Common use of Valid Title Clause in Contracts

Valid Title. Such Selling Shareholder has, and immediately prior to the First Closing Date, such Selling Shareholder will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by such Selling Shareholder hereunder on such date, free and clear of all liens, security interests, encumbrances, equities or claims of any kind, other than pursuant to this Agreement; upon payment for the Securities to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Securities, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Securities in the name of Cede or such other nominee, and the crediting of such Securities on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC to such Securities), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC and will acquire its interest in the Securities (including without limitation, all rights that such Selling Shareholder had or has the power to transfer in such Securities) free and clear of any “adverse claim” within in the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim” within the meaning of Section 8-102 of the UCC to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this Section 3(a), such Selling Shareholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with the Company’s charter, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Valid Title. Such Each Selling Shareholder stockholder has, and immediately prior to the First each Closing Date, Date (as defined in Section 3 hereof) such Selling Shareholder stockholder will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities shares of Stock to be sold by such Selling Shareholder stockholder hereunder on such date, free and clear of all liens, security interests, encumbrances, equities or claims of any kind, other than pursuant to this Agreement; upon payment for the Securities shares of Stock to be sold by such Selling Shareholder stockholder pursuant to this Agreement, delivery of such Securitiesshares, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”) (unless delivery of such shares is unnecessary because such shares are already in possession of Cede or such nominee), registration of such Securities shares in the name of Cede or such other nominee (unless registration of such shares is unnecessary because such shares are already registered in the name of Cede or such nominee), and the crediting of such Securities shares on the books of DTC to the securities accounts account of the Underwriters Underwriter (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC New York Uniform Commercial Code (the “UCC”) to such Securitiesshares), (A) DTC shall be a “protected purchaser” of such Securities shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Securities shares (including without limitation, all rights that such Selling Shareholder stockholder had or has the power to transfer in such Securitiesshares) free and clear of any “adverse claim” within in the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Securities shares and (C) no action based on any “adverse claim” within the meaning of Section 8-102 of the UCC to such Securities shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this Section 3(a)representation, such Selling Shareholder stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such Securities shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with the Company’s charter, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts account of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC.

Valid Title. Such Selling Shareholder stockholder has, and immediately prior to the First Closing Date, such Date (as defined in Section 3 hereof) the Selling Shareholder stockholder will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities shares of Stock to be sold by such the Selling Shareholder stockholder hereunder on such date, free and clear of all liens, security interests, encumbrances, equities or claims of any kind, other than pursuant to this Agreement; upon . Upon payment for the Securities shares of Stock to be sold by such Selling Shareholder stockholder pursuant to this Agreement, delivery of such Securitiesshares, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”) (unless delivery of such shares is unnecessary because such shares are already in possession of Cede or such nominee), registration of such Securities shares in the name of Cede or such other nominee (unless registration of such shares is unnecessary because such shares are already registered in the name of Cede or such nominee), and the crediting of such Securities shares on the books of DTC to securities accounts account of the Underwriters Underwriter (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC to such Securitiesshares), (A) DTC shall be a “protected purchaser” of such Securities shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Securities shares (including without limitation, all rights that such Selling Shareholder stockholder had or has the power to transfer in such Securitiesshares) free and clear of any “adverse claim” within in the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Securities shares and (C) no action based on any “adverse claim” within the meaning of Section 8-102 of the UCC to such Securities shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this Section 3(a)representation, such Selling Shareholder stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such Securities shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s 's share registry in accordance with the Company’s charter, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC.

Valid Title. Such Selling Shareholder Stockholder has, and immediately prior to the First Initial Closing Date, such Date (as defined in Section 3 hereof) the Selling Shareholder Stockholder will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities shares of Stock to be sold by such the Selling Shareholder Stockholder hereunder on such date, free and clear of all liens, security interests, encumbrances, equities or claims of any kind, other than pursuant to this Agreement, the Power of Attorney and the Custody Agreement; upon payment for the Securities shares of Stock to be sold by such Selling Shareholder Stockholder pursuant to this Agreement, delivery of such Securitiesshares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”) (unless delivery of such shares is unnecessary because such shares are already in possession of Cede or such nominee), registration of such Securities shares in the name of Cede or such other nominee (unless registration of such shares is unnecessary because such shares are already registered in the name of Cede or such nominee), and the crediting of such Securities shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC New York Uniform Commercial Code (the “UCC”) to such Securitiesshares), (A) DTC shall be a “protected purchaser” of such Securities shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Securities shares (including without limitation, all rights that such Selling Shareholder Stockholder had or has the power to transfer in such Securitiesshares) free and clear of any “adverse claim” within in the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities shares and (C) no action based on any “adverse claim” within the meaning of Section 8-102 of the UCC to such Securities shares may be successfully asserted against the Underwriters with respect to such security entitlement; for purposes of this Section 3(a)representation, such Selling Shareholder Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such Securities shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with the Company’s charter, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Valid Title. Such Each Selling Shareholder stockholder has, and immediately prior to the First each Closing Date, Date (as defined in Section 3 hereof) such Selling Shareholder stockholder will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities shares of Stock to be sold by such Selling Shareholder stockholder hereunder on such date, free and clear of all liens, security interests, encumbrances, equities or claims of any kind, other than pursuant to this Agreement; upon payment for the Securities shares of Stock to be sold by such Selling Shareholder stockholder pursuant to this Agreement, delivery of such Securitiesshares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”) (unless delivery of such shares is unnecessary because such shares are already in possession of Cede or such nominee), registration of such Securities shares in the name of Cede or such other nominee (unless registration of such shares is unnecessary because such shares are already registered in the name of Cede or such nominee), and the crediting of such Securities shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC New York Uniform Commercial Code (the “UCC”) to such Securitiesshares), (A) DTC shall be a “protected purchaser” of such Securities shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Securities shares (including without limitation, all rights that such Selling Shareholder stockholder had or has the power to transfer in such Securitiesshares) free and clear of any “adverse claim” within in the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities shares and (C) no action based on any “adverse claim” within the meaning of Section 8-102 of the UCC to such Securities shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this Section 3(a)representation, such Selling Shareholder stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such Securities shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with the Company’s charter, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Valid Title. Such Selling Shareholder stockholder has, and immediately prior to the First Closing Date, such Date (as defined in Section 3 hereof) the Selling Shareholder stockholder will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities shares of Stock (including the Repurchase Shares) to be sold by such the Selling Shareholder stockholder hereunder on such date, free and clear of all liens, security interests, encumbrances, equities or claims of any kind, other than pursuant to this Agreement; upon payment for the Securities shares of Stock (including the Repurchase Shares) to be sold by such Selling Shareholder stockholder pursuant to this Agreement, delivery of such Securitiesshares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”) (unless delivery of such shares is unnecessary because such shares are already in possession of Cede or such nominee), registration of such Securities shares in the name of Cede or such other nominee (unless registration of such shares is unnecessary because such shares are already registered in the name of Cede or such nominee), and the crediting of such Securities shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC to such Securitiesshares), (A) DTC shall be a “protected purchaser” of such Securities shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Securities shares (including without limitation, all rights that such Selling Shareholder stockholder had or has the power to transfer in such Securitiesshares) free and clear of any “adverse claim” within in the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities shares and (C) no action based on any “adverse claim” within the meaning of Section 8-102 of the UCC to such Securities shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this Section 3(a)representation, such Selling Shareholder stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (xw) such Securities shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with the Company’s charter, bylaws and applicable law, (yx) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and UCC, (zy) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC and (z) the jurisdiction of DTC and its nominee for purposes of Section 8-110 of the UCC, and the jurisdiction applicable to the matters specified in subsections (a)(2) through (5) of Section 8-110 of the UCC, is the State of New York.

Valid Title. Such Selling Shareholder Stockholder has, and immediately prior to each Closing Date (as defined in Section 3 hereof) the First Closing Date, such Selling Shareholder Stockholder will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities shares of Stock to be sold by such the Selling Shareholder Stockholder hereunder on such date, free and clear of all liens, security interests, encumbrances, equities or claims of any kind, other than pursuant to this Agreement, the Power of Attorney and the Custody Agreement; upon payment for the Securities shares of Stock to be sold by such Selling Shareholder Stockholder pursuant to this Agreement, delivery of such Securitiesshares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”) (unless delivery of such shares is unnecessary because such shares are already in possession of Cede or such nominee), registration of such Securities shares in the name of Cede or such other nominee (unless registration of such shares is unnecessary because such shares are already registered in the name of Cede or such nominee), and the crediting of such Securities shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC to such Securitiesshares), (A) DTC shall be a “protected purchaser” of such Securities shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Securities shares (including without limitation, all rights that such Selling Shareholder Stockholder had or has the power to transfer in such Securitiesshares) free and clear of any “adverse claim” within in the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities shares and (C) no action based on any “adverse claim” within the meaning of Section 8-102 of the UCC to such Securities shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this Section 3(a)representation, such Selling Shareholder Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such Securities shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with the Company’s charter, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Valid Title. Such The Selling Shareholder stockholder has, and immediately prior to the First Initial Closing Date, such Date (as defined in Section 3 hereof) the Selling Shareholder stockholder will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities shares of Stock to be sold by such the Selling Shareholder stockholder hereunder on such date, free and clear of all liens, security interests, encumbrances, equities or claims of any kind, other than pursuant to this Agreement; upon payment for the Securities shares of Stock to be sold by such the Selling Shareholder stockholder pursuant to this Agreement, delivery of such Securitiesshares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”) (unless delivery of such shares is unnecessary because such shares are already in possession of Cede or such nominee), registration of such Securities shares in the name of Cede or such other nominee (unless registration of such shares is unnecessary because such shares are already registered in the name of Cede or such nominee), and the crediting of such Securities shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC New York Uniform Commercial Code (the “UCC”) to such Securitiesshares), (A) DTC shall be a “protected purchaser” of such Securities shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Securities shares (including without limitation, all rights that such the Selling Shareholder stockholder had or has the power to transfer in such Securitiesshares) free and clear of any “adverse claim” within in the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities shares and (C) no action based on any “adverse claim” within the meaning of Section 8-102 of the UCC to such Securities shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this Section 3(a)representation, such the Selling Shareholder stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such Securities shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with the Company’s charter, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Valid Title. Such Selling Shareholder stockholder has, and immediately prior to the First Closing Date, such Date (as defined in Section 3 hereof) the Selling Shareholder stockholder will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities shares of Stock to be sold by such the Selling Shareholder stockholder hereunder on such date, free and clear of all liens, security interests, encumbrances, equities or claims of any kind, other than pursuant to this Agreement; upon . Upon payment for the Securities shares of Stock to be sold by such Selling Shareholder stockholder pursuant to this Agreement, delivery of such Securitiesshares, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”) (unless delivery of such shares is unnecessary because such shares are already in possession of Cede or such nominee), registration of such Securities shares in the name of Cede or such other nominee (unless registration of such shares is unnecessary because such shares are already registered in the name of Cede or such nominee), and the crediting of such Securities shares on the books of DTC to securities accounts account of the Underwriters Underwriter (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC to such Securitiesshares), (A) DTC shall be a “protected purchaser” of such Securities shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Securities shares (including without limitation, all rights that such Selling Shareholder stockholder had or has the power to transfer in such Securitiesshares) free and clear of any “adverse claim” within in the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Securities shares and (C) no action based on any “adverse claim” within the meaning of Section 8-102 of the UCC to such Securities shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this Section 3(a)representation, such Selling Shareholder stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such Securities shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with the Company’s charter, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC.

Valid Title. Such Selling Shareholder stockholder has, and immediately prior to the First Closing Date, such Date (as defined in Section 3 hereof) the Selling Shareholder stockholder will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities shares of Stock to be sold by such the Selling Shareholder stockholder hereunder on such date, free and clear of all liens, security interests, encumbrances, equities or claims of any kind, other than pursuant to this Agreement; upon payment for the Securities shares of Stock to be sold by such Selling Shareholder stockholder pursuant to this Agreement, delivery of such Securitiesshares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”) (unless delivery of such shares is unnecessary because such shares are already in possession of Cede or such nominee), registration of such Securities shares in the name of Cede or such other nominee (unless registration of such shares is unnecessary because such shares are already registered in the name of Cede or such nominee), and the crediting of such Securities shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC to such Securitiesshares), (A) DTC shall be a “protected purchaser” of such Securities shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Securities shares (including without limitation, all rights that such Selling Shareholder stockholder had or has the power to transfer in such Securitiesshares) free and clear of any “adverse claim” within in the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities shares and (C) no action based on any “adverse claim” within the meaning of Section 8-102 of the UCC to such Securities shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this Section 3(a)representation, such Selling Shareholder stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (xw) such Securities shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with the Company’s charter, bylaws and applicable law, (yx) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and UCC, (zy) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC and (z) the jurisdiction of DTC and its nominee for purposes of Section 8-110 of the UCC, and the jurisdiction applicable to the matters specified in subsections (a)(2) through (5) of Section 8-110 of the UCC, is the State of New York.

Valid Title. Such Selling Shareholder has, and immediately prior to the First Closing Date, Date such Selling Shareholder will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by such Selling Shareholder hereunder on such date, free and clear of all liens, security interests, encumbrances, equities or claims of any kind, other than pursuant to this Agreement; upon payment for the Securities to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Securities, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Securities in the name of Cede or such other nominee, and the crediting of such Securities on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC to such Securities), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC and will acquire its interest in the Securities (including without limitation, all rights that such Selling Shareholder had or has the power to transfer in such Securities) free and clear of any “adverse claim” within in the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim” within the meaning of Section 8-102 of the UCC to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this Section 3(a)representation, such Selling Shareholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with the Company’s charter, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Valid Title. Such Selling Shareholder Stockholder has, and immediately prior to the First Closing Date, such Date (as defined in Section 2 hereof) the Selling Shareholder Stockholder will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by such the Selling Shareholder Stockholder hereunder on such date, free and clear of all liens, security interests, encumbrances, equities or claims of any kind, other than pursuant to this Agreement and the Custody Agreement; upon payment for the Securities to be sold by such Selling Shareholder Stockholder pursuant to this Agreement, delivery of such Securitiesshares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”) (unless delivery of such shares is unnecessary because such shares are already in possession of Cede or such nominee), registration of such Securities shares in the name of Cede or such other nominee (unless registration of such shares is unnecessary because such shares are already registered in the name of Cede or such nominee), and the crediting of such Securities shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC to such Securitiesshares), (A) DTC shall be a “protected purchaser” of such Securities shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Securities shares (including without limitation, all rights that such Selling Shareholder Stockholder had or has the power to transfer in such Securitiesshares) free and clear of any “adverse claim” within in the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities shares and (C) no action based on any “adverse claim” within the meaning of Section 8-102 of the UCC to such Securities shares may be successfully asserted against the Underwriters with respect to such security entitlement; for purposes of this Section 3(a)representation, such Selling Shareholder Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such Securities shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with the Company’s charter, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.