Common use of Valid Title Clause in Contracts

Valid Title. Such Selling Stockholder has, and on a Date of Delivery, will have, valid title to the Securities to be sold by such Selling 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 Stockholder at such Date of Delivery 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 Stockholder at such Date of Delivery.

Valid Title. Such At the Closing Time and, if such Selling Stockholder has, and 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 Stockholder 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 Stockholder at such Date of Delivery 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 Stockholder at such Date of DeliveryShareholder.

Valid Title. Such The Selling Stockholder Shareholder has, and on a at the Closing Time and at each Date of Delivery, will have, valid title to the Securities to be sold by such the Selling Stockholder 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 Stockholder at such Date of Delivery 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 Stockholder at such Date of DeliverySecurities.

Valid Title. Such Selling Stockholder 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 Stockholder 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 Stockholder at such Date of Delivery 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 Stockholder at such Date of DeliveryShareholder.

Valid Title. Such Each Selling Stockholder Shareholder has, and on a at the Closing Time and at each Date of Delivery, will have, valid title to the Securities to be sold by such Selling Stockholder 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 Stockholder at Shareholder or a valid security entitlement in respect of such Date of Delivery 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 Stockholder at such Date of DeliverySecurities.

Valid Title. Such The Selling Stockholder hasShareholder at the Closing Time, and on a each such Date of DeliveryDelivery if applicable, will have, have valid title to the Securities to be sold by such the Selling Stockholder 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 Stockholder at such Date of Delivery 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 Stockholder at such Date of DeliverySecurities.

Valid Title. Such Selling Stockholder Shareholder has, and on a at the Closing Time and at each Date of Delivery, Delivery will have, valid title to the Securities to be sold by such Selling Stockholder 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 Stockholder at Shareholder or a valid security entitlement in respect of such Date of Delivery 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 Stockholder at such Date of DeliverySecurities.

Valid Title. Such Selling Stockholder has, and at the Closing Time and, if such Selling Stockholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, will have, valid title to the Securities to be sold by such Selling 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 the Power of Attorney and deliver the Securities to be sold by such Selling Stockholder at such Date of Delivery the legal right and power, and all authorization and approval required by law, to enter into this Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder at such Date of DeliveryStockholder.

Valid Title. Such Selling Stockholder Shareholder has, and on a at the Closing Time and at each applicable Date of Delivery, Delivery (as defined below) will have, valid title to the Securities to be sold by such Selling Stockholder 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 Stockholder at Shareholder or a valid security entitlement in respect of such Date of Delivery 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 Stockholder at such Date of DeliverySecurities.

Valid Title. Such Selling Stockholder Shareholder has, and on a at the Closing Time and each Date of Delivery, Delivery will have, have (A) valid title to the Ordinary Shares underlying the Securities to be sold by such Selling Stockholder 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 Stockholder at such Date of Delivery 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 Stockholder at such Date of DeliveryShareholder.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, will have, valid title to the Securities to be sold by such Selling Stockholder Shareholder or a valid security entitlement in respect of 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 to sell, transfer and deliver the Securities to be sold by such Selling Stockholder at such Date of Delivery the legal right and power, and all authorization and approval required by law, to enter into this Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder at Shareholder or a valid security entitlement in respect of such Date of DeliverySecurities.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time and on a each Date of Delivery, Delivery will have, valid title to the Securities to be sold by such the Selling Stockholder 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 Stockholder at such Date of Delivery 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 Stockholder at such Date of DeliverySecurities.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, will have, valid title to the Securities to be sold by such Selling Stockholder 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 Stockholder at such Date Power of Delivery the legal right and power, and all authorization and approval required by law, to enter into this Agreement Attorney and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder at Shareholder or a valid security entitlement in respect of such Date of DeliverySecurities.

Valid Title. Such The Selling Stockholder has, and at the Closing Time and, if the Selling Stockholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, will have, valid title to the Securities to be sold by such the Selling Stockholder at such time 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 Stockholder at or a valid security entitlement in respect of such Date of Delivery 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 Stockholder at such Date of DeliverySecurities.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time will have, and, if the Selling Shareholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, will have, valid title to the Securities to be sold by such Selling Stockholder 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 the Power of Attorney and deliver the Securities to be sold by such Selling Stockholder at such Date of Delivery the legal right and power, and all authorization and approval required by law, to enter into this Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder at such Date of DeliveryShareholder.

Valid Title. Such Selling Stockholder Shareholder has, and on a at the Closing Time and the applicable Date of Delivery, will have, valid title to the Securities to be sold by such Selling Stockholder 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 the Power of Attorney and deliver the Securities to be sold by such Selling Stockholder at such Date of Delivery the legal right and power, and all authorization and approval required by law, to enter into this Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder at Shareholder or a valid security entitlement in respect of such Date of DeliverySecurities.

Valid Title. Such Selling Stockholder has, and at the Closing Time, and if such Selling Stockholder is selling Option Securities on a Date of Delivery, at each such Date of Delivery (if any), will have, valid title to the Securities to be sold by such Selling 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 the Power of Attorney and deliver the Securities to be sold by such Selling Stockholder at such Date of Delivery the legal right and power, and all authorization and approval required by law, to enter into this Agreement Custody Agreements and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder at such Date of DeliveryStockholder.

Valid Title. Such Selling Stockholder has, and at the Closing Time will have, and, if such Selling Stockholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery will have, valid title to the Securities to be sold by such Selling 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 the Power of Attorney and deliver the Securities to be sold by such Selling Stockholder at such Date of Delivery the legal right and power, and all authorization and approval required by law, to enter into this Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder at such Date of DeliveryStockholder.

Valid Title. Such Selling Stockholder Shareholder has, and on a at the Closing Time 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 Stockholder 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 Stockholder at such Date of Delivery 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 Stockholder at such Date of DeliveryShareholder.

Valid Title. Such Selling Stockholder has, and at the Closing Time and, if such Selling Stockholder 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 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 Stockholder at such Date of Delivery 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 Stockholder at such Date of DeliveryStockholder.

Valid Title. Such Selling Stockholder Shareholder has, at the Closing Time, and on a will have, at any applicable Date of Delivery, will have, valid title to the such Securities to be sold by such Selling Stockholder 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 Stockholder at Shareholder; and such Date of Delivery the legal right Securities are duly authorized, validly issued, fully paid 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 Stockholder at such Date of Deliverynon-assessable.

Valid Title. Such Selling Stockholder Shareholder has, and on a at the Closing Time and any Date of Delivery, Delivery will have, valid title to the Securities to be sold by such Selling Stockholder 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 sellthe Power of Attorney, transfer and deliver in the Securities to be sold by such Selling Stockholder at such Date case of Delivery the legal right and powerVertical Entities, and all authorization and approval required by lawthe Custody Agreement, to enter into this Agreement in the case of each Selling Shareholder, and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder at such Date of DeliveryShareholder.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time and, if applicable, on a the Date of Delivery, Delivery will have, valid title to the Securities to be sold by such the Selling Stockholder 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 Stockholder at such Date of Delivery 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 Stockholder at such Date of DeliverySecurities.

Valid Title. Such Selling Stockholder has, and at the Closing Time and, if the Selling Stockholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liensLiens, 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 the Power of Attorney and deliver the Securities to be sold by such Selling Stockholder at such Date of Delivery the legal right and power, and all authorization and approval required by law, to enter into this Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder at such Date of DeliveryStockholder.

Valid Title. Such Selling Stockholder Shareholder has, and on a at the Closing Time and each Date of Delivery, Delivery will have, (A) valid title to the Ordinary Shares underlying the Securities to be sold by such Selling Stockholder 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 Stockholder at such Date of Delivery 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 Stockholder at such Date of DeliveryShareholder.

Valid Title. Such The Selling Stockholder Shareholder has, and on a at the Closing Time and, if applicable, each Date of Delivery, will have, valid title to the Securities to be sold by such the Selling Stockholder 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 Stockholder at such Date of Delivery 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 Stockholder at such Date of DeliveryShareholder.

Valid Title. Such The Selling Stockholder Shareholder has, and on a as of the Closing Date and as of Deliverythe Option Closing Date, if any, will have, a valid title to security entitlement in respect of the Public Securities to be sold by such the Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the all legal right and power, and all authorization and approval power required by law, to enter into this Agreement and to sell, transfer and deliver the Public Securities to be sold by such Selling Stockholder at Shareholder or a security entitlement in respect of such Date of Delivery 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 Stockholder at such Date of DeliveryPublic Securities.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, will have, valid title to the Securities to be sold by such Selling Stockholder 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 the Power of Attorney and deliver the Securities to be sold by such Selling Stockholder at such Date of Delivery the legal right and power, and all authorization and approval required by law, to enter into this Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder at such Date of DeliveryShareholder.

Valid Title. Such Selling Stockholder has, and at the Closing Time and, if such Selling Stockholder 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 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 (or a security entitlement in respect thereof) to be sold by such Selling Stockholder at such Date of Delivery 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 Stockholder at such Date of DeliveryStockholder.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time (and, if any Option Securities are purchased, on a the Date of Delivery, ) will have, valid title to the Securities to be sold by such the Selling Stockholder 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 Stockholder at such Date of Delivery the legal right and power, and all authorization and approval required by law, to enter into this Custody Agreement and to sell, transfer and deliver the Securities to be sold by such the Selling Stockholder at such Date of DeliveryShareholder.

Valid Title. Such Selling Stockholder 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 to be sold by such Selling Stockholder 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 the Power of Attorney and deliver the Securities to be sold by such Selling Stockholder at such Date of Delivery the legal right and power, and all authorization and approval required by law, to enter into this Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder at Shareholder or a valid security entitlement in respect of such Date of DeliverySecurities.

Valid Title. Such Selling Stockholder 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 to be sold by such Selling Stockholder 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 Stockholder at such Date of Delivery 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 Stockholder at such Date of DeliveryShareholder.

Valid Title. Such Selling Stockholder has, and on a at the Closing Time and, if applicable, such Date of Delivery, Delivery will have, valid title to the Securities Shares to be sold by such Selling 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 the Power of Attorney and deliver the Securities to be sold by such Selling Stockholder at such Date of Delivery the legal right and power, and all authorization and approval required by law, to enter into this Custody Agreement and to sell, transfer and deliver the Securities Shares to be sold by such Selling Stockholder at or a valid security entitlement in respect of such Date of DeliveryShares.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time will have, and, if the Selling Shareholder is selling Option Securities on a Date of Delivery, will haveas of each such Date of Delivery, valid title to the Securities to be sold by such Selling Stockholder 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 the Power of Attorney and deliver the Securities to be sold by such Selling Stockholder at such Date of Delivery the legal right and power, and all authorization and approval required by law, to enter into this Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder at such Date of DeliveryShareholder.

Valid Title. Such Selling Stockholder Shareholder has, and on a at the Closing Time and the applicable Date of Delivery, Delivery will have, valid title to the Securities to be sold by such Selling Stockholder 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 the Power of Attorney and deliver the Securities to be sold by such Selling Stockholder at such Date of Delivery the legal right and power, and all authorization and approval required by law, to enter into this Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder at Shareholder or a valid security entitlement in respect of such Date of DeliverySecurities.

Valid Title. Such Selling Stockholder Shareholder has, and on a at each applicable Date of Delivery, Delivery will have, valid title to the Securities to be sold by such Selling Stockholder 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 the Power of Attorney and deliver the Securities to be sold by such Selling Stockholder at such Date of Delivery the legal right and power, and all authorization and approval required by law, to enter into this Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder at Shareholder or a valid security entitlement in respect of such Date of DeliverySecurities.

Valid Title. Such Selling Stockholder Shareholder has, and on a at the Closing Time and each Date of Delivery, Delivery will have, valid title to the Securities to be sold by such Selling Stockholder 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 sell, transfer the extent a party thereto) and deliver the Securities Custody Agreement (to be sold by such Selling Stockholder at such Date of Delivery the legal right and power, and all authorization and approval required by law, to enter into this Agreement extent a party thereto) and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder at such Date of DeliveryShareholder.

Valid Title. Such Selling Stockholder Shareholder has, and on a at the Closing Time or the Date of Delivery, as applicable, will have, valid title to the Securities to be sold by such Selling Stockholder 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 the Power of Attorney and deliver the Securities to be sold by such Selling Stockholder at such Date of Delivery the legal right and power, and all authorization and approval required by law, to enter into this Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder at Shareholder or a valid security entitlement in respect of such Date of DeliverySecurities.

Valid Title. Such The Selling Stockholder Shareholder has, and on a the Closing Date of Delivery, will have, valid title to the Securities to be sold by such the Selling Stockholder 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 Stockholder at such Date of Delivery the legal right and power, and all authorization and approval required by law, to enter into this Custody 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 Stockholder at such Date of DeliverySecurities.

Valid Title. Such Selling Stockholder hasShareholders have, and on a at the Closing Time and each Date of Delivery, Delivery will have, have (A) valid title to the Ordinary Shares underlying the Securities to be sold by such Selling Stockholder 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 Stockholder at such Date of Delivery 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 Stockholder at such Date of DeliveryShareholders.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time and, if the Selling Shareholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, will have, valid title to the Securities to be sold by such the Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances encumbrances, with no violation of any preemptive, first refusal or other similar rights of any shareholder of the Company, 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 Stockholder at Shareholder or a valid security entitlement in respect of such Date of Delivery 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 Stockholder at such Date of DeliverySecurities.