Valid and Marketable Title. Such Selling Shareholder (A) has at the date hereof (excluding WSI Inc. and J.W. Xxilds Equity Partners, L.P.) valid and marketable title to the Securities to be sold by such Selling Shareholder under this Agreement, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind (collectively, the "Lien"), other than pursuant to this Agreement, the Custody Agreement and the Power of Attorney, and (B) will at the Closing Time (including WSI Inc. and J.W. Xxxlds Equity Partners, L.P.) and, if any Option Securities are purchased, on the Date of Delivery, have valid and marketable title to the Securities to be sold by such Selling Shareholder under this Agreement, free and clear of any Lien, other than pursuant to this Agreement, the Custody Agreement and the Power of Attorney; and upon delivery of such Securities and payment of the purchase price therefor as contemplated in this Agreement (assuming each such Underwriter has no notice of any adverse claim, as defined in Uniform Commercial Code as adopted in the State of New York (the "UCC")), each of the Underwriters will receive valid and marketable title to the Securities purchased by it from such Selling Shareholder, free and clear of any Lien.
Valid and Marketable Title. Such Selling Stockholder now has, and on the Closing Dates will have, valid and marketable title to the Shares to be sold by such Selling Stockholder, free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer, and has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement (each as hereinafter defined), and each of the several Underwriters will acquire valid and marketable title to all of the Shares being sold to the Underwriters by such Selling Stockholder, free and clear of any liens, encumbrances, equities claims, restrictions on transfer or other defects whatsoever.
Valid and Marketable Title. Such Investor is the record and beneficial owner of, and has valid and marketable title to, the Existing Securities being exchanged by it pursuant to this Agreement, free and clear of any lien, pledge, restriction or other encumbrance (other than restrictions arising pursuant to applicable securities laws), and has the absolute and unrestricted right, power and capacity to surrender and exchange the Existing Securities being exchanged by it pursuant to this Agreement, free and clear of any lien, pledge, restriction or other encumbrance. It is not a party to or bound by, and the Existing Securities being exchanged by it pursuant to this Agreement are not subject to, any agreement, understanding or other arrangement (a) granting any option, warrant or right of first refusal with respect to such Existing Securities to any person, (b) restricting its right to surrender and exchange such Existing Securities as contemplated by this Agreement, or (c) restricting any other of its rights with respect to such Existing Securities.
Valid and Marketable Title. Such Selling Shareholder has and will at the Closing Time have valid and marketable title to the Securities to be sold by such Selling Shareholder hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement; and upon delivery of such Securities and payment of the purchase price therefor as herein contemplated, assuming each such U.S. Underwriter has no notice of any adverse claim, each of the U.S. Underwriters will receive valid and marketable title to the Securities purchased by it from such Selling Shareholder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.
Valid and Marketable Title. Such Selling Shareholder is the beneficial owner of the Securities to be sold by it hereunder free and clear of all liens, encumbrances, equities and claims; upon payment for the Securities to be sold by such Selling Shareholder pursuant to this Agreement, registration of the transfer of such Securities to, and registration of such Securities in the name of, Cede & Co. or such other nominee as may be designated by the Depository Trust Company ("DTC") and the crediting of such Securities on the books of DTC to the securities account (within the meaning of 8-501 of the Uniform Commercial Code as currently in effect in the State of New York (the "UCC")) of the Underwriter (assuming that the Underwriter lacks "notice of any adverse claim" (within the meaning of Sections 8-102 and 8-105 of the UCC) to such Securities), (A) the Underwriter will acquire "security entitlements" in respect of such securities (within the meaning of Section 8-102 of the UCC) and (B) no action based on any "adverse claim" (within the meanings of Section 8-102 and 8-502 of the UCC) to such Securities may be asserted against the Underwriter with respect to such security entitlements.
Valid and Marketable Title. The Stockholder has valid and marketable title to the Shares, free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer, and has full right, power and authority to enter into this Agreement, and the Company will acquire valid and marketable title to the Shares from the Stockholder free and clear of any liens, encumbrances, equities, claims, restrictions on transfer or other defects whatsoever.
Valid and Marketable Title. Such Selling Shareholder has and will at the Closing Time have valid and marketable title to the Securities to be sold by such Selling Shareholder hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement; and upon delivery of such Securities and payment of the purchase price therefor as herein contemplated, assuming each International Manager has no notice of any adverse claim, each of the International Managers will receive valid and marketable title to the Securities purchased by it from such Selling Shareholder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.
Valid and Marketable Title. Such Selling Stockholder now has, and on the Closing Dates will have, valid and marketable title to the Shares to be sold by such Selling Stockholder, free and clear of any lien, claim, security interest or other encumbrance, including,
Valid and Marketable Title. Such Selling Stockholder is the record and beneficial owner of the Securities to be sold by such Selling Stockholder under this Agreement, in each case free and clear of any Lien, other than pursuant to this Agreement. Upon payment for the Securities to be sold by such Selling Stockholder to the Underwriters as provided herein, the delivery of such Securities to such nominee as may be designated by The Depository Trust Company (“DTC”), the registration of such Securities in the name of such nominee and the crediting by book entry of such Shares on the records of DTC to one or more “securities accounts” (as defined in Section 8-501 of the New York Uniform Commercial Code (the “UCC”)), in the name of each of the Underwriters (assuming that neither the Underwriters nor DTC have notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Securities or any security entitlement (as defined in Section 8-102 of the UCC) in respect thereof)), (A) DTC shall be a protected purchaser of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, each of the Underwriters will acquire a security entitlement in respect of such Securities and (C) no action based on an adverse claim (as defined in Section 8-102 of the UCC) to such Securities may be asserted against any of the Underwriters. For purposes of this paragraph only, “Lien” shall mean any security interest, mortgage, pledge, lien, encumbrance, claim, equity or charge of any kind.
