Common use of Valid Title Clause in Contracts

Valid Title. Such Selling Shareholder has, and at the Closing Time or a Date of Delivery (as defined below), as applicable will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such The Selling Shareholder hasStockholder has (or, in the case of Securities that will be issued upon the exchange of outstanding shares of Class B common stock of the Company subsequent to the execution of this Agreement but prior to the Closing Time, will have at the Closing Time), and at the Closing Time or a and at any Date of Delivery (as defined below), as applicable will have, valid title to the Securities to be sold by such the Selling Shareholder Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such the Selling ShareholderStockholder.

Valid Title. Such Selling Shareholder has, and at the Closing Time or and, if such Selling Shareholder is selling Option Securities on a Date of Delivery (as defined below)Delivery, as applicable at each Date of Delivery, will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such The Selling Shareholder hasis, and at the Closing Time or a and each Date of Delivery (as defined below)will be, as applicable will have, valid title to the beneficial owner of the Securities to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver its interest in the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Shareholder has, and at At the Closing Time or and, if such Selling Shareholder is selling Option Securities on a Date of Delivery (as defined below)Delivery, as applicable at each Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such The Selling Shareholder has, and at the Closing Time or a and on each Date of Delivery (as defined below)Delivery, as applicable if any, will have, valid title to the Securities to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder.

Valid Title. Such The Selling Shareholder has, and at the Closing Time or a and at each Date of Delivery (as defined below)Delivery, as applicable will have, valid title to the Securities to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by the Selling Shareholder or a valid security entitlement in respect of such Selling ShareholderSecurities.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a and at each Date of Delivery (as defined below), as applicable will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a Date of Delivery (as defined below), as applicable will have, valid title to the Securities Shares to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities Shares to be sold by such Selling Shareholder.

Valid Title. Such Each Selling Shareholder has, and at the Closing Time or a and at each Date of Delivery (as defined below)Delivery, as applicable will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a each Date of Delivery (as defined below), as applicable will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such Selling Shareholder has, and at the Closing Time or and, if such Selling Shareholder is selling Option Securities on a Date of Delivery (as defined below)Delivery, as applicable at each such Date of Delivery, will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities (or a security entitlement in respect thereof) to be sold by such Selling Shareholder.

Valid Title. Such Selling Shareholder hashas (other than with respect to any Optionholder Shares, in which case, such Appointing Shareholder, as the case may be, will have upon issuance of the Optionholder Shares), and at the Closing Time or a and at each Date of Delivery (as defined below)Delivery, as applicable will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities (or a security entitlement in respect thereof) to be sold by such Selling Shareholder.

Valid Title. Such The Selling Shareholder has, and at the Closing Time or a each Date of Delivery (as defined below), as applicable will have, valid title to the Securities to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a Date of Delivery will have (as defined below), as applicable will have, A) valid title to the Ordinary Shares underlying the Initial Securities to be sold by such Selling Shareholder Shareholder, free and clear of all security interests, claims, liens, equities or other encumbrances and (B) the legal right and power, power and all authorization any authorizations and approval approvals required by law, to enter into this Agreement and Agreement, the Deposit Agreement, the Power of Attorney and the Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Initial Securities to be sold by such Selling Shareholder.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a and the applicable Date of Delivery (as defined below), as applicable will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Shareholder has, and at the Closing Time or and, if such Selling Shareholder is selling Option Securities on a Date of Delivery (as defined below)Delivery, as applicable at each Date of Delivery, will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a each applicable Date of Delivery (as defined below), as applicable will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a Date of Delivery (as defined below), as applicable will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and the Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Shareholder has, and at the Closing Time or will have, and, if the Selling Shareholder is selling Option Securities on a Date of Delivery (as defined below)Delivery, as applicable will haveof each such Date of Delivery, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a and at any Date of Delivery (as defined below), as applicable will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder in the manner provided in this Agreement.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a the Date of Delivery (as defined below)Delivery, as applicable applicable, will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a and at each Date of Delivery (as defined below), as applicable will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such The Selling Shareholder has, and at the Closing Time or a and on each Date of Delivery (as defined below), as applicable will have, valid title to the Securities to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by the Selling Shareholder or a valid security entitlement in respect of such Selling ShareholderSecurities.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a and at each applicable Date of Delivery (as defined below), as applicable ) will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a and the applicable Date of Delivery (as defined below)Delivery, as applicable will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such The Selling Shareholder has, and at the Closing Time or a (and, if any Option Securities are purchased, on the Date of Delivery (as defined below), as applicable Delivery) will have, valid title to the Securities to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder.

Valid Title. Such The Selling Shareholder has, and at the Closing Time or a the relevant Date of Delivery (as defined below)Delivery, as applicable the case may be, will have, valid title to the Securities to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a each applicable Date of Delivery (as defined below), as applicable will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a and on the Date of Delivery (as defined below), as applicable will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such The Selling Shareholder has, and at the Closing Time or a and, if applicable, each Date of Delivery (as defined below)Delivery, as applicable will have, valid title to the Securities to be sold by such the Selling Shareholder hereunder, free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization authorizations and approval approvals required by law, to enter into this Agreement Agreement, the Lock-up Letter and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder.

Valid Title. Such Selling Shareholder has, and at the Closing Time or and, if such Selling Shareholder is selling Option Securities on a Date of Delivery (as defined below)Delivery, as applicable of each such Date of Delivery, will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such Selling Shareholder Stockholder has, and at the Closing Time or a and, if applicable, such Date of Delivery (as defined below), as applicable will have, valid title to the Securities Shares to be sold by such Selling Shareholder Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities Shares to be sold by such Selling ShareholderStockholder or a valid security entitlement in respect of such Shares.

Valid Title. Such Selling Shareholder hasShareholders have, and at the Closing Time or a and each Date of Delivery will have (as defined below), as applicable will have, A) valid title to the Ordinary Shares underlying the Securities to be sold by such Selling Shareholder Shareholders, free and clear of all security interests, claims, liens, equities or other encumbrances and (B) the legal right and power, power and all authorization any authorizations and approval approvals required by law, to enter into this Agreement and the Power of Attorney and Custody Deposit Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholders.

Valid Title. Such The Selling Shareholder has, and at the Closing Time or a any Date of Delivery (as defined below), as applicable ) will have, valid title to the Securities to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances (other than pursuant to this Agreement) and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Shareholder hasStockholder has (or, in the case of Securities that will be issued upon the exchange of outstanding shares of Class B common stock of the Company subsequent to the execution of this Agreement but prior to the Closing Time, will have at the Closing Time), and at the Closing Time or a and at any Date of Delivery (as defined below), as applicable will have, valid title to the Securities to be sold by such Selling Shareholder Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderStockholder.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a and at each Date of Delivery (as defined below)Delivery, as applicable will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities (or a security entitlement in respect thereof) to be sold by such Selling Shareholder.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a and each Date of Delivery (as defined below), as applicable will have, (A) valid title to the Ordinary Shares underlying the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and (B) the legal right and power, power and all authorization authorizations and approval approvals required by law, law to enter into this Agreement and Agreement, the Power of Attorney and the Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such Selling Shareholder hasholds, and at the Closing Time or a each Date of Delivery (as defined below)will hold, as applicable will have, valid title to the Securities and/or Option Shares to be sold by such Selling Shareholder free and clear of all security interests, adverse claims, liens, equities or other encumbrances and has and at each Date of Delivery will have the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a Time, and will have, at any applicable Date of Delivery (as defined below), as applicable will haveDelivery, valid title to the such Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, power and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder; and such Securities are duly authorized, validly issued, fully paid and non-assessable.

Valid Title. Such Selling Shareholder has, and at the Closing Time or will have, and, if the Selling Shareholder is selling Option Securities on a Date of Delivery (as defined below)Delivery, as applicable of each such Date of Delivery, will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such The Selling Shareholder has, and at the Closing Time or a and, if applicable, on the Date of Delivery (as defined below), as applicable will have, valid title to the Securities to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances other than pursuant to this Agreement and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by the Selling Shareholder or a valid security entitlement in respect of such Selling ShareholderSecurities.

Valid Title. Such The Selling Shareholder has, and at the Closing Time or a Date of Delivery (as defined below), as applicable will have, valid title to the Securities to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a and each Date of Delivery (as defined below), as applicable will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney (to the extent a party thereto) and the Custody Agreement (other than in to the case of the ▇▇▇▇ Capital Selling Shareholdersextent a party thereto) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a and any Date of Delivery (as defined below), as applicable will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than Attorney, in the case of the ▇▇▇▇ Capital Vertical Entities, and the Custody Agreement, in the case of each Selling Shareholders) Shareholder, and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a and at each applicable Date of Delivery (as defined below), as applicable ) will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a and each Date of Delivery will have (as defined below), as applicable will have, A) valid title to the Ordinary Shares underlying the Securities to be sold by such Selling Shareholder Shareholder, free and clear of all security interests, claims, liens, equities or other encumbrances and (B) the legal right and power, power and all authorization any authorizations and approval approvals required by law, to enter into this Agreement and Agreement, the Deposit Agreement, the Power of Attorney and the Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such Selling Shareholder Stockholder has, and at the Closing Time or Time, and if such Selling Stockholder is selling Option Securities on a Date of Delivery, at each such Date of Delivery (as defined belowif any), as applicable will have, valid title to the Securities to be sold by such Selling Shareholder Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) Agreements and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderStockholder.

Valid Title. Such Selling Shareholder hashas in the case of the Securities (other than Future Securities) to be sold by such Selling Shareholder, and will have, at the Closing Time or a and Date of Delivery (as defined below)Delivery, as applicable will haveapplicable, valid title to in the case of the Securities to be sold by such Selling Shareholder Shareholder, valid title to such Securities free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and Agreement, the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a and at such Date of Delivery (as defined below), as applicable will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such Selling Shareholder has, and at the Closing Time or a and at each Date of Delivery (as defined below), as applicable will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the ▇▇▇▇ Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.