Valid and Unencumbered Title. Such Selling Stockholder has and on each Closing Date hereinafter mentioned will have valid and unencumbered title to the Securities to be delivered by such Selling Stockholder on such Closing Date, except as provided in the Stockholders Agreement; and upon the delivery of and payment for the Securities on each Closing Date hereunder the several Underwriters will acquire valid and unencumbered title to the Securities to be delivered by such Selling Stockholder on such Closing Date, free and clear of all liens, encumbrances, equities or adverse claims.
Valid and Unencumbered Title. Upon the consummation of the transactions contemplated herein, and, with respect to each Selling Stockholder identified on Schedule C hereto as holding Subject Options (an “Option Holding Selling Stockholder”), upon the exercise by such Option Holding Selling Stockholder of Subject Options, such Selling Stockholder will have valid and unencumbered title to the Offered Securities to be delivered by such Selling Stockholder on such Closing Date and full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Offered Securities to be delivered by such Selling Stockholder on such Closing Date hereunder; and, upon the delivery of and payment for the Offered Securities on each Closing Date hereunder, the several Underwriters will acquire valid and unencumbered title to the Offered Securities to be delivered by such Selling Stockholder on such Closing Date, subject to any interests created by the several Underwriters. In the event that such Selling Stockholder is an Option Holding Selling Stockholder, such Option Holding Selling Stockholder has valid and unencumbered title to all Subject Options listed next to such Selling Stockholder’s name on Schedule C hereto as being held by such Option Holding Selling Stockholder; and all such Subject Options have vested or will be accelerated in vesting in accordance with applicable terms and have not expired and will be exercisable by such Option Holding Selling Stockholder. Except with respect to Option Holding Selling Stockholders, such Selling Stockholder has, and will have, on each Closing Date, valid and unencumbered title to the Securities to be delivered by such Selling Stockholder on such Closing Date; and upon the delivery of and payment for the Securities on each Closing Date hereunder the several Underwriters will acquire valid and unencumbered title to the Securities to be delivered by such Selling Stockholder on such Closing Date, subject to any interests created by the several Underwriters.
Valid and Unencumbered Title. The Selling Stockholder had valid and unencumbered title to the Offered Securities delivered by the Selling Stockholder on such Closing Date and had full right, power and authority to sell, assign, transfer and deliver the Offered Securities delivered by the Selling Stockholder on such Closing Date hereunder; and the several Underwriters have acquired valid and unencumbered title to the Offered Securities purchased by them on such Closing Date hereunder and no action based on an adverse claim may be asserted against the Underwriters with respect to the Offered Securities;
Valid and Unencumbered Title. The Selling Stockholder has and on each Closing Date hereinafter mentioned will have valid and unencumbered title to the Securities to be delivered by the Selling Stockholder on such Closing Date; and upon payment for the Securities to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Securities, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Securities in the name of Cede or such other nominee and the crediting of such Securities on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (as defined in Section 8-105 of the New York Uniform Commercial Code, as amended (the “UCC”)), (1) DTC shall be a “protected purchaser” of such Securities (as defined in Section 8-302 of the UCC), (2) the Underwriters will acquire a valid security entitlement to the Securities (as defined in Section 8-102 of the UCC) and (3) no action based on any adverse claim (as defined in Section 8-102 of the UCC) may be asserted against the Underwriters with respect to such security entitlement.
Valid and Unencumbered Title. The X.X. Xxxxxx Selling Stockholders have (A) valid and unencumbered title to the Securities to be sold by the X.X. Xxxxxx Selling Stockholders on the Closing Date, and (B) on the Closing Date, the X.X. Xxxxxx Selling Stockholders will have valid and unencumbered title to the Securities to be sold by the X.X. Xxxxxx Selling Stockholders on the Closing Date, in each case free and clear of all liens or encumbrances, and the X.X. Xxxxxx Selling Stockholders have full right, power and authority to enter into this Agreement, assuming (i) the Underwriter purchases such Securities without notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code of the State of New York (the “UCC”) and (2) the Underwriter makes payment for such Securities as provided in this Agreement, the Underwriter will acquire all of the X.X. Xxxxxx Selling Stockholders’ rights and interests in the Securities sold by the X.X. Xxxxxx Selling Stockholders free of any adverse claim (within the meaning of Section 8-102(a)(1) of the UCC).
Valid and Unencumbered Title. Fulcrum has (A) valid and unencumbered title to the Securities to be sold by Fulcrum on the Closing Date, and (B) on the Closing Date, Fulcrum will have valid and unencumbered title to the Securities to be sold by Fulcrum on the Closing Date, in each case free and clear of all liens or encumbrances, and Fulcrum has full right, power and authority to enter into this Agreement, assuming (i) the Underwriter purchases such Securities without notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code of the State of New York (the “UCC”) and (2) the Underwriter makes payment for such Securities as provided in this Agreement, the Underwriter will acquire all Fulcrum’s rights and interests in the Securities sold by Fulcrum free of any adverse claim (within the meaning of Section 8-102(a)(1) of the UCC).
