Common use of Valid Title Clause in Contracts

Valid Title. Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, 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 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 and, if such Selling Shareholder is selling Option Securities on or a Date of DeliveryDelivery (as defined below), at each Date of 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 to be sold by such Selling Shareholder.

Valid Title. Such The Selling Shareholder hasis, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at and each Date of DeliveryDelivery will be, will have, valid title to the beneficial owner of the Securities (or to a security entitlement in respect thereof) 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 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 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 and, if such Selling Shareholder is selling Option Securities on a and at any Date of Delivery, at each Date of Delivery, Delivery will have, valid title to the Securities (or to a security entitlement in respect thereof) 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 to sell, transfer and deliver the Securities to be sold by such the Selling ShareholderStockholder.

Valid Title. Such Selling Shareholder has, and at At the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, 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 to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such Each Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, and 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 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 and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, 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 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 and, if such Selling Shareholder is selling Option Securities and on a each Date of Delivery, at each Date of Deliveryif any, will have, valid title to the Securities (or to a security entitlement in respect thereof) 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 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 and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at each Date of Delivery, will have, valid title to the Securities (or to a security entitlement in respect thereof) 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 to sell, transfer and deliver the Securities Shares to be sold by such Selling Shareholder.

Valid Title. Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, and at each Date of Delivery, 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 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 and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, and 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 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 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 and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at each Date of Delivery, 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 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 (and, if such Selling Shareholder is selling any Option Securities are purchased, on a the Date of Delivery, 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 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 Custody Agreement 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 andTime, if such Selling Shareholder is selling Option Securities on a and will have, at any applicable Date of Delivery, at each Date of Delivery, will have, valid title to the such 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, power and all authorization and approval required by law, to enter into this Agreement 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 will have, and, if such the Selling Shareholder is selling Option Securities on a Date of Delivery, at as of 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 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 will have, and, if such the Selling Shareholder is selling Option Securities on a Date of Delivery, at as of 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 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 and, if such Selling Shareholder is selling Option Securities on a and at each applicable Date of Delivery, at each Date of Delivery, Delivery (as defined below) 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 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 and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at and each Date of Delivery, Delivery will have, have (A) valid title to the Ordinary Shares underlying the Securities (or to a security entitlement in respect thereof) 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, the Deposit Agreement, the Power of Attorney and the Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

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 and, if such Selling Shareholder is selling Option Securities on a and at any Date of Delivery, at each Date of Delivery, Delivery will have, valid title to the Securities (or to a security entitlement in respect thereof) 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 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 and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, and 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 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 and, if such Selling Shareholder is selling Option Securities on a or the relevant Date of Delivery, at each Date of Deliveryas the case may be, will have, valid title to the Securities (or to a security entitlement in respect thereof) 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 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 and, if such Selling Shareholder is selling Option Securities on a Date of Deliveryapplicable, 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 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, the Lock-up Letter and the Custody Agreement 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 and, if such Selling Shareholder is selling Option Securities on a each applicable Date of Delivery, at each Date of Delivery, 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 to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such Selling Shareholder hasShareholders have, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at and each Date of Delivery, Delivery will have, have (A) valid title to the Ordinary Shares underlying the Securities (or to a security entitlement in respect thereof) 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 Deposit Agreement and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholders.

Valid Title. Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at each Date of Delivery, 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 the Custody Agreement 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 and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at each Date of Delivery, Delivery will have, valid title to the Securities (or to a security entitlement in respect thereof) 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 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 and, if such Selling Shareholder is selling Option Securities on a and any Date of Delivery, at each Date of Delivery, 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, in the case of the Vertical Entities, and the Custody Agreement, in the case of each Selling Shareholder, and to sell, transfer and deliver the Securities 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 and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, and 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 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 and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at as of 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 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 and, if and at such Selling Shareholder is selling Option Securities on a Date of Delivery, at each Date of Delivery, 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 and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such Selling Shareholder has, and at has in the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date case of Delivery, at each Date of Delivery, will have, valid title to the Securities (or to a security entitlement in respect thereofother than Future Securities) to be sold by such Selling Shareholder Shareholder, and will have, at the Closing Time and Date of Delivery, as applicable, in the case of the Securities to be sold by such Selling 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, the Power of Attorney and Custody Agreement 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 and, if such Selling Shareholder is selling Option Securities applicable, on a the Date of Delivery, at each Date of Delivery, Delivery will have, valid title to the Securities (or to a security entitlement in respect thereof) 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 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 and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at each Date of Delivery, Delivery will have, valid title to the Securities (or to a security entitlement in respect thereof) 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 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 and, if such Selling Shareholder is selling Option Securities on a each applicable Date of Delivery, at each Date of Delivery, 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 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 and, if such Selling Shareholder is selling Option Securities on a or the Date of Delivery, at each Date of Deliveryas 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 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 and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, and at each Date of Delivery, 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 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 and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at and each Date of Delivery, 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 (to the extent a party thereto) and the Custody Agreement (to the extent 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 and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at each Date of Delivery, will have, have (A) valid title to the Ordinary Shares underlying the Initial Securities (or to a security entitlement in respect thereof) 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, the Deposit Agreement, the Power of Attorney and the Custody Agreement 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 and, if such Selling Shareholder is selling Option Securities and on a the Date of Delivery, at each Date of Delivery, 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 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 and, if such Selling Shareholder is selling Option Securities on a any Date of Delivery, at each Date of Delivery, Delivery (as defined below) will have, valid title to the Securities (or to a security entitlement in respect thereof) 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 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 and, if such Selling Shareholder is selling Option Securities on a and the applicable Date of Delivery, at each Date of Delivery, 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 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 and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at and each Date of Delivery, Delivery will have, (A) valid title to the Ordinary Shares underlying 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 (B) the legal right and power, power and all authorization authorizations and approval approvals required by law, law to enter into this Agreement, the Power of Attorney and the Custody Agreement 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 and, if such Selling Shareholder is selling Option Securities and on a Date of Delivery, at each Date of Delivery, Delivery will have, valid title to the Securities (or to a security entitlement in respect thereof) 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 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 and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, 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 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 and, if such Selling Shareholder is selling Option Securities on a and at any Date of Delivery, at each Date of Delivery, 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 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 and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, and at each Date of Delivery, 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 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 and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at each and the applicable 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 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 hasholds, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at each Date of DeliveryDelivery will hold, will have, valid title to the Securities (or to a security entitlement in respect thereof) 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 and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.