UCC”)), such Underwriters that have purchased Common Shares delivered on the date hereof Closing Date to The Depository Trust Company (“DTC”) DTC by making payment thereoftherefor, as provided herein, and that have had such Common Shares credited to the securities account or accounts of such Underwriters maintained with DTC will have acquired a security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Common Shares purchased by such Underwriters, and no action based on an adverse claim, may claim will be able to be asserted against such Underwriters with respect to such Common Shares.

Title to Common Shares to be Sold. Such Selling Stockholder is, and on the Closing Date and on any Subsequent Closing Date (as defined herein)will be, the record and beneficial owner of, and has has, and on the Closing Date will have, good and valid title to to, the Common Shares to be sold by such Selling Stockholder pursuant to this Agreement free and clear of all liens, encumbrances, equities or claims (other than the transfer restrictions of the lock-up agreement executed by such Selling Stockholder) and has duly indorsed such Common Shares in blank andblank, and assuming that the Underwriters acquire their interest in the Common Shares they have purchased without notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code (the “UCC”)), such Underwriters that have purchased Common Shares delivered on the date hereof Closing Date to The Depository Trust Company (“DTC”) DTC by making payment thereoftherefor, as provided herein, and that have had such Common Shares credited to the securities account or accounts of such Underwriters maintained with DTC will have acquired a security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Common Shares purchased by such Underwriters, and no action based on an adverse claim, may claim will be able to be asserted against such Underwriters with respect to such Common Shares.